Executive Compensation: Employment Offers and Agreements

Structuring Key Provisions for Nonqualified Deferred Compensation, Employee Release Conditions, Golden Parachutes, and Top Hat Plans

Dec. 31 deadline to update employee release conditions under 409A amendments

Recording of a 110-minute premium CLE/CPE webinar with Q&A

Conducted on Wednesday, November 7, 2012

Recorded event now available

or call 1-800-926-7926
Program Materials

This teleconference will provide counsel with best practices for drafting and reviewing executive compensation agreements that comply with IRC Section 409A nonqualified deferred compensation provisions and impending employee release condition requirements. The panel will also review golden parachute and top hat drafting.


Negotiating 409A deferred compensation plans can be very challenging. All parties must understand the common pitfalls in identifying covered arrangements and proper treatment of SERPS, stock rights and termination provisions before drafting.

A new wrinkle to 409A takes effect with a Dec. 31, 2012, deadline. Many employment agreements contain provisions for severance payments beginning on the date the employee takes a specified action. New guidance imposes limits that may require revisions to existing documents.

Executive pay considerations also include proper handling of 280G golden parachutes, governing payment or property transfers to certain key individuals if there is a change of ownership or control, as well as top hat plans that offer flexibility and may avoid ERISA requirements.

Listen as our panel of employee benefits attorneys examines key compensation plan components of offers and contracts for executives, examining existing and impending 409A requirements, provisions for golden parachutes and top hat plans. The panel will outline best practices for drafting, reviewing, and negotiating these crucial aspects of offers and contracts.



  1. Section 409A: compensation arrangements
    1. Employee Release Condition 12-31 Transition Deadline
    2. SERPS requirements
    3. Common compliance errors
  2. Section 280G: golden parachutes
    1. Qualifications
    2. 280G excess parachute payments
  3. Top hat plans
    1. Avoiding triggering ERISA: unfunded and selective recipients
    2. Reporting requirements


The panel will review these and other key questions:

  • What existing payment arrangements need to be reviewed to ensure compliance with 409A guidance effective on Dec. 31, 2012?
  • What are the reimbursement and six-month delay considerations IRC 409A presents to drafters?
  • What key individuals are covered by 280G parachutes?
  • How can a top hat plan be structured to ensure flexibility while avoiding ERISA reporting requirements?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


J. Mark Poerio
J. Mark Poerio

Paul Hastings

His practice focuses on executive compensation and employee benefit matters. He assists with corporate, tax, financial...  |  Read More

William B. Duff
William B. Duff

Schiff Hardin

He practices primarily in the areas of employee benefits, including ERISA, executive compensation, employment law and...  |  Read More

Damian A. Myers
Damian A. Myers

Paul Hastings

He focuses his practice in all aspects of employee benefits and executive compensation law and advises clients with...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include program handouts.

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