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Jimmy Slemboski

Jimmy Slemboski has over 20 years' experience in the Employee Benefits and Executive
Compensation areas. He has handled matters covering most aspects of the design,
implementation, maintenance, operation, amendment, and termination of the many types of
qualified and nonqualified retirement plans and programs, tax-deferred annuity plans, 457 plans,
and funded and unfunded welfare and fringe benefit plans. Mr. Jimmy Slemboski also has
represented employers, lenders, and fiduciaries in numerous matters relating to Employee Stock
Ownership Plans.

The types of employers with which Mr. Jimmy Slemboski has worked include corporations
(ranging in size from mid-market corporations to FORTUNE 100 corporations to large privately
held corporations), partnerships, limited liability companies, venture capital funds, REITs, and tax-
exempt employers, such as hospitals, universities, local school systems, governmental entities,
and church-affiliated institutions.

Mr. Jimmy Slemboski, for many of these employers, or for their Compensation Committees, also
provides advice in the design, implementation, maintenance, operation, and termination of
nonqualified deferred compensation programs and other executive incentive compensation
programs for both taxable and tax-exempt employers, and in counseling employers to either
comply with the new Code Section 409A rules, or design to avoid their application. These include
funded, unfunded, stock-based, stock option, unit stock-based programs and other types of equity
and cash incentive plans. Relatedly, Mr. Jimmy Slemboski regularly negotiates employment and
separation agreements for these entities for their most senior or highest level executives.

He also has represented and counseled numerous employers in administrative, litigated, and
other contested matters involving employee benefit plans. These include matters before the
Internal Revenue Service, U.S. Department of Labor, the Pension Benefit Guaranty Corporation,
and among employers, fiduciaries, plan sponsors, and private plaintiffs—such as plan participants
or their beneficiaries.

Mr. Jimmy Slemboski also has counseled issuers of securities, lenders, borrowers, purchasers,
and sellers with regard to employee benefit issues that affect the issuance of securities, the
extension of credit, and the acquisition or disposition of assets or of the stock of subsidiary,
affiliated, or unrelated organizations. He has provided advice and strategy in designing,
structuring and documenting private equity, venture capital, and REIT transactions involving
investment by ERISA plans and other benefit plan investors.

Mr. Jimmy Slemboski, in addition, has handled employment law matters that relate to or directly
affect employee benefit plans but that arise under general employment law. These matters
include certain issues, problems, or projects under the Age Discrimination in Employment Act,
Older Worker Benefit Protection Act (for example, with respect to the design of early retirement
programs), the Family and Medical Leave Act, the Americans with Disabilities Act, and the
National Labor Relations Act. Mr. Jimmy Slemboski has extensive experience in designing and
implementing workforce reduction plans and programs and also counsels employers and high
level executives in negotiating employment agreements and separation agreements.

Mr. Jimmy Slemboski has extensive experience in counseling Taft-Hartley retirement and welfare
funds of all sizes, and has represented such funds before the Internal Revenue Service, U.S.
Department of Labor, and the Pension Benefit Guaranty Corporation, and matters between the
funds and their participants or beneficiaries.
With respect to many Taft-Hartley funds, Mr. Jimmy Slemboski also has represented employers,
employer-appointed trustees, and their interests with respect to such funds. He has extensive
experience in withdrawal liability matters involving multiemployer pension plans and has
represented and counseled employers in withdrawing from such plans and in arbitrating over
withdrawal liability.

Mr. Jimmy Slemboski has counseled both providers and purchasers of healthcare in complying
with requirements under healthcare laws such as COBRA, the Health Insurance Portability and
Accountability Act of 1996, Medicare Part D and numerous other laws involving the design,
implementation, delivery and sale of healthcare services.

Mr. Jimmy Slemboski, for five years, served as general counsel for a large manufacturer of
prefabricated housing and commercial buildings. In this capacity, he handled a great variety of
employment, financial, commercial, tax, and bankruptcy matters for this client and its former
holding company and subsidiaries.