Robert M. Fields1. Stock Optionsa. Design: i. A stock option consists of the right of an employee, director or independent contractor to purchase stock of the company at...
Robert M. Fields2. Stock Appreciation Rightsa. Design: i. Generally, stock appreciation rights (“SARs”) consist of the right of the individual to elect (within a certain period of...
Robert M. Fields3. Restricted Stocka. Design: i. Restricted stock is composed of shares of stock of a corporation (regardless of whether a “C” or “S” corporation). The...
Robert M. Fields4. Restricted Stock Unitsa. Design: i. Each RSU represents a promise by the company to deliver to the individual one share of stock at a predetermined date in the...
Robert M. Fields5. Performance Shares and Performance Unitsa. Design: i. Performance Shares and Performance Unit awards may be granted in the amounts and subject to the terms and conditions...
Robert M. Fields6. Profits Interests in LLCsa. Design: i. As you may know, limited liability companies (“LLCs”) have become a very popular form of business organization. They...
Robert M. Fields7. LTIPs (Cash Incentives)a. Design: i. LTIPs and other cash incentives consist of the right of an individual to receive cash payments conditioned upon the...
Robert M. Fields8. Phantom Stocka. Design: i. “Phantom Stock” is provided under a long-term plan pursuant to which a cash payment of a specific amount is made to...
Robert M. Fields9. Stock Restriction Agreementsa. It has been my practice to have individuals receiving shares of stock under stock options, SARs, restricted stock, RSUs and PSUs...
Robert M. FieldsEXECUTIVE COMPENSATION AND EMPLOYEE BENEFITS ISSUES IN M&A SITUATIONSI. Executive Compensation. One item often overlooked in negotiations between the buyer and seller of a company is how the target...
Robert M. FieldsLEVERAGED ESOP TRANSACTIONSIntroduction: As you may know, leveraged ESOPs are quite popular with individuals desiring to sell their closely-held businesses or...
Robert M. FieldsFAMILY OWNED BUSINESSES: How to Compensate the Non-Family Executive How to Compensate the Non-Family Executive Who Wants an Equity Share in the Enterprise The last few decades have seen a significant...
Robert M. FieldsSECTION 162(M): Pitfalls for the UnwaryAs you know, Section 162(m) of the Internal Revenue Code generally provides that compensation paid to certain executives of public...
Robert M. FieldsSECTION 280G: Pitfalls for the UnwaryUnder Section 280G of the Code, corporations involved in change in control transactions are denied income tax deductions for certain...
Robert M. FieldsSECTION 409A: Pitfalls for the Unwary and June, 2016 Proposed RegulationsWide Application of Code Section 409A. As may you know, Section 409A of the Code governs the design and taxation of “non-qualified ...