Executive and Incentive Compensation
Plan Compliance and Documents
- Equity-based compensation plans
- Nonqualified deferred compensation plans for taxable and tax-exempt entities
- Retention and bonus plans
- Supplemental executive retirement plans
- Change in control agreements
Shareholder Adviser Compliance
- Counsel clients facing scrutiny from Institutional Shareholder Services or Glass, Lewis & Co.
- Help clients navigate limitations that shareholder advisers place on equity incentive plans
- Draft compensation and incentive programs in a manner that anticipates issues likely to be raised by Institutional Shareholder Services or Glass Lewis
- Work with Institutional Shareholder Services and Glass Lewis to win preliminary approval of draft compensation plans
Code Section 409A Compliance
- Review and revision of existing plans and agreements
- Correction of plan document and operational failures
Code Section 162(m) Compliance
- Plan document terms
- Shareholder approval requirements
- Composition of the Compensation Committee
- Performance metrics
- Defend shareholder suits arising from 162(m) compliance issues
Drafting and Negotiation of Agreements
- Equity Incentive Plans
- Change of Control/Golden Parachute Agreements
- Phantom Equity Plans, including in Canada, the U.K., and other markets
- Employment Agreements
- Severance/Retention Agreements
- Employee Non-Compete/Confidentiality Agreements
- Consulting and Director Fee Arrangements
- Equity Grant Agreements with executives, including “clawbacks” and other “bad boy” clauses
Assistance With Global Executive Compensation Issues
- Review and compliance of foreign pension and compensation arrangements that cover U.S. taxpayer employees
- In bound foreign employee compensation and taxation
- Advise corporate subsidiaries in countries outside of the U.S., including Canada, Mexico, the United Kingdom, China, Israel and Norway, among others
- Design cross-border, employee compensation programs to maximize tax savings in various jurisdictions
Executive Bonus Plans
- Draft bonus plans for private and public companies in various industries
- Advise energy clients on innovative bonus programs tied to oil and gas production
Disclosures Relating To Executive Compensation
- Proxy disclosures
- SEC and exchange disclosures
- Tax consequences of tender offers related to repriced stock options
- “Top Hat” plan disclosures
Advice in Mergers and Acquisitions
- Identification and quantification “excess parachute payments”
- Acceleration of vesting and “cashing-out” of equity grants
- Drafting change in control bonus and severance plans for executives and non-executive employees
- Structure agreements in a manner that helps avoid tax implications
Employee vs. Independent Contractor
- Analysis of relevant factors
- Determination of eligibility for employee benefit plans
- Code Section 409A implications of change in employment relationship
Lawdragon has included five Haynes and Boone, LLP partners from four offices in the 2022 edition of the Lawdragon 500 Leading Corporate Employment Lawyers guide: Jesse Gelsomini, Jason Habinsky, Chris Kang, Laura O’Donnell, and Susan Wetzel. In compiling the 16th edition of the directory, Lawdragon vetted thousands of candidates, choosing lawyers who have had a significant impact representing e [...]

Susan Wetzel Authors Article in Business Law Today About Code Section 280G Issues
September 14, 2021