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Appendix B to Presentation of William C. Potter at 2012 CCU

TEMPLATE FOR BUSINESS PLAN FOR CREATION AND MANAGEMENT OF LEGAL DEPARTMENT

FOR

TND OF AMERICA, INC.

I. Executive Summary.

TND of America, LLC, (“TND”) is a privately held manufacturer and distributor of

electronic equipment used in the robotic industry, as well as in general manufacturing.

Its owner is a private equity firm that anticipates taking it public in a few years.

Presently, its annual sales are $200M/year, of which barely 15% is derived from sales

outside North America. TDN’s primary markets and facilities are in North America. But, its five year business plan projects sales to double to $400M, with over 50% of that

increase coming from expansion into markets in Asia, the EU and South America. In

this regard consideration is being given to opening a manufacturing plant and

distribution center in Asia in the next two years. Its growth over the last ten (10) years

has been in line with industry standards. It has been fueled primarily from a

combination of increased sales due to new product lines, along with more aggressive promotion of existing sales channels.

It utilizes a variety of sales channels, including a distribution system with over

100 distributors, over the counter sales and the Internet. It also is developing an

Internet based sales channel where customers could utilize CAD programming and real time software to work collaboratively on line with TDN engineers to design and create

customer specialized and adaptive electronic equipment from existing TDN products.

An additional new sales channel being considered is to establish a section focused on

designing industry specific electrical products that will be certified as “green” and

environmentally sound through joint ventures or partnerships with major customers of

TDN. In this regard, due to the significance the BOD and CEO have placed on TDN being recognized as a “green” company, it is fully reviewing and assessing its carbon

footprint and the overall environmental “friendliness” of the Company.

TDN has always used outside law firms to handle its legal work. Presently, it

uses over 30 law firms in the United States, Canada and Mexico. These firms have been selected by a variety of C-level executives and managers at its facilities in Indiana

and California. The hiring process for these firms is left in the hands of the C-level

executive or manager needing legal advice with the concurrence of the CFO. These

firms are used for legal work on the local, regional and national levels, which work

tends to focus on specific legal areas, such as IP, employment, M/A, complex

transactions, and litigation. The total legal costs as computed by the CFO in terms of actual legal fees, the soft costs of personnel time dealing with outside counsel and other

factors has grown to over $10M per year. The CFO is working on a more precise figure

for use by the GC.

TND’s CEO with the CFO and COO (and the concurrence of the BOD) has determined that the lack of a General Counsel is inhibiting its ability to achieve its

business goals and implement its business strategies. Further, from the BOD level

down to the supervisor level, many projects are stalled due to the lack of a GC and

Legal Department to provide timely, economical and accurate legal advice. Also, at all

levels many issues are springing up that place the Company and its mission at risk,

including a possible IPO in three or four years, but which issues it does not refer to outside counsel due to cost concerns.

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For these reasons, the CEO decided to hire the Company’s first General Counsel

(“GC”) with full authority to handle all legal matters of the Company, as well as to create

the first Legal Department. The GC will also serve as the BOD’s Secretary. (While a fully staffed Legal Department will not come on line until FY2, the term “Legal

Department” will be used in this Business Plan to acknowledge the vision of the CEO to

create a Legal Department led and managed by the GC.) The GC will have the HR

Manager reporting directly to him giving him responsibility for the HR Department.

Also, the GC is tasked with creating a compliance function within the Legal Department

as the Company’s first Chief Compliance Officer (“CCO”).

As the new fiscal year (“FY1”) is about to commence, the CEO has directed the

newly hired GC to create this business plan to set out the goals, objectives and

programs that the GC shall pursue and implement to address the legal issues

confronting TDN, while achieving the Company’s corporate mission of manufacturing and distributing outstanding electronic products in order to increase shareholder value.

In the past, the culture of TDN has been highly risk adverse with a strong emphasis on

cost containment. The current CEO, who comes from outside of TDN and an

entrepreneurial background in the electronics industry, seeks to balance risk

containment with intelligent, practical growth even if risk is created due to the growth,

so long as proper assessment of the managed growth is conducted.

II. Legal Department Description and Vision.

Too often, in house legal departments are viewed as “money pits” which only

diminish the corporation’s bottom line. At the same time often the GC is viewed as the corporation’s “Dr. No”, who forever puts the kibosh on any corporate project that has

even minimal risk to the Company. Given his entrepreneurial GC background and as

the GC of a more traditional, risk averse Company, TDN’s GC knows (and the future

members of the Legal Department will come to know) that their roles are the polar

opposite of being a “money pit” staffed by a highly technical lawyers always looking to

prevent implementation of any corporate project carrying with it any degree of risk.

Rather, the vision of the GC and the Legal Department is to provide to the

management of TDN pro-active, time-sensitive, business practical, creative and ethical

legal/business advice and solutions for the various corporate business issues it faces

domestically and globally. The center of this advice and these solutions will be to promote the corporate mission of TDN to improve shareholder value.

