Executive Compensation
We are sensitive to the special dynamics of executive compensation issues and are experienced in effectively dealing with the concerns raised by these programs. We regularly provide assistance with respect to all forms of elective and nonelective compensation and incentive programs, including shareholder approved stock and "omnibus" plans. We have advised on special life, health and other welfare benefits for executives, as well as issues involving company-provided transportation and other fringe benefits. In addition to tax and ERISA requirements, our lawyers are well versed in the securities laws and corporate governance considerations applicable to executive compensation.
Examples of recent executive compensation projects include the following:
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Developing option, long-term and annual performance-based incentive, restricted stock, stock unit, and similar programs for officers or corporate directors, as well as elective deferral, benefit equalization and supplemental executive retirement plans.
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Reviewing and restructuring executive compensation programs to satisfy the "performance-based pay" exception to the $1,000,000 deduction cap applicable to the top officers of public companies.
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Review, negotiation and implementation of cash value life insurance "informal funding" arrangements and split-dollar insurance contracts.
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Developing employment contracts for CEO's and other officers of publicly held companies.
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Providing advice on the SEC's Section 16 rules, on proxy disclosure rules for compensation arrangements, and on relevant provisions of the Sarbanes-Oxley Act of 2002.
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Structuring "rabbi trusts," "secular trusts" and "secular annuities" for officers of publicly held companies, and evaluating deferred compensation insurance, contingent security trusts, and other benefit security mechanisms.
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Revising employment contracts, stock options, supplemental executive retirement plans and elective deferred compensation plans to minimize the "golden parachute" tax potentially applicable to payments in the event of a change in control.
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Revising supplemental executive retirement plans to provide greater flexibility in payment alternatives while minimizing current tax risks.
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