Executive Compensation

We advise employers and their executives on all facets of executive compensation, from incentive and nonqualified stock options, to restricted stock plans, stock appreciation rights and restricted share units. Limitations on the use of tax-qualified plans for key executives have made nonqualified deferred compensation an increasingly large aspect of our practice, requiring the design of creative deferred compensation arrangements, including long-term incentive compensation plans, SERPs, and excess benefit plans.

Our clients’ need to comply with (or otherwise take into account) the complex deferred compensation rules under Sections 409A and 457A has significantly increased our involvement in reviewing and advising on all types of deferred compensation arrangements. We have also helped clients avoid or mitigate penalties on potential “excess parachute payments” and other limitations on the deductibility of executive compensation. Where service recipients structured as pass-through entities desire to grant to their service providers profits interests or opportunities to invest cash in the service recipients’ business activities, we design or amend partnerships and other ownership structures to facilitate such grants and investments.

We are frequently engaged to act as independent counsel for CEOs and other senior officers negotiating employment agreements and compensation packages with public and privately held companies. Acting sometimes for the company and other times for the executive, we have designed severance agreements involving “golden handcuffs,” “golden parachutes,” and other arrangements to protect the position of management in unfriendly takeovers. Because of our international experience, we also work with non-U.S. executives and U.S. expatriates to design compensation arrangements structured to minimize the impact of U.S. and foreign income and estate taxation.