One component of the role of the GC is to work collaboratively with the BOD, C-

level executives, VPs, Managers and Supervisors to team with them to drive the culture

of TDN, reinforcing it internally and externally, as we work towards common goals. In

this regard the GC realizes that a properly led and managed Legal Department need not be a “money pit”. Instead, it can, should and will contribute positively to TDN’s bottom

line by reducing both legal and non-legal expenses and costs of TDN. But it shall go

further to team collaboratively with TDN’s BOD, C-level executives, VPs, Managers and

Supervisors to find legal solutions to issues impeding current programs and sales

channels from achieving their full potential by improving the income from those sources. Simultaneously, the GC also will focus with such executives on new programs

and sales channels to bring them on line more quickly and more profitably by addres-

sing and avoiding potential legal issues as these channels are developed. Thus, by

reducing costs while simultaneously positively impacting two types of revenue streams,

the Legal Department will not be a “money pit”. Rather, it will add to, not deplete, the

bottom line.

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Through the GC, the Legal Department will manage and lead all aspects of

TDN’s legal and HR issues and matters, providing legal and HR advice to the BOD,

CEO, CFO, VPs, Managers and Supervisors. This advice shall be on all domestic and global business strategies, tactical initiatives, resource allocation, systems operations,

governance, corporate ethics, compliance and risk management. Additionally, the GC is

responsible for the operation of the HR Department, in which role the GC is also

responsible for all HR/employment/labor matters, domestically and globally. Finally,

as the Company’s first CCO, the GC is tasked both with creating a compliance function

within the Legal Department and overseeing its lobbying efforts.

III. Market Definition.

Several “markets” are the focus of the legal/business advice and solutions of the

Legal Department. These internal markets include the BOD, the CEO, the COO, the CFO, the CIO, VPs, the Managers and Supervisors of TDN. This internal market is the

critical and primary market of the Legal Department.

External markets include the current outside law firms TDN utilizes, as well as

the General Counsel’s at companies with whom TDN partners. Additionally, the

General Counsels at competing companies compose a part of the external market of the Legal Department with whom the GC shall have discussions. Finally, GCs at

companies that are members of the industry trade association, along with the head of

the industry trade association also shall serve as external resources.

Sources from which important information about TDN and its culture has been discerned include the BOD minutes, minutes of management meetings of the C-level

executives with VPs, Managers and Supervisors of the Company, and reviewing the key

contracts of TDN. Further, interviews of the members of the BOD, CEO, CFO, COO,

CIO, along with VPs, senior Managers and Supervisors have formed a critical source of

necessary information about TDN. They have been consulted on the projects and

issues to be addressed by the General Counsel, as well as have been a critical source for the crafting of this Business Plan. Trips to meet with senior management at

facilities in California, as well as with outside counsel will be a further basis for

gathering such information and refining this Business Plan.

From this information many key points have been determined, including the crucial legal and business issues facing TDN short-term and long-term, as well as

critical projects needing to be completed with the aid of the Legal Department, and the

priority to give these projects.

IV. Marketing Strategy for Department Services.

It is critical to the success of the Legal Department and for TDN that the BOD

and management of TDN know the services available through the Legal Department, as

well as the successes of it in order that TDN is confident in utilizing the Legal

Department. Thus, a marketing strategy needs to be created and implemented.

Aspects of this strategy include attending and participating in meetings of the

BOD and senior management, as well as regular “one on one” meetings with members

of the BOD, the C-level executives, and the Managers and Supervisors of TDN. Also,

regular seminars for the BOD, C-level executives, VPs, Managers and Supervisors of

various business groups will be instituted. Along with these seminars, bi-monthly

lunches hosted by the Legal Department will be utilized to discuss with a wide range of exempt employees the various legal issues, principles of law and systems/programs

being developed and rolled out by the Legal Department. Further, training sessions on

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a host of Company programs will be implemented for all exempt employees and many

non-exempt employees. Consulting with outside counsel and key partners of TDN to

keep them abreast of the functions and successes of the Legal Department will be necessary. Finally, discussions with GCs at companies that are members of the

industry trade association, along with the head of the industry trade association shall

occur.

A final component of the marketing strategy will be the creation of a confidential,

quarterly 2 page Legal Department newsletter. This newsletter may include such features describing current work and successes of the Legal Department, 2-3 recent

cases or pieces of legislation of interest to TDN and how TDN might be impacted by

them, brief interviews of members of senior management as to the role of the Legal

Department, a cartoon or joke about lawyers, upcoming projects of the Legal

Department, a “Q/A” section where recipients of the Newsletter can ask legal questions of the GC, a feedback section where recipients of the Newsletter can set out their

thoughts, and a section discussing the principles guiding the Legal Department with

examples of those principles in action.

The newsletter will be proprietary in nature. It will not contain any attorney/

client privileged information and will be for internal consumption only at TDN amongst the BOD, C-level executives, managers and supervisors, and possibly selected outside

law firms representing TDN.

V. Product and Service Knowledge; Project Goals.

1. Short Term Projects.

A timeline for the Short Term Projects listed in this Article V, Section 1,

is attached to this Business Plan as Appendix “A”.

a. Q1/FY1.

1) Address daily, weekly and monthly issues and projects as

assigned and as they arise.

2) Create Project Matrix to track projects of the Legal

Department and HR Department from initiation to implementation.

3) Complete Business Plan.

4) Review and analyze BOD Minutes and Resolutions. 5) Review and analyze AOI/By-Laws.

