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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Thursday, January 11, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide benefits counsel with guidance on structuring and negotiating equity compensation arrangements and employment agreements for startups and emerging growth companies. The panel will offer strategic approaches for using these vital tools to attract talent to build and grow companies while avoiding common pitfalls that can hamper progress.

Faculty

Marshall Mort
Partner
Fenwick & West LLP

Mr. Mort focuses his practice on representation of public and private technology and life sciences companies in a wide variety of corporate transactions. He advises on the issues that regularly arise with equity plans, executive compensation agreements and other employment benefit arrangements when clients are involved in mergers, acquisitions, public securities offerings, onboarding and terminations.

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Shawn E. Lampron
Partner
Fenwick & West LLP

Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public companies, and venture and institutional investors. She works with clients to structure compensation and benefit programs covering the full spectrum of equity and cash compensation arrangements, including all types of employee stock options, restricted stock, employee stock plans, employment agreements, deferred compensation, and other fringe benefit arrangements. Ms. Lampron was most recently part of the team that represented Fitbit in its $732 million IPO in June 2015.

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Description

Several alternatives are available to startups and emerging growth companies to provide equity compensation to their employees when the company may not be able to offer high salaries. Employee stock options, restricted stock, restricted stock units, and deferred compensation arrangements can help startups attract the talent needed for success. However, these arrangements present intricate design, structuring, and tax challenges for benefits counsel, including how to structure equity arrangements, avoid the pitfalls of Section 409A, and make 83(b) elections.

Startups should also strategically use employment agreements to protect the company's interests during the critical early years. Termination clauses and restrictive covenants are among the most effective and vigorously negotiated provisions of executive employment agreements. Recently proposed federal rules will, if enacted, drastically change the landscape for enforceability of such covenants.

Listen as our experienced panel of executive compensation practitioners discusses best practices for structuring and negotiating equity compensation arrangements and employment agreements for startups and emerging growth companies. The authoritative panel will offer strategic approaches for using these vital tools to build and grow companies while avoiding common pitfalls that can hamper progress.

Outline

  1. Equity compensation alternatives available to startups
    1. Design, structuring, and implementation considerations
    2. Tax implications and accounting treatment
      1. Section 83 elections
      2. Section 409A considerations
  2. Negotiating and drafting executive employment agreements
    1. Restrictive covenant provisions
    2. Termination provisions
    3. Section 409A considerations for severance agreements

Benefits

The panel will review these and other high priority issues:

  • How does IRC Section 409A impact the drafting of employment agreements, equity agreements, and severance plans?
  • What are best practices in drafting termination provisions that minimize post-employment disputes?
  • What are the most effective restrictive covenant provisions to maximize enforceability?
  • What are the common pitfalls in deferring compensation?
  • What are common constraints in converting cash incentives (e.g., salary, bonus) into equity awards?