About the Course
Introduction
This CLE course will provide counsel with guidance on structuring employee severance or separation agreements to comply with Section 409A's restrictions on deferred compensation. The panel will discuss key provisions of severance and separation agreements, application of Section 409A and available exemptions, accelerating the vesting of equity awards, and other key considerations.
Description
Many severance arrangements are potentially subject to Section 409A and must be appropriately structured to avoid adverse tax consequences. Failure to comply with 409A's strict rules can result in severe penalties, including a 20% excise tax and immediate taxation of vested deferred amounts.
Listen as our experienced panel of employee benefits attorneys explains the critical requirements of 409A and discusses the steps counsel should take to ensure compliance given the IRS focus. The panel will outline best practices for reviewing nonqualified deferred compensation plans, employment agreements, and other severance arrangements.
Presented By
Mr. Bergmann counsels clients on executive compensation, employee benefits and Employee Retirement Income Security Act (ERISA) matters. He devotes a significant portion of his practice to advising major public corporations and private companies on executive compensation and employee benefit arrangements in the context of mergers and acquisitions and other transformative business transactions. Mr. Bergmann has nearly three decades of experience in a wide range of executive compensation and benefits matters. In particular, he has extensive experience with Securities and Exchange Commission (SEC) rules governing compensation disclosure and tax rules applicable to executive compensation. Mr. Bergmann regularly advises small and large public and private companies and individual senior executives on adopting and revising employment, severance, and cash and equity incentive compensation agreements and arrangements. He also counsels clients on the rules governing tax-qualified retirement vehicles, taxation of employee welfare benefits and application of ERISA to the administration of such arrangements and their assets.
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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, February 2, 2027
- schedule
1:00 PM ET/10:00 AM PT
I. 409A issues to be considered in severance plans and agreements
II. Severance benefits subject to 409A
III. Severance benefits exempt from 409A
IV. Impact of accelerating the vesting of equity awards upon termination of employment on 409A
V. Discussion of change in control severance arrangements and "regular" severance for purposes of 409A
VI. Importance of the definition of "good reason" for 409A purposes
VII. Can severance benefits that are subject to 409A be conditioned on a release?
The panel will review these and other key issues:
- When can I cancel/replace/substitute a prior agreement for newly agreed to severance terms?
- Does 409A affect all severance plans and agreements?
- How does 409A impact the drafting of severance plans and agreements?
- What are some best practices for complying with 409A regulations as they relate to severance plans and agreements?