6) Review HR procedures for handling Unemployment and

Workers’ Comp claims to ensure proper training in same. 7) Review status of pending litigation and assess merits of each

case after discussing same with lead counsel.

8) Create quarterly Legal Department Newsletter.

9) Create quarterly Legal Department Lunch Seminar for

Executives and Business Group leaders rotating it amongst various executives and business groups based on topic.

10) Create quarterly HR Lunch Seminar for Executives for

Executives and Business Group leaders rotating it amongst

various executives and business groups based on topic.

11) Create quarterly seminar for BOD, C-Level Executives,

managers and supervisors rotating it amongst various groups based on topic. (Note: The goal is to have one

such seminar per month each quarter with one month “off”

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each quarter with rotating topics so that no one executive

would be attending each month, unless that is their desire.)

12) Begin meeting with all outside counsel handling Company

business as part of process to assess outside counsel and

their continuing role for Company.

13) Meet with GCs of key business partners to assess common

points of interest and issues to address to maintain smooth partnership.

14) Attend initial Board meeting and/or BOD committee

meetings as they occur and as directed serving as the

Secretary for each meeting.

15) Travel to facilities in California, Canada and Mexico to meet local executives, managers and supervisors of TDN to learn

the legal issues they face and how the GC can assist them in

achieving the corporate mission.

b. Q2/FY2.

1) Continue to address daily, weekly and monthly issues and

projects as assigned and as they arise.

2) Refine and update Project Matrix to track projects of the Legal

Department and HR Department from initiation to implement-

tation. 3) Refine and update Business Plan.

4) Continue quarterly Legal Department Newsletter.

5) Conduct quarterly Legal Department & HR Department Lunch

Seminars for Executives and Business Group leaders, and the

quarterly seminar for BOD, C-Level Executives, managers and

supervisors rotating it amongst various groups based on topic. 6) Determine if further project(s) are necessary from analysis of

BOD Minutes and Resolutions, making recommendations to

BOD and CEO.

7) Determine if further project(s) are necessary from analysis of

AOI/By-Laws, making recommendations to BOD and CEO.. 8) Monitor HR training of its personnel to handle Unemployment

and Worker’s Comp claims.

9) Continue to meet with all outside counsel handling Company



10) Continue to meet with GCs of key business partners to assess common points of interest and issues to address to

maintain smooth partnership.

11) Continue to review status of pending litigation and assess

merits of each case after discussing same with lead counsel.

12) Review HR Department personnel files for accuracy and adequacy of contents, including compliance with applicable

privacy laws and regulations in all jurisdictions where TDN

has employees.

13) Review HR Department compliance with HIPPA.

14) Participate in ACC Indiana Chapter and ACC National

Committees. 15) Attend Board meeting and/or BOD committee meetings as

they occur and as directed serving as the Secretary for each

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meeting.

16) Travel to facilities in California, Canada and Mexico to meet

local executives, managers and supervisors of TDN to learn the legal issues they face and how the GC can assist them in

achieving the corporate mission.

17) Review and assess budgets for Legal Department and HR

Department to determine compliance with budgets and

assess if waste is occurring.

18) Participate in TDN Corporate Long Term Strategy Meetings providing legal & HR counsel as required to refine strategies.

c. Q3/FY1.

1) Continue to address daily, weekly and monthly issues and projects as assigned and as they arise.


Department and HR Department from initiation to implement-

tation.

3) Refine and update Business Plan.

4) Continue quarterly Legal Department Newsletter. 5) Conduct quarterly Legal Department & HR Department Lunch



supervisors rotating it amongst various groups based on topic.

6) Continue to monitor HR training of its personnel to handle Unemployment and Worker’s Comp claims.




8) Continue to meet with GCs of key business partners to assess

common points of interest and issues to address to maintain smooth partnership.


Committees.

10) Attend Board meeting and/or BOD committee meetings as

they occur and as directed serving as the Secretary for each meeting.




12) Continue to participate in TDN Corporate Long Term Strategy

Meetings providing legal & HR counsel as required to refine strategies.



14) Correct errors found in HR Department personnel files from

reviewing personnel files for accuracy and adequacy of contents.

15) Correct errors found from reviewing HR Department

compliance with HIPPA.

d. Q4/FY1.

1) Continue to address daily, weekly and monthly issues and

projects as assigned and as they arise.

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Department and HR Department from initiation to

implementation. 3) Refine and update Business Plan.

4) Continue quarterly Legal Department Newsletter.

5) Conduct quarterly Legal Department & HR Department Lunch



supervisors rotating it amongst various groups based on topic. 6) Create annual anti-discrimination seminar for all directors,

C-level executives, VPs, Managers, Supervisors, and

employees, including anit-harrassment training to comply

with applicable laws and regulations.

7) Continue to monitor HR training of its personnel to handle Unemployment and Worker’s Comp claims.




9) Continue to meet with GCs of key business partners to assess

common points of interest and issues to address to maintain smooth partnership.


Committees.

11) Attend Board meeting and/or BOD committee meetings as

they occur and as directed serving as the Secretary for each meeting.




13) Complete participation in TDN Corporate Long Term Strategy

Meetings providing legal & HR components of long term strategies.



