Preface.

Acknowledgments.

About the Authors.

PART ONE: THE 21ST CENTURY COMPENSATION COMMITTEE.

Chapter 1: The Compensation Committee.

Chapter 2: Selecting and Training Compensation Committee Members.

Chapter 3: CEO Succession and Evaluation.

Chapter 4: Director Compensation.

PART TWO: LEGAL AND REGULATORY FRAMEWORK.

Chapter 5: Corporate Governance.

Chapter 6: Securities Issues.

Chapter 7: Tax, ERISA and Labor Laws, Regulations, and Rules.

Chapter 8: Accounting Rules.

PART THREE: PRACTICAL APPLICATIONS.

Chapter 9: Executive Employment and Severance Arrangements.

Chapter 10: Incentive Compensation.

Chapter 11: Equity-Based Incentives.

Chapter 12: Executive Pension-Benefit, Welfare-Benefit, and Perquisite Programs.

Epilog: A Glimpse of the Future.

SELECTED RESOURCES.

Appendix A: Selected SEC Rules, Regulations, Schedules, and Forms.

Appendix B: List of Organizations and Periodicals.

Appendix C: List of Directors’ Colleges and Other Training Opportunities.

Appendix D: Annotated Form of Compensation Committee Charter.

Appendix E: Sample Compensation Committee Reports.

Glossary.

Bibliography.

Index.