Executive and Equity-Based Compensation

The competitive marketplace for executive talent requires the creative use of an array of compensation programs designed to attract, motivate and retain key personnel. Increased shareholder and regulatory scrutiny further demand that executive and outside-director compensation packages are carefully considered and designed to align with corporate profitability or other goals.

Our employee benefits and executive compensation lawyers have broad depth of experience in designing, implementing and maintaining all types of executive and outside-director compensation and incentive programs, including equity-based or measured plans and arrangements such as the following:

  • Restricted stock and phantom stock plans
  • Stock options and stock appreciation rights plans and arrangements
  • Performance-based bonus plans
  • Supplemental retirement and severance plans
  • Non-qualified deferred compensation arrangements
  • Split-dollar life insurance arrangements
  • Change-in-control arrangements
  • Individual employment and consulting agreements

We also often advise on the tax consequences of programs, including corporate deductibility, income tax and FICA tax issues for the executive or outside director.

In addition to designing compensation programs that address specific tax considerations, the group handles executive compensation issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, including Securities and Exchange Commission (SEC) disclosure and reporting requirements.

Representative Experience

  • Representation of employers and executives in the negotiation of executive employment and severance agreements
  • Design and implementation of incentive stock option and restricted stock programs for publicly and non-publicly held companies, including programs for outside directors
  • Design of equity-measured bonus programs, including tax planning under Internal Revenue Code Section 162(m)
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