ERISA/Employee Benefits and Executive Compensation

The firm counsels employers in the design, implementation and operation of retirement plans and deferred compensation programs. We also represent employers before the Internal Revenue Service and the Department of Labor in the matters of initial and continuing tax qualification and audits of plans covered under the Employee Retirement Income Security Act of 1974 (ERISA). We advise employers on addressing employees’ claims for benefits, as well as strategizing the defense of any claims against the plan.

Our services usually involve the following types of benefit plans and issues for both public and private corporations: • Retirement plan design and qualification of pension plans (both traditional and cash balance), profit sharing plans, money purchase plans and 401(k) plans • Nonqualified plan design including “Top Hat” elective deferred compensation arrangements and supplemental executive retirement plans • Retirement plan termination including applications with the Internal Revenue Service, Department of Labor and Pension Benefit Guaranty Corporation • Plan administration counsel in regards to plan benefits, plan claims, participant notices, fiduciary responsibilities and prohibited transactions • Review and correction of plan errors, including coverage and discrimination testing, and defense against plan audits or inquiries before the Internal Revenue Service and Department of Labor • Tax and ERISA compliance and litigation matters • Due diligence analysis of mergers, acquisitions and corporate transactions affected by ERISA and employee benefit plans.

With respect to executive compensation, we advise clients on the securities, tax, labor, employment and corporate law aspects of executive compensation issues. We also keep clients apprised of potential accounting issues associated with various executive compensation schemes.

We help clients with a broad range of executive compensation issues, including: • securities law issues affecting authorization and reporting of executive compensation programs;

• New York Stock Exchange and NASDAQ rules regarding shareholder approval requirements for equity compensation plans;

• tax and accounting considerations in compensation planning;

• golden parachutes and severance arrangements;

• equity compensation including stock option plans and agreements, restricted stock, phantom stock and stock appreciation rights;

• deferred compensation programs, SERPs, rabbi trusts, secular trusts and security arrangements;

• split-dollar life insurance and other insurance plans;

• proxy statement disclosure and securities law compliance;

• international compensation and stock option planning (with the assistance of foreign local counsel);

• tax-qualified bonus plans; and

• long-term incentive plans.

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