• videocam On-Demand Webinar
  • signal_cellular_alt Intermediate
  • card_travel ERISA
  • schedule 90 minutes

Designing Equity Compensation and Employment Agreements for Startup and Emerging Growth Companies

Drafting Confidentiality and Nondisclosure Provisions; Structuring Employee Stock Options, Restricted Stock, and Deferred Comp

About the Course

Introduction

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.

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, deferred compensation arrangements, and employee stock plans 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) or 83(i) 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.

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.

Presented By

Laura L. Becking
Partner
Orrick Herrington & Sutcliffe Llp - New York

Ms. Becking leads Orrick’s Global Employment & Equity Compensation practice; she is also integrated into the firm’s top-tier employment practice and compensation and benefits practice, enabling her to offer comprehensive solutions for the modern workplace.

J. Marc Fosse
Partner
Seyfarth Shaw LLP

Mr. Fosse leverages nearly three decades of experience to help his clients resolve their complex legal challenges relating to a wide range of compensation, benefits, and payroll matters. He works with publicly traded, private, nonprofit, and government clients in the design, implementation, and operation of domestic and international executive nonqualified and supplemental deferred compensation plans, as well as equity-based and other long-term incentive compensation arrangements. Mr. Fosse regularly assists clients in drafting and negotiating executive employment, retention, change in control, and severance agreements. He advises clients on handling employee benefit matters in corporate mergers, acquisitions, divestitures, initial public offerings, and other corporate transactions. Because of his depth of experience in executive compensation matters, Mr. Fosse is frequently retained to assist organizations in finding practical solutions or corrections for high-value potential failures to comply with tax rules. He is co-author of the treatise “Executive Compensation for Emerging Growth Companies” (4th edition) which is updated annually and published by Thomson Reuters.  

Marshall Mort
Partner
Fenwick & West LLP

Mr. Mort focuses his practice on executive compensation and employee benefits matters and is well-known as a technical, creative, and business-oriented attorney. He advises high-growth companies and their leadership teams across the full corporate lifecycle—from formation through high-value strategic transactions and public company governance. Mr. Mort works extensively with both private and public companies, as well as founders, boards, and executive teams, in high-growth sectors including artificial intelligence, life sciences, software, crypto, and space and defense. His practice includes advising executives on their high-stakes employment agreements and within the context of strategic transactions. Mr. Mort's work spans a broad range of matters, including the design and implementation of equity incentive plans, executive compensation arrangements, and deferred compensation structures, as well as advising on compensation-related disclosures and proxy matters for public companies. He is also deeply involved in mergers and acquisitions, financings, and other strategic transactions.

Chanani Sandler
Of Counsel
Orrick Herrington & Sutcliffe Llp - New York

Mr. Sandler advises multinational companies across all industry lines on a variety of employment-related matters and implementation of global equity compensation programs. He globally manages large multi-country and large multi-function HR projects.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, July 1, 2025

  • schedule

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

I. Equity compensation alternatives available to startups

A. Design, structuring, and implementation considerations

II. Tax implications and accounting treatment

III. Section 83 elections

A. Section 409A considerations

IV. Negotiating and drafting executive employment agreements

A. Restrictive covenant provisions

B. Termination provisions

C. Section 409A considerations for severance agreements

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?