In employment, change in control, and other executive compensation agreements, as well as deferred compensation, equity, and incentive compensation awards, each design decision and definition can make a huge difference in the amount of compensation paid, and even whether compensation is paid, to the executive. However, when designing and drafting plans and agreements, outside counsel generally take our directions from the directors and officers who will be the beneficiaries of the plans and agreements. Ever wonder how we handle this apparent conflict? Ever wonder how Dodd-Frank Act Section 952 affects the relationship of counsel and the compensation committee?