We provide legal services to clients that sponsor a variety of executive compensation arrangements, including:
- Equity-based and cash-based incentive arrangements, including incentive stock options (ISOs), non-qualified stock options (NSOs), stock appreciation rights (SARs), phantom equity, restricted stock/restricted stock units, and performance awards;
- Incentive compensation arrangements, including annual incentive plans, discretionary bonus plans, long-term incentive plans, spot awards, profit-sharing plans, gain-sharing plans, team/small-group incentive plans, retention bonus plans, change in control agreements, and project bonus plans;
- Severance arrangements; and
- Nonqualified deferred compensation plans, including salary reduction arrangements, bonus deferral plans, supplemental executive retirement plans (SERPs), excess benefit plans, top-hat plans and Code Section 457(f) ineligible plans.
The legal services we provide for our clients’ nonqualified deferred compensation arrangements include:
- Plan design and redesign, plan document drafting and review;
- Drafting and reviewing required disclosures and other communications to plan participants;
- Counseling on federal and state (blue sky) securities registration and registration exemption requirements;
- Assisting in navigating benefits and compensation-related laws and hurdles in foreign (non-U.S.) jurisdictions, and expertly facilitating joint representation efforts with foreign counsel when required;
- Identifying and correcting Code Section 409A plan document and plan operational failures;
- Identifying top-hat plan statement filing errors and correcting them using the DOL’s DFVCP program;
- Reviewing and negotiating third-party service provider agreements;
- Counseling on the disposition of executive compensation arrangements in business transactions, including stock and asset sales as well as mergers;
- Analyzing and resolving Code Section 280G issues, including those involving equity compensation; and
- Advising in connection with audits and other compliance inquiries initiated by governmental agencies, including the IRS, DOL, PBGC and SEC.
