Executive and Incentive Compensation Attorneys

Compensating and incentivizing key employees is critical to the success of many organizations. Jackson Walker employee benefits and executive compensation attorneys work directly with owners and top management of all types of organizations to design, implement and administer executive compensation programs that ensure incentive compensation is aligned with the goals and long-term success of the organization and are competitive in the market. During this process, we listen to our clients’ specific needs and goals and discuss various executive compensation alternatives, including:

Annual bonus and long term incentive plans (LTIPs)
Equity compensation plans that provide for awards of:
- Stock options
- Restricted stock
- Stock appreciation rights (SARs)
- Profits interests in partnerships
Restricted stock units and other “phantom” equity programs
Severance plans
“Change in Control” and retention bonus arrangements
Executive employment agreements
“457(f)” compensation arrangements for non-profit and governmental executives

Once the desired compensation plans or programs have been chosen, we collaborate with our client to design the structure of these programs based on the goals and needs expressed by the client, including both business and tax considerations. Finally, we draft and prepare the plans, agreements, and other documentation needed to address all desired features in a manner that is understood by employees and the management team responsible for administering the plans or programs.

Jackson Walker’s experience in this area is not limited to representation of employers. Our executive compensation attorneys also represent key executives and assist in the negotiation of employment agreements and participation in many of the incentive compensation plans or programs discussed above.

Designed long term incentive program with deferred bonus arrangement and multi-tiered performance incentives for large privately held client in the energy industry
Collaborated with client in the food and beverage industry to develop deferred bonus commission arrangement for sales force
Counseled start-up technology clients on equity compensation alternatives in order to provide key employees with ownership opportunities.
Developed transaction bonus compensation program for large privately-held client in connection with private equity buy-out
Negotiated employment agreement of university president on behalf of Board of Trustees, including advising on non-profit executive compensation concerns and deferred compensation elements implicating IRC Section 457(f)
Created phantom equity arrangement with incentive-based components for closely-held business
Advised on advantages and alternative structuring for a change in control agreement for a key employee of a closely-held business
Designed long term incentive program for tax exempt organization
Developed overall incentive program for solar energy company including buy-out of existing shareholders, change in control bonus awards, and annual incentive bonus arrangement
Counseled publicly-traded companies on IRC Section 409A compliance with respect to executive compensation
Negotiated severance terms of executive employment agreement, on behalf of executive, in connection with buy-out of employer to ensure IRC Section 409A compliance
Advised executives on IRC Section 409A and IRC Section 280G issues related to bonus transactions and accelerated equity compensation in connection with corporate transaction