GOODWIN PROCTER — MEMORANDUM — 2012 BONUS PROGRAM AND 2013 COMPENSATION

On behalf of the firm and its partners, I would like to thank each of you for your contributions to the firm over the past year, our centennial. Together, the firm had a strong 100th year, notwithstanding the challenges that continue to be presented by the economy and today’s unpredictable business environment. This was due in no small part to your hard work and commitment.

This memo details the 2012 bonus determinations, describes the firm’s plans for 2013 base salaries, and provides an overview of bonus eligibility for 2013.

2012 Bonus

For calendar year 2012, we continued our practice of awarding bonuses based on a combination of factors – legal excellence; the amount of time spent on billable, pro bono and legal advice to the firm; overall productivity and efficiency; the nature of investment time; and commitment to professional development.

Associates in good standing who met the 1,950 hour threshold during our fiscal year ending September 30, 2012 through annualized billable work, pro bono work (up to 150 unannualized hours) and annualized legal advice to the firm are eligible to receive bonuses. Since bonuses are based on performance during our fiscal year ending September 30, 2012, newly hired associates (including the Class of 2012) are not eligible to receive bonuses.

The 2012 bonuses are determined by reference to the bonus scale listed below. Individual bonus awards in each class may be above or below these amounts based on an evaluation by ARC of the factors described above. Over half of associates receiving bonuses will receive an amount that is equal to or greater than the amount listed below for their class. As has been the case in the past, bonuses will be pro-rated for recent hires, leaves of absence and part-time schedules during calendar year 2012.

Bonuses for professional track attorneys will be determined on an individual basis, rather than by reference to the bonus scale listed above.

Bonus determinations will be delivered individually to each associate and professional track attorney on January 24th. Bonuses will be paid by direct deposit on January 25th.

2013 U.S. Associate Base Compensation Levels

Our base salary scale for U.S.-based associates will remain the same as 2012. We will recognize and reward our salaried associates for their contributions through the class year bumps in base salary as listed below. The class year bumps will be effective January 1, 2013.

Base compensation for professional track attorneys will be determined on an individual basis.

Base salary adjustments will be delivered individually to each associate and professional track attorney on January 24th. Salary adjustments will be reflected in the January 25th monthly paycheck.

Bonus Eligibility for 2013

As always, quantitative and qualitative components will form the basis for bonus eligibility and awards. The 2013 bonus eligibility threshold for associates will continue to be 1,950 hours during the fiscal year. ARC will consider the following when determining whether an attorney has met the threshold.

· Billable hours (annualized)

· Pro bono hours (of which up to 150 unannualized hours will count)

· Legal services on behalf of the firm (annualized)

As has been the case in the past, bonuses for associates and professional track attorneys will continue to be pro-rated for recent hires, leaves of absence and part-time schedules based on the calendar year.

Pro Bono and Investment (“91”) Time

The firm remains committed to the Pro Bono Institute Pledge of dedicating 3% to 5% of its annual billable hours to legal matters on behalf of people in poverty or to advance civil rights. Goodwin Procter believes that pro bono service is a shared contribution on the part of the firm and each individual attorney. As in 2012, the firm will credit up to 150 pro bono hours towards the 1,950 bonus eligibility threshold. Pro bono work in excess of 150 hours will continue to be considered by ARC when reviewing the quality of an attorney’s work.

The firm strongly encourages attorneys to expand their professional development through investment or “91” time, which includes involvement in marketing activities, knowledge management, practice area initiatives, training and firm committees. In 2013, ARC will continue to focus on the quality, not the quantity, of these efforts, although each associate should aim for at least 100 hours as a guideline. All attorneys are expected to invest their time in a way that challenges them professionally and contributes both to the firm and to their own development.

ARC will assess the quality of attorneys’ investment hours on that basis, but as in 2012, investment hours will not count toward the 1,950 bonus eligibility threshold or the quantitative aspect of the bonus.

Meetings

We recognize that you may have questions about the 2012 bonus program and/or the 2013 base salaries and bonus eligibility. We will convene two meetings (one for associates at 2:30 p.m. ET/11:30 a.m. PT and one for professional track attorneys at 3:30 p.m. ET/12:30 p.m. PT) on Wednesday, January 23rd to discuss these plans and answer any questions you may have. A calendar request will follow shortly.

If you would like to submit questions anonymously in advance of the meeting, please use our online survey by 10:00 a.m. ET/7:00 a.m. PT on Wednesday, January 23rd. We will make every effort to address your questions. In the meantime, please do not hesitate to call me, Heidi Goldstein Shepherd, any ARC member or your Office, Department or Practice leaders, with any questions or comments.

Again, thank you for your hard work and many contributions to the firm.

Scott A. Webster, chair, attorney review committee (ARC)

Earlier: Associate Bonus Watch: Goodwin Procter Makes Good
Law Professor Suggests Cutting Associate Salaries In Response To Job Crisis
Buying In: More Associates… Making Less


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