Our lawyers provide sophisticated business advice in designing, implementing and administering a wide spectrum of executive compensation programs. In today’s competitive marketplace, companies increasingly rely on innovative compensation programs to attract, retain and motivate key executive talent. At the same time, however, recent corporate events have provided the impetus for sweeping changes to the rules governing executive compensation practices. Our experience in the area of executive compensation enables us to navigate the changing landscape of tax, corporate, securities, ERISA and employment laws that impact compensation programs. Because of our breadth of experience, we are able to identify best practices as they emerge in the marketplace and provide responsive, high-quality and cost-effective solutions for our clients. The following are examples of areas in which we have substantial experience:
- Designing and implementing equity-based compensation arrangements for corporations and limited liability companies, including options, equity appreciation rights, restricted stock, phantom stock and other strategies to align the interests of employees with owners and create long-term retention incentives.
- Structuring short-term and long-term incentive arrangements that avoid unintended consequences and promote desired results by tying a portion of an employee’s total cash compensation to the achievement of company-wide, business unit and/or individual performance goals.
- Leveraging our understanding of Section 409A of the Internal Revenue Code to develop deferred compensation arrangements that provide key employees with supplemental retirement benefits in excess of those allowed under 401(k) and other tax-qualified retirement plans.
- Negotiating and implementing employment agreements and severance arrangements for key employees, including post-employment restrictions such as non-disclosure, non-competition and non-solicitation obligations, which are often essential tools for protecting a company’s business interests, trade secrets and confidential information.
- Advising companies on the executive compensation aspects of mergers and acquisitions, including the due diligence process regarding compensation and benefit arrangements and the tax penalties imposed on golden parachute payments. We also design change-in-control (or golden parachute) agreements to protect the interests of key employees and ensure their continued dedication in the event of a potential or pending transaction.