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From: Webster, Scott A

Sent: Thursday, January 15, 2015 1:55 PM

To: DG-Associates BOS; DG-Associates DC; DG-Associates LA; DG-Associates NY; DG-

Associates SF; DG-Associates SV; DG-Counsel BOS; DG-Counsel DC; DG-Counsel LA;

DG-Counsel NY; DG-Counsel SF; DG-Counsel SV

Cc: DG-ARC; DG-Partners All; DG-Attorney Development Managers; DG-BU ManagersSubject: 2014 Bonus Program and 2015 Compensation

SCOTT A. WEBSTER, CHAIR, ATTORNEY REVIEW COMMITTEE (ARC)

2014 BONUS PROGRAM AND 2015 COMPENSATION

On behalf of the firm and its partners, I would like to thank each of you for your contributions to thefirm over the past year. The firm had a record year, notwithstanding the challenging andconsolidating legal market. This was due in no small part to your hard work and commitment.

This memo outlines the 2014 bonus determinations, describes the firms plans for 2015 base salariesand provides an overview of bonus eligibility for 2015.

2014 Bonus

For calendar year 2014, we continued our practice of awarding bonuses based on a combination offactors legal excellence; the amount of time spent on billable, pro bono, legal advice to the firm andshadow training; overall productivity and efficiency; the nature of investment time; and commitment toprofessional development and diversity initiatives.

Associates in good standing who met the 1,950-hour threshold during our fiscal year endingSeptember 30, 2014 through annualized billable, pro bono work, legal advice to the firm and shadowtraining under the firms shadow training policy are eligible to receive bonuses. Since bonuses arebased on performance during our fiscal year ending September 30, 2014, newly hired associates(including the Class of 2014) are not eligible to receive bonuses.

The 2014 U.S. associate bonuses are determined by reference to the bonus scale listed below. As inpast years, individual bonus awards in each class may be above or below these class amountsbased on an evaluation by ARC of the factors described above. These determinations are made asfollows:

1. We use a simple grid, with hour ranges for the columns and merit ratings for the rows. Eachbox in the grid contains a percentage that is multiplied by the relevant class amount.

2. The same grid is used for all U.S.-based associates and for all class years, although thepercentage for those with a Meets Basic Expectations rating is lower for the more seniorclasses than it is for the more junior classes.

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3. Those with a Strong rating at the lowest hour range (which starts at 1,950) will receive lessthan the full class amount, but those with a Distinctive rating at the lowest hour range willreceive the full class amount.

4. Those with a Strong rating at the second hour range will receive the full class amount, thosewith a Distinctive rating at the second hour range will receive more than the class amount.

5. Those with Strong and Distinctive ratings at higher hour ranges will receive more than theclass amount.

This year, over 69% of associates are receiving bonuses. Of those receiving bonuses, 36% will

receive an amount greater than the amount listed below for their class, 32% will receive their classamount and 32% will receive less than their class amount.

As has been the case in the past, bonuses will be pro-rated for recent hires, leaves of absence andpart-time schedules during calendar year 2014.

Class Bonus

2013 $15,000

2012 $25,000

2011 $50,000

2010 $65,000

2009 $80,000

2008 $90,000

2007 $100,000

2006+ $100,000

Bonuses for counsel and other professional track attorneys will be determined on an individual basis,rather than by reference to the bonus scale listed above. However, a similar grid formula using hoursranges and merit ratings is considered in determining bonuses for our counsel and other professionaltrack attorneys.

Bonus determinations will be delivered individually to each associate, counsel and other professionaltrack attorney on January 22, 2015. Bonuses will be paid by direct deposit on January 23.

2015 U.S. Assoc iate Base Compensation Levels

Our base salary scale for U.S.-based associates will remain the same as 2014. We will recognizeand 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, 2015, and base salaryadjustments will be reflected in the January 23 monthly paycheck.

Class Calendar 2015 Salary

2014 $160,000

2013 $170,000

2012 $185,000

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2011 $210,000

2010 $230,000

2009 $250,000

2008 $265,000

2007+ $280,000

Base compensation for counsel and other professional track attorneys will be determined on anindividual basis and be effective January 1, 2015, reflected in the January 23 monthly paycheck.

Base salary adjustments will be delivered individually to each associate, counsel and otherprofessional track attorney on January 22, 2015.

Bonus Eligibility for 2015

As always, quantitative and qualitative components will form the basis for bonus eligibility andawards. The 2015 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 thethreshold.

Billable hours

Pro bono hours

Legal services on behalf of the firm

Shadow training under the firms shadow training policy

As has been the case in the past, bonuses for associates, counsel and other professional track

attorneys will continue to be pro-rated for recent hires, leaves of absence and part-time schedulesbased 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 annualbillable hours to legal matters on behalf of people in poverty or to advance civil rights and has askedthat all of the firms lawyers commit a minimum of 50 hours annually to pro bono. Goodwin Procterbelieves that pro bono service is a shared contribution on the part of the firm and each individualattorney. Pro bono hours will continue to be credited toward the bonus determinations (both eligibilityand amount). Pro bono hours will be treated the same as billable hours.

The firm strongly encourages attorneys to expand their professional development through investment

or 91 time, which includes involvement in marketing activities, knowledge management, BusinessUnit and Legal Practice Area initiatives, diversity initiatives, training and firm committees. In 2015,

ARC will continue to focus on the quality, not the quantity, of these efforts, although each associateshould aim for at least 100 hours as a guideline. All attorneys are expected to invest their time in away that challenges them professionally and contributes both to the firm and to their owndevelopment.

ARC will assess the quality of attorneys investment hours on that basis, but as in 2014, investmenthours will not count toward the 1,950 bonus eligibility threshold or the quantitative aspect of thebonus.

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Meetings

We recognize that you may have questions about the 2014 bonus program and/or the 2015 basesalaries and bonus eligibility. We will convene three meetings (one for associates at 2:30 p.m.ET/11:30 a.m. PT, one for Counsel at 3:15 p.m. ET/12:15 p.m. PT and one for Senior, Departmentand Discovery attorneys at 4 p.m. ET/1 p.m. PT) on Tuesday, January 20, to discuss these plans andanswer any questions you may have. A calendar invitation will follow shortly.

If you would like to submit questions anonymously in advance of the meetings, please use our onlinesurveyby 11 a.m. ET/8 a.m. PT on Tuesday, January 20. We will make every effort to address yourquestions. In the meantime, please do not hesitate to call me, Heidi Goldstein Shepherd, any ARCmemberor your Office, Department, BU or Legal Practice leaders, with any questions or comments.

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