2. Long Term Projects.

A timeline for the Long Term Projects listed in this Article V, Section 2, is

attached to this Business Plan as Appendix “B”.

a. Q1/FY1.

1) Begin Contract Categorization/Contract Template/Contract

Management System project with CFO, CIO and National Sales

Director, including whether the GC should be the “final

approver” of a contract before it is executed.

2) Begin full review of Sales Rep. Contract Project with CFO & Sales Director.

3) Begin full review of License Agreement Project with CFO,

Manufacturing Manager & R/D Manager.

4) Begin to assess personnel, software/hardware/

research needs of Legal Department.

5) Begin Document Retention/Litigation Hold Project in conjunction with IT Department, CIO delegatees & CFO.

6) Initiate developing metrics for assessing success of Legal

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Department.

7) Initiate developing metrics for assessing success of HR

Department. 8) Initiate assessment of legal issues related to International

expansion into Asia, the EU and South America, i.e., the

“International Project” with CEO, COO, CFO & CIO, including

Foreign Corrupt Practices Act (“FCPA”) and Export/Import

issues.

9) Initiate full review of Warranty Language/System Project with Manufacturing Manager.

10) Initiate Corporate Compliance/Corporate Ethics Project with

CEO, COO & CFO and/or their delegatees.

11) Initiate RFP Project for outside counsel with CFO.

12) Initiate “Internal/External” and Privileged Communication Project with CIO.

13) Begin assessing issues related to “Knock Off” & Pirated IP

problems stemming from Asia as part of Anti-Piracy Project.

14) Begin assessing issues related to negative/slanderous

comments about TDN and its products/services in the

Blogosphere. 15) Begin reviewing and assessing prior lobbying efforts

along with future lobbying efforts and issues.

16) Begin reviewing and assessing Company’s Collections

policies, procedures and efforts with CFO, Controller and

CFO’s delegatees (i.e., the “Collections Project”).

b. Q2/FY1.

1) Complete Contract Categorization/Contract Template/

Contract Management System Project making necessary

recommendations to appropriate executives. 2) Complete Sales Rep. Contract Review Project making

necessary recommendations to appropriate executives.

3) Complete License Agreement Review Project making


4) Complete assessment of personnel, software/hardware/ research needs of Legal Department making necessary

recommendations to appropriate executives.

5) Complete Document Retention/Litigation Hold Project in

conjunction with IT Department and CIO delegatees making


6) Complete assessment of issues related to “Knock Off” & Pirated IP problems stemming from Asia making necessary

recommendations to appropriate executives as part of Anti-

Piracy Project.

7) Complete assessment of issues related to negative/slanderous

comments about TDN and its products/services in the Blogosphere making necessary recommendations to

appropriate executives.

8) Complete review and assessment of prior lobbying efforts

along with future lobbying efforts and issues making


9) Complete Collections Project. 10) Continue Legal Department Metrics Projects.

11) Continue HR Department Metrics Project.

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12) Continue the International Project.

13) Continue Warranty Language/System Review Project.

14) Continue Corporate Compliance/Corporate Ethics Project. 15) Continue RFP Project for Outside Counsel.

16) Continue “Internal/External” and Privileged Communication

Project.

17) Begin to review and assess legal issues related to Internet

sales channel that was recently rolled out.

18) Begin Job Descriptions/Classification Review Project to assure compliance with DOL regs at Federal, State and Local

level.

19) Begin Project to review and assess Company’s personnel

policies, procedures and forms.

20) Begin IP Protection System Development Project. 21) Begin HR Department analysis of impact of “Obama care” on

TDN.

22) Begin to review issues related to employee use of the Internet

while working for TDN or using TDN property, including

privacy and social media components, (i.e., the “Internet Use

Project”). c. Q3/FY1.

1) Complete developing metrics for assessing success of Legal

Department making necessary recommendations to appropriate executives.

2) Complete developing metrics for assessing success of HR

Department making necessary recommendations to


3) Complete the “International Project” making necessary

recommendations to appropriate executives. 4) Complete Warranty Language/System Review Project

making necessary recommendations to appropriate

executives.

5) Complete Corporate Compliance/Corporate Ethics Project

making necessary recommendations to appropriate executives.

6) Complete RFP Project for outside counsel making necessary


7) Complete “Internal/External” and Privileged Communication

project making necessary recommendations to appropriate

executives. 8) Complete Internet Sales Channel Project making necessary


9) Complete Job Description/Classification Review Project,


10) Complete Personnel Policy Review Project, making necessary recommendations to appropriate executives.

11) Continue IP Protection System Development Project.

12) Continue HR Department analysis of impact of “Obama care”

on TDN.

13) Continue Internet Use Project.

14) Begin assessment of issues related to Corporate Governance matters with BOD and CEO, and/or their delegatees.

15) Begin assessment of insurance coverage issues with CFO and

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delegatees of CFO.

16) Begin review and assessment of Distribution System with

National Sales Director as part of project to revise and streamline same.

17) Begin Disaster Plan Review and Revision Project with CFO &

Managers of Business Groups.

18) Begin OHSA Compliance Review and Revision Project with

CFO & Manufacturing Manager.

