We bring extensive experience to bear in assisting corporations, boards and executives in the design of effective, shareholder-friendly compensation programs that meet the needs of the company, management and shareholders.

Our executive compensation attorneys are well versed in all areas of executive compensation, including employment agreements, equity-based and other incentive plans, deferred compensation, severance and change-in-control arrangements and restrictive-covenant issues. They also have experience in SEC disclosure, corporate law and the tax implications of executive compensation.

Services for public and private employers. We routinely provide public and private employers with guidance on implementing such programs and arrangements as the following:

• CEO and other executive officer employment arrangements
• Annual cash incentive plans
• Long-term incentive compensation plans
• Deferred compensation arrangements
• Change-in-control agreements and other protection programs
• Indemnification arrangements
• Non-competes and other restrictive covenants
• Director compensation arrangements

Services for boards of directors and search and compensation committees. We work with boards and search and compensation committees to develop market-competitive senior executive compensation arrangements, with consideration for achieving company objectives and protecting shareholder interests, and with an eye toward required disclosure.

Our attorneys combine solid understanding of the legal principles defining the compensation committee’s fiduciary duty with extensive knowledge of the objectives and concerns of top-tier executives—enabling us to work with you to develop equitable, appropriate and well-targeted compensation and employment arrangements tailored to your company’s strategic objectives, whether the circumstance is recruiting a new CEO or motivating and retaining key executives.

Service for private equity firms and management teams. We assist private equity firms and management teams in the negotiation, design and implementation of executive compensation arrangements. These arrangements are often complex, involving LLC or other noncorporate entities, and are heavily focused on equity-based incentive compensation. We apply our extensive experience to assist with development of executive compensation programs that align the interests of a management team and the private equity investors.

Services for executives. We bring extensive experience and skill to our representation of executives in a variety of situations—including executives who are moving from one position to another, separating or retiring. Our goal in each instance is to facilitate successful and materially beneficial arrangements. Vedder Price advises and represents individual executives in negotiating all types of arrangements, including:

• Executive employment agreements
• Executive severance agreements
• Deferred compensation agreements
• Change-in-control agreements
• Restrictive covenant agreements
• Executive life insurance agreements
• Long- and short-term cash incentive plans
• Equity compensation plans
• Phantom stock plans