Practice Areas

Executive Compensation & Employee Benefits

Howard Rice’s Executive Compensation & Employee Benefits Group provides an integrated approach to address executive and equity compensation and employee benefit issues on behalf of employers and employees.  The group counsels clients on a variety of compensation and benefits issues relating to tax, employment, securities laws and ERISA.  Our clients include multinational corporations, domestic public companies, privately-held companies, emerging companies and individual executives.

Areas of Focus

Our executive compensation and employee benefits expertise and experience are extensive and include the following areas:

Executive Compensation

Our attorneys design and draft nonqualified deferred compensation arrangements, including supplemental executive retirement plans, and related trust documents; advise clients on the application of new Internal Revenue Code Section 409A to nonqualified deferred compensation arrangements; advise clients on the application of Internal Revenue Code Section 162(m) on the deductibility of performance-based executive compensation and draft plan documents; negotiate and draft employment contracts and separation agreements.

Executive Compensation Disclosure 

We advise public company clients on the Securities and Exchange Commission’s disclosure requirements for executive and director compensation, including  the recently adopted new requirements involving the Compensation Discussion and Analysis and the various other new executive compensation disclosures.

Equity Compensation

We design and draft equity compensation plans, including stock option, restricted stock, restricted stock unit, stock appreciation and performance share awards; design and draft tax-qualified and nonqualified employee stock purchase plans; provide educational seminars for employees regarding equity compensation.

Tax-Qualified Retirement Plans

Our attorneys frequently advise employers regarding compliance and discrimination rules applicable to tax-qualified retirement plans, including representing employers with respect to IRS and Department of Labor correction programs; negotiate services agreements with third-party recordkeepers and other service-providers; draft summary plan descriptions and other employee communications.

Welfare Benefit Plans

We design and draft welfare benefit wrap plans; advise employers regarding COBRA and HIPAA compliance; negotiate administrative services agreements; advise employers on various other health, life and other insurance-based employee benefits, including MEWAs; advise employers regarding self-insured welfare benefit plans; advise employers regarding cafeteria plans.

Mergers & Acquisitions

Our attorneys negotiate and draft equity compensation and employee benefit representations, warranties and covenants; conduct due diligence review of various employee plans; integrate buyer and seller’s equity compensation and employee benefit plans in connection with corporate transactions; negotiate COBRA responsibility between buyer and seller; carry out retirement plan terminations in connection with corporate transactions.

Change in Control/Golden Parachute Arrangements

We design and draft change in control arrangements; advise clients on the application of the golden parachute excise tax and strategies for minimizing or eliminating the tax; perform golden parachute payment calculations.

ERISA/Fiduciary Duties 

Our attorneys advise employers with respect to fiduciary issues under ERISA; review and analyze employee benefit plan investments in private equity funds; analyze prohibited transactions.

Securities Law Compliance

We draft Form S-8s and related plan prospectuses for equity incentive plans, employee stock purchase plans, 401(k) plans with employer stock and nonqualified deferred compensation plans; advise clients regarding Section 16 reporting requirements and short-swing trading rules; advise clients regarding insider trading rules; advise clients regarding Rule 10b5-1 plans.

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