19) Begin FY2 Budgeting process for Law Department and HR Department.

20) Begin analysis of TDN’s carbon footprint and “Going Green”

Project with CEO, COO, CFO, CIO & Business Group

Managers.

21) Begin roll out of procedures and templates related to the Contract Categorization/Contract Template/Contract

Management System Project, including necessary training of

appropriate personnel.

22) Begin roll out of procedures and templates related to the

Sales Rep. Contract Review Project, including necessary

training of appropriate personnel. 23) Begin roll out of procedures and templates related to the

License Agreement Review Project, including necessary

training of appropriate personnel.

24) Begin roll out of results of assessment of personnel,

software/hardware/research needs of Legal Department, including necessary training of appropriate personnel.

25) Begin roll out of results of Document Retention/Litigation

Hold Project, including necessary training of appropriate

personnel.

26) Begin roll out of results of assessment of issues related to

“Knock Off” & Pirated IP problems stemming from Asia including implementing necessary actions as part of Anti-

Piracy Project to combat problem.

27) Begin roll out of results of assessment of issues related to

negative/slanderous comments about TDN and its

products/services in the Blogosphere including implementing necessary actions to combat problem.

28) Begin roll out of results of review and assessment of prior

lobbying efforts along with future lobbying efforts and issues

including implementing necessary actions.

29) Begin roll out of new and revised policies, procedures and

processes related to updating collections process at TDN flowing from the Collections Project.

d. Q4/FY1.

1) Complete IP Protection System Development Project making necessary recommendations to appropriate executives.

2) Complete HR Department analysis of impact of “Obama care”

on TDN making necessary recommendations to appropriate

executives.

3) Complete Disaster Plan Review and Revision Project making

necessary recommendations to appropriate executives. 4) Complete OHSA Compliance Review and Revision Project


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5) Complete FY2 Budgeting process for Law Department

and HR Department making necessary recommendations to

appropriate executives. 6) Complete Internet Use Project.

7) Complete Corporate Governance Project.

8) Complete Insurance Review Project.

9) Continue review and assessment of Distribution System with

National Sales Director as part of project to revise and

streamline same. 10) Continue analysis of TDN’s carbon footprint and “Going

Green” Project.

11) Begin roll out of procedures created relative to Legal

Department Metrics Project, including necessary training of

appropriate personnel. 12) Begin roll out of procedures created relative to HR

Department Metrics Project, including necessary training of


13) Begin roll out of action, procedures and policies required

relative to recommendations from the International Project,

including necessary training of appropriate personnel. 14) Begin roll out of action, procedures and policies required

relative to recommendations from the Warranty

Language/System Review Project, including necessary


15) Begin roll out of action, procedures and policies required relative to recommendations from the Complete Corporate

Compliance/Corporate Ethics Project, including necessary


16) Issue RFP to current and prospective outside counsel.


relative to recommendations from the “Internal/External” and Privileged Communication Project, including necessary



relative to recommendations from the Internet Sales Channel

Project, including necessary training of appropriate personnel.


relative to recommendations from the Job Description/

Classification Review Project, including necessary training of


20) Begin roll out of action, procedures and policies required relative to recommendations from the review and assessment

of TDN’s personnel policies, procedures and forms, including

necessary training of appropriate personnel.

21) Monitor results of actions to combat “Knock Off” & Pirated IP

problems as part of Anti-Piracy Project. 22) Monitor results of actions to combat to negative/slanderous

comments about TDN and its products/services in the

Blogosphere.

23) Monitor and manage lobbying efforts.

24) Monitor results of new policies and procedures flowing from

the Collections Project.

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e. Q1/FY2.

1) Complete review and assessment of Distribution System with National Sales Director, making necessary recommendations

to appropriate executives.

2) Complete analysis of TDN’s carbon footprint and “Going

Green” Project, making necessary recommendations to


3) Begin roll out of action, procedures and policies required relative to recommendations from the IP Protection System

Development Project.


relative to recommendations from the HR Department analysis

of impact of “Obama care” on TDN. 5) Begin roll out of action, procedures and policies required

relative to recommendations from the Disaster Plan Review

and Revision Project.


relative to recommendations from the OHSA Compliance

review and Revision Project. 7) Begin roll out of actions, procedures and policies required

relative recommendations from the Internet Use Project,

including providing appropriate training to TDN personnel as

required.

8) Begin roll out of actions, procedures and policies required relative recommendations from the Corporate Governance

Project, including providing appropriate training to TDN

BOD, C-level executives and other personnel as required.

9) Begin roll out of actions, procedures and policies required

relative recommendations from the Insurance Review Project,

including providing appropriate training to TDN personnel as required.

10) Implement FY2 Budgets for Law Department and HR

Department.

11) Monitor implementation of procedures created relative to

Legal Department Metrics Project. 12) Monitor implementation of procedures created relative to HR

Department Metrics Project.

13) Monitor implementation of action, procedures and policies

required relative to recommendations from the International

Project.

