The New IRS Form 990: What Does It Mean For Your ... - Venable LLP

Executive Compensation
Our members have substantial experience advising business executives, boards and
compensation committees in designing, implementing, administering, and adjusting
sophisticated compensation plans to accommodate changes in the law and the dynamic
business environments of our clients in today's increasingly-competitive world. As our
clients' business partner, we guide the development and negotiation of executive
employment agreements, incentive compensation and other performance-based
programs, retention and severance agreements, equity-based programs, executive benefit
plans, and change-of-control features of corporate transactions in order to minimize
"golden parachute" and other adverse consequences, so that our clients' objectives are
achieved. As needed, we work seamlessly with our colleagues who focus on corporate
finance and securities law in order to address the disclosure and reporting issues that are
inherent in executive and equity compensation arrangements, whether these arise under
the Sarbanes-Oxley Act of 2002, federal securities or stock exchange rules, or state "blue
sky" rules.
Executive Employment Agreements and Change of Control Terms