Structuring and Negotiating Executive Compensation Packages: Addressing Pay, Severance, Restrictive Covenants, and More

A live 90-minute CLE webinar with interactive Q&A


Tuesday, September 19, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017


This CLE webinar will provide ERISA, compensation and HR counsel with strategies for structuring and negotiating executive employment agreements. The panelists will discuss considerations and best practices when drafting provisions regarding compensation, severance, restrictive covenants and other key terms.

Description

Structuring employment agreements with senior executives can raise significant legal issues, considerations and consequences for employers and executives, including tax, securities, corporate and employment law, among others.

Additionally, because employment agreements for public company executives must often be publicly disclosed, these agreements and the amounts payable under them are subject to scrutiny from shareholders and their advisors, governmental agencies and others.

Counsel must prepare to anticipate and avoid pitfalls that lurk in the details of an executive employment agreement. There are various important provisions, including those addressing incentive pay, equity grants and severance entitlements (including the circumstances triggering payment and release requirements). Special considerations that arise in the context of a change in control will also be addressed. The restrictive covenants landscape is constantly changing, and our panel will address recent developments regarding those arrangements.

Listen as our panel reviews the various types of executive compensation; techniques and considerations for negotiating severance provisions; best practices for drafting restrictive covenants; and more. The panelists will discuss relevant legal issues with an emphasis on addressing practical real-life situations.

Outline

  1. Threshold considerations
    1. Pros/cons of entering into executive employment agreements
    2. Term
    3. Title/duties
    4. Reporting
  2. Types of compensation
    1. Base salary
    2. Bonus/short-term incentive pay
    3. Long-term incentive pay
    4. Benefits and prerequisites
  3. Negotiating severance
  4. Change in control considerations
  5. Restrictive covenants
  6. Other key provisions and considerations

Benefits

The panel will review these and other key issues:

  • When employment agreements are appropriate
  • What types of compensation structures that must be considered when negotiating and drafting an executive employment agreement
  • How tax considerations for different forms of compensation
  • What are the “hot-button” executive compensation issues from an investor’s perspective
  • How to handle the release requirement in order for an executive to receive severance
  • How an employer can bolster the enforceability of restrictive covenants
  • When and how to include change in control protections

Faculty

Kenneth J. Laverriere, Partner
Shearman & Sterling, New York

Mr. Laverriere advises fiduciaries on the investment of the assets of pension plans and the design and administration of tax-qualified and nonqualified plans and the application of ERISA’s plan asset rules to plan investments. His practice includes the structuring and analysis of a broad range of compensation arrangements, including equity and non-equity based incentive programs, deferred compensation plans, investment partnerships, carried interest plans, and financial adviser compensation programs. He advises clients on compensation and benefit issues in merger and acquisition transactions and represents individuals and corporations in the negotiation of employment, termination and change in control arrangements.

Austin S. Lilling, Partner
Katten Muchin Rosenman, New York

Mr. Lilling focuses his practice on issues relating to executive compensation arrangements and employee benefit plans. He has experience in designing and negotiating compensation arrangements, both for senior executives and employers, including employment agreements, severance agreements, change in control agreements, and equity and phantom equity compensation arrangements. He also has significant experience handling compensation matters in a transactional setting, including as they relate to private and public mergers and acquisitions, financial restructurings, and investment fund acquisitions and dispositions. Additionally, he has significant experience regarding tax issues relating to compensation arrangements.

Andrea S. Rattner, Partner
Proskauer Rose, New York

Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other issues affecting executive compensation. She regularly provides advice on equity arrangements, employment agreements, change-in-control agreements and other types of executive compensation, including incentive arrangements, SERPs, deferred compensation and 409A and 162(m) compliant plans.


Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 08/25/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

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On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

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Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $344.00

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Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 08/25/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 08/25/17)


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Early Registration
Discount Deadline
August 25, 2017
(5 days)

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Customer Reviews

The seminar was understandable, fluid and thorough for the topics covered.

Susan L. Dolin, Esq.

Susan L. Dolin

I appreciated the practical solutions to common problems.

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McCarter & English

Great overall summary of ERISA issues.

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The Lambos Firm

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Odin, Feldman & Pittleman

or call 1-800-926-7926

Employment & ERISA Advisory Board

Susan E. Bernstein

Special Counsel

Schulte Roth & Zabel

Judith (Jude) Biggs

Partner

Holland & Hart

Joshua Davis

Director

Goulston & Storrs

Barbara E. Hoey

Partner

Kelley Drye

Jeffrey Hollingsworth

Partner

Perkins Coie

Diana L. Hoover

Partner

Hoover Kernell

Paul J. Kennedy

Shareholder

Littler Mendelson

Marcia Nelson Jackson

Partner

Wick Phillips

William C. Martucci

Partner

Shook Hardy & Bacon

Laura Foote Reiff

Shareholder

Greenberg Traurig

Eugene Scalia

Partner

Gibson Dunn & Crutcher

Peter Steinmeyer

Member

Epstein Becker & Green

Teresa R. Tracy

Partner

Freeman Freeman Smiley

Todd D. Wozniak

Shareholder

Greenberg Traurig

or call 1-800-926-7926

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