Structuring Equity and Nonqualified Deferred Compensation: Achieving Tax and Legal Objectives

Recording of a 90-minute premium CLE/CPE webinar with Q&A

Conducted on Thursday, November 9, 2017

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE/CPE course will provide an overview of the statutory and regulatory rules and government guidance, and practical considerations, practice pointers and tips for structuring the compensation. They will describe the various types of equity and nonqualified deferred compensation commonly part of executive compensation packages, compare the types of compensation, discuss circumstances under which one type of compensation is preferable to another, explain potential tax consequences, and more.


Each type of equity compensation and nonqualified deferred compensation is subject to tax rules that determine the timing and amount included in employee gross income from the compensation and the deduction to the employer for paying this compensation.

For equity compensation, which generally includes restricted property, stock options, performance shares and similar incentive pay, the tax rules are found in IRC Sections 83, 421 and 422 and the Treasury regulations and related IRS guidance.

For nonqualified deferred compensation, which generally includes supplemental executive retirement plans (SERPs) and plans of deferred pay, the tax rules are found in IRC Sections 61, 162, 280G, 404, 409A, 451, 457, 3121 and 3306, the Treasury regulations, and relevant IRS guidance. ERISA must be considered when structuring nonqualified deferred compensation.

Counsel must understand these statutory and regulatory rules, IRS guidance, and, where applicable, DOL guidance on ERISA, to structure, draft and implement the equity compensation and nonqualified deferred compensation, and to achieve the tax and legal results the employer intends. Our experienced panel will provide direction to executive compensation counsel on structuring the compensation in light of these rules and this government guidance, as well as the panel’s own experience representing corporations and senior executives.

Listen as our authoritative panel discusses important topics such as the general workings of the rules and regulations under IRC Sections 83 and 409A, substantial risk of forfeiture with restricted property, income recognition, IRC Section 83(b) elections, tax withholding requirements, IRC Section 162 deduction rules and limits, and golden parachute rules. The panel will provide practical considerations, practice pointers and drafting tips for preparing equity compensation and nonqualified plans of deferred compensation.



  1. Types of executive compensation—general overview
  2. Equity compensation—description, use and tax consequences
  3. Nonqualified deferred compensation—description, use, tax and ERISA consequences
  4. Deferred compensation for tax exempt employers


The panel will review these and other key issues:

  • IRC Sections 83, 421 and 422 for equity compensation
  • IRC Sections 61,162, 280G, 404, 409A, 451, 457, 3121 and 3306 for nonqualified deferred compensation
  • Practical considerations, practice pointers and tips for structuring, drafting and implementing compensation


Baum, Stanley
Stanley Baum

Of Counsel
Cary Kane

Mr. Baum has practiced in the areas of ERISA, employee benefits, executive compensation and employment law for over 30...  |  Read More

Bernstein, Susan
Susan E. Bernstein

Special Counsel
Schulte Roth & Zabel

Ms. Bernstein is special counsel in the New York office of Schulte Roth & Zabel LLP, where she has been advising...  |  Read More

Faber, Adam
Adam Faber

Faber Eubanks

Mr. Faber has extensive experience in counseling and advising employers and employees regarding employment, benefits...  |  Read More

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

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