14) Monitor implementation of action, procedures and policies required relative to recommendations from the Warranty

Language/System Review Project.


required relative to recommendations from the Complete

Corporate Compliance/Corporate Ethics Project. 16) Review responses to RFPs issued to current and prospective

outside counsel, making assessment of which Law Firms to

utilize.


required relative to recommendations from the

“Internal/External” and Privileged Communication Project. 18) Monitor implementation of action, procedures and policies

required relative to recommendations from the Internet Sales

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Channel Project.


required relative to recommendations from the Job Description/Classification Review Project.


required relative to recommendations from the review and

assessment of TDN’s personnel policies, procedures and

forms.

21) Begin assessment of issues related to potential IPO in FY 4 or FY 5.

e. Q2/FY2.

1) Begin roll out of action, procedures and policies required relative to recommendations from the Distribution System

Review Project, including necessary training of appropriate

personnel.


relative to recommendations from the analysis of TDN’s

carbon footprint and “Going Green” Project making necessary recommendations to appropriate executives, including

necessary training of appropriate personnel.

3) Monitor implementation of procedures and policies created

relative to recommendations from the IP Protection System

Development Project. 4) Monitor implementation of procedures and policies created

relative to recommendations from the HR Department analysis

of impact of “Obama care” on TDN.


relative to recommendations from the Disaster Plan Review

and Revision Project. 6) Monitor implementation of procedures and policies created

relative to recommendations from the OHSA Compliance

Review and Revision Project.


relative to recommendations from the Corporate Governance Project.


relative to recommendations from the Insurance Review

Project.

9) Issue new fee agreements to newly selected outside Law Firms

based on the RFP Project. 10) Monitor Legal Department Metrics.

11) Monitor HR Department Metrics.

12) Monitor Corporate Compliance/Ethics Program.

13) Monitor Legal Department Budget.

14) Monitor HR Department Budget. 15) Monitor Internet Use Policy Compliance.

16) Continue IPO Issues Assessment Project.

VI. Fiscal Management and Metrics.

The CFO has pegged total legal costs for TDN to be in excess of $10,000,000.00. These costs include the fees and expenses paid to outside counsel, internal salaries and

benefits, and other internal costs, including those related to the time expended by a

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variety of people at TDN who interact (in a quasi legal function) with outside counsel

and other companies. The latter cost will be subsumed to a significant degree by the

GC. The GCs goal is to reduce the $10M + cost to less than 0.3% of total TDN revenues

by the end of FY3.

The GC will lead and operate a lean legal department. In FY1 the GC does not

anticipate adding any professional staff. The only staff that will be added, when an

appropriate workload is indentified, is an administrative assistant. Until that position

can be justified utilizing TDN’s standard process for justifying the creation of a new position, the GC will utilize other internal employees at TDN who are presently

underutilized. As necessary due to workload, the GC will utilize contract professionals

for specific assignments from such organizations as Special Counsel. If a paraprofes-

sional is required, such as a paralegal, then the local paralegal association will be used

to identify an appropriate temporary contract paralegal for the specific project, if an

internal employee at TDN can not be identified who is appropriate for the task. If legal research is required, then the local law school will be approached to identify an

appropriate law student to serve that role on a temporary, project by project basis. If

the requisite research is too complex for a law student, then an appropriate contract

attorney will be hired through Special Counsel or a similar service to handle the

complex research.

A key focus of the effort to reduce costs and avoid adding permanent staff

prematurely will be identifying and utilizing the appropriate software programs. Such

programs to be analyzed and considered are Tymetrix, Documentum, Data Cert,

Summation, etc., and an appropriate internal client management software program.

A final focus to reduce legal expenditures will be to conduct a comprehensive

review of the current outside counsel and their assignments from TDN. This review will

examine the type of work being conducted, compare rates and levels of experience being

applied to assure appropriate work being assigned to the correct level of ability and

expertise, the type of charges being assessed TDN by its outside counsel, the industry standard rate and work standards, among other factors. This review will be conducted

in a cooperative manner with outside counsel and include discussions with them about

how to reduce outside counsel costs. Such discussions shall include fixed fees, flat

fees, success fees, and appropriate billing guidelines. Once the review is completed, a

decision will be made about utilizing a RFP approach with billing guidelines to reduce

the number of outside counsel being utilized by TDN. Such an approach will have as its goals: 1) reduce the number of outside counsel utilized by TDN; 2) match outside

Firm core competencies with the true legal needs of TDN; and 3) make the utilization of

outside counsel by TDN to focus on balancing and extending the talent of TDN’s Legal

Department in a complimentary manner, as opposed to a substitute for TDN’s legal

department, in order to reduce total legal costs.

As this Business Plan is effectuated with data becoming available and projects

being assigned and completed, various metrics will be more readily apparent than

presently is the case. Nonetheless, certain metrics can be tracked from the outset.

These initial metrics are:

1) Reduction in legal costs-external vs. internal vs. total vs. total TDN revenue.

2) Meeting the Legal Department Budget-actual vs. projected.

3) Meeting the HR Department Budget-actual vs. projected.

4) Tracking the implementation of Legal Department software and the presumed

streamlining of effort following implementation. 5) Tracking utilization of Legal Department personnel and the timeliness/

effectiveness of those personnel in completing tasks, through internal

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surveys.

6) Tracking effectiveness and utilization of HR Department personnel, through

internal surveys. 7) Tracking litigation resolution along with the initiation and cost of litigation.

