Robert M. Fields
1. Stock Options
a. Design: i. A stock option consists of the right of an employee, director or independent contractor to purchase stock of the company at...
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Robert M. Fields
2. Stock Appreciation Rights
a. Design: i. Generally, stock appreciation rights (“SARs”) consist of the right of the individual to elect (within a certain period of...
Robert M. Fields
3. Restricted Stock
a. Design: i. Restricted stock is composed of shares of stock of a corporation (regardless of whether a “C” or “S” corporation). The...
Robert M. Fields
4. Restricted Stock Units
a. 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. Fields
5. Performance Shares and Performance Units
a. Design: i. Performance Shares and Performance Unit awards may be granted in the amounts and subject to the terms and conditions...
Robert M. Fields
6. Profits Interests in LLCs
a. Design: i. As you may know, limited liability companies (“LLCs”) have become a very popular form of business organization. They...
Robert M. Fields
7. 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. Fields
8. Phantom Stock
a. 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. Fields
9. Stock Restriction Agreements
a. It has been my practice to have individuals receiving shares of stock under stock options, SARs, restricted stock, RSUs and PSUs...
Robert M. Fields
EXECUTIVE COMPENSATION AND EMPLOYEE BENEFITS ISSUES IN M&A SITUATIONS
I. Executive Compensation. One item often overlooked in negotiations between the buyer and seller of a company is how the target...
Robert M. Fields
LEVERAGED ESOP TRANSACTIONS
Introduction: As you may know, leveraged ESOPs are quite popular with individuals desiring to sell their closely-held businesses or...
Robert M. Fields
FAMILY 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. Fields
SECTION 162(M): Pitfalls for the Unwary
As you know, Section 162(m) of the Internal Revenue Code generally provides that compensation paid to certain executives of public...
Robert M. Fields
SECTION 280G: Pitfalls for the Unwary
Under Section 280G of the Code, corporations involved in change in control transactions are denied income tax deductions for certain...
Robert M. Fields
SECTION 409A: Pitfalls for the Unwary and June, 2016 Proposed Regulations
Wide Application of Code Section 409A. As may you know, Section 409A of the Code governs the design and taxation of “non-qualified ...