S. James DiBernardo is senior counsel in Morgan Lewis's Employee Benefits and Executive Compensation Practice. Mr. DiBernardo specializes in all areas of equity compensation and nonqualified deferred compensation programs for both public and private companies. He regularly counsels employers on the tax, securities, corporate governance and financial accounting implications of such programs. He also provides extensive counseling with respect to Section 16 reporting and insider trading matters, parachute tax issues, proxy statement disclosure of executive compensation, and preparation of proxy statement proposals covering equity compensation programs and Internal Revenue Code Section 162(m) performance-based arrangements.

Mr. DiBernardo also renders advice with respect to compensation matters arising from mergers and acquisitions, including special retention programs for key personnel. He has experience in implementing both employment agreements and change-in-control benefit/severance programs for senior management.

Mr. DiBernardo is admitted to practice in California.