8) Tracking the utilization, effectiveness, cost and value added to TDN by

outside legal counsel.

9) Tracking the Legal Department’s initiation and completion of projects.

10) Tracking the HR Department’s initiation and completion of projects.

11) Tracking the costs saved, as well as the improved streams of current income channels and developing income channels.

12) Tracking the value of IP Protection System from pending IP applications

through registered IP through licensing of IP.

13) Tracking relative costs of outside counsel vs. Legal Department in terms of:

a) Costs vs. TDN total revenue; b) Internal Business Groups of TDN;

c) TDN employee count; and

d) Legal Department files opened & handled by it vs. matters referred to

outside counsel.

14) Legal Department’s contract management in terms of:

a) Draft contracts received monthly vs. final contracts approved for execution monthly;

b) Cycle time from receipt of draft contract to approval for execution.

15) Cycle time for projects handled by or involving Legal Department from

initiation to completion, along with tracking any post-completion legal

issues that developed adversely impacting the project.

VII. Resource Management.

The two keys to proper resource management by TDN’s GC will be balance and

discipline within the context of personal and professional growth. The GC can not fulfill

the entire legal requirements of TDN. The GC needs to balance internal resources at TDN with the GC’s capabilities to lessen the reliance on outside resources. When

outside resources must be utilized, the GC needs to balance the cost of those external

resources with the ability of TDN to handle internally its legal requirements. This

combined internal and external balance will require the GC to be ever vigilant and

disciplined to assure that the appropriate internal/external balances are maintained.

Several types of resources, both internal and external, will be available to the GC

to maintain this disciplined balance. Internally it is critical that the GC recognize that

the BOD, CEO, CFO, COO, CIO, VPs, Managers and Supervisors are a critical resource

with whom to maintain close contact and cooperative relations. This will allow the GC

to identify potential issues before they rise to the level of being a true risk costing TDN valuable resources. Also, the GC needs to be in close contact with other TDN employees

in order to identify internal talent who can assist the GC and the Legal Department on

short term projects, as well as be a resource to identify potential issues before they too

become costly risks adversely impacting TDN’s mission.

Finally, identifying, securing and implementing successfully the correct software

programs will allow the GC to more efficiently manage TDN’s legal issues and either

avoid risk, or at least reduce the business risks facing TDN. Such software programs

need to be proven programs that other companies, and their GCs, can vouch are cost

efficient and business effective in properly managing legal matters for a company such

as TDN.

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Externally, the GC needs to develop strong relationships within the robotic

electronics industry. This will be accomplished by joining the legal committee of the

Robotics Electronics Industry Association (“REIA”). Further, the GC will seek to become part of the leadership of the REIA Legal Committee and assist on REIA’s annual

convention preparation.

In addition to involvement with the REIA, the GC shall be active in the

Association of Corporate Counsel (with a particular focus on the Small Law Department

division), as well as the local, state and national bar associations. When appropriate, the GC shall attend ACC seminars to maintain the necessary CLE credits and to learn

about issues confronting TDN. Each of the local, state and national bar associations

have a corporate counsel section. The GC shall join each of these sections and be

active in those sections that truly provide value to TDN.

Because of the GC’s responsibility for the HR Department, the GC shall

maintain membership in the Society of Human Resource Managers (“SHRM”), seeking a

role within its legal committee and attend, as appropriate, seminars conducted by

SHRM on topics impacting TDN. Also, for this reason, the GC shall attend as

appropriate and necessary seminars on employment law that address areas being faced

by TDN. As the CCO, the GC will attend seminars on compliance related matters and issues TDN must address.

By creating and implementing a corporation focused pro bono program within

TDN’s Legal Department, the GC will be exposed to areas of the law that, while not

directly related to the corporate mission of TDN, will provide the GC exposure to legal

issues facing other companies that could become an issue for TDN. This program will be created and implemented when appropriate given the other priorities of the Legal

Department and TDN.

The final resource that must be managed by the GC is the health and mental

welfare of the GC. This shall be accomplished by maintaining a regular and vigorous exercise program, coupled with not-for-profit work and regular vacations that will allow

the GC to relax, recharge and refocus the energies necessary to succeed for TDN as its

GC.

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APPENDIX “A”

TIME LINE FOR SHORT TERM PROJECTS

Project Q1/FY1 Q2/FY1 Q3/FY1 Q4/FY1 Q1/FY2 Q2/FY2 Q3/FY2 Q4/FY2

1. Newly Dev. Resolve daily, weekly and monthly issues and handle similar new projects as they arise from time Issues to time or as they are assigned to the Legal Department by the BOD or senior executives.

2. Proj. Create Refine Refine Refine Refine Refine Refine Refine

Tracking

Matrix

3. Bus. Plan Create Refine Refine Refine Refine Refine Refine Refine

4. BOD Min./ Review Deter. Need N/A N/A N/A N/A N/A N/A

Resol. & Analy. for Addit. Projects

5. AOI/By- Review Deter. Need N/A N/A N/A N/A N/A N/A

Laws Analy. & for Addit.

Analy. Projects

6. Unempl. Review Train Monitor Monitor Monitor Monitor Monitor Monitor

Hear. Prep.

7. Pending Review Review Review Review Review Review Monitor Monitor

Litig. Analy. & Assess. & Assess. & Assess. & Assess. & Assess. & Assess. & Assess. & Assess.

8. NewsLtr. Create/ Create/ Create/Issue Create/Issue Create/Issue Create/Issue Create/Issue Create/

Issue Issue Issue

9. Law Dept. N/A Create/ N/A N/A N/A Create/Give N/A N/A Lunch Sem. Give

10. HR Dept. N/A N/A Create/Give N/A N/A N/A Create/Give N/A

Lunch Sem.

11. Qtrly. N/A N/A N/A Create/Give N/A N/A N/A Create/ Sem. Give

12. Qtrly. N/A N/A N/A Create/Give N/A N/A N/A Create/

Anti-Disc. Give

Seminar

13. Meet w/ Conduct Conduct Conduct Conduct Conduct Conduct Conduct Conduct

Out. Atty.


Bus. Ptnr. GCs

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APPENDIX “A”

TIME LINE FOR SHORT TERM PROJECTS


15. BOD/ Attend Attend Attend Attend Attend Attend Attend Attend

Comm.

Meetings


Facil. . as needed as needed as needed as needed as needed as needed as needed as need.

Mgrs. & req. & req. & req. & req. & req. & req. & req. & req.

17. Rev. HR N/A Review Make Neces. N/A N/A N/A N/A N/A Pers. Files Correct.

18. HIPPA N/A Review Make Neces. N/A `N/A N/A N/A N/A

Compl. Rev. Correct.

19. LDept. N/A Review Review Review Review Review Review Review Budget

20. TDN N/A Participate Participate Participate Participate Participate Participate Partici-

Strategic pate

Meetings

21. ACC N/A Participate Participate Participate Participate Participate Participate Partici-

(Nat’l. pate

& St.)

22. HR Dept. N/A Review Review Review Review Review Review Review Budget

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APPENDIX “B”

TIME LINE FOR LONG TERM PROJECTS


1. Cont. Mgt.

System Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

2. Sales Rep. Cont. Rev. Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

3. License Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Agr. Rev.

4. LDept. Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Pers. Need

Analy.

5. Doc. Ret. Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Policy

6. Collect. Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Proj.

8. LDept. Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor Metrics

8. HR Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor

Dept.

Metrics

9. Internat. Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor

Project

10. Warr. Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor

Syst. Review

11. Corp. Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor

Compl./

Ethics Policy

12. OC RFP Initiate Cont’d. Complete Issue to OC Rev. RFPs Select LFs Monitor Monitor

Project & Issue

New FAgrs.

13. Int./Ext. Initiate Cont’d. Complete Roll Out Monitor Monitor Monitor Monitor Comm./

Priv. Policy

14. “Knock Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Off”/Anti-

Piracy Proj.

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APPENDIX “B”



15. Combat. Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

Neg. Blogs

Proj.

16. Lobbying Begin Complete Roll Out Monitor Monitor Monitor Monitor Monitor

17. Internet N/A Begin Complete Roll Out Monitor Monitor Monitor Monitor

Sales Proj.

18. DOL N/A Begin Complete Roll Out Monitor Monitor Monitor Monitor

Job Class.

Proj.

19. Person. N/A Begin Complete Roll Out Monitor Monitor Monitor Monitor

Policy Rev. Proj.

20. IP Prot. N/A Begin Cont’d. Complete Monitor Monitor Monitor Monitor

Syst. Proj.

21. Obama N/A Begin Cont’d. Complete Monitor Monitor Monitor Monitor

Care Rev.

Proj.

22. Employee N/A Begin Cont’d. Complete Monitor Monitor Monitor Monitor

Internet Use Proj.

23. Corp. Gov. N/A N/A Begin Complete Roll Out Monitor Monitor Monitor

Proj.

24. Ins. Rev. N/A N/A Begin Complete Roll Out Monitor Monitor Monitor

25. Distrib. N/A N/A Begin Cont’d. Complete Roll Out Monitor Monitor

Syst. Rev.

Proj.

26. Disaster N/A N/A Begin Complete Roll Out Monitor Monitor Monitor

Plan Proj.

27. OSHA N/A N/A Begin Complete Roll Out Monitor Monitor Monitor

Compl. Rev. Proj.

28. FY2 N/A N/A Begin Complete Implement Monitor Monitor Monitor

Legal

Dept.

Budget

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APPENDIX “B”



29. FY2 N/A N/A Begin Complete Implement Monitor Monitor Monitor

HR Dept.

Budget

30. Carbon N/A N/A Begin Cont’d. Complete Roll Out Monitor Monitor

Footprint

/Environ.

Rev. Proj.

31. IPO Issues N/A N/A N/A Begin Cont’d. Cont’d. Cont’d. Report

Proj.

Note: This Business Plan Template with Appendix “A” and “B” is copyrighted in

2012 by William C. Potter and is his sole property. This proprietary document may not be used for any purpose without the express written permission of Mr.

Potter, who may be contacted at 317.625.4834 or [email protected], as all

violators of Mr. Potter’s IP rights relative to this Business Plan Template with

Appendix “A” and “B” will be prosecuted to the fullest extent provided by

International, national, state/provincial and local laws.

mailto:[email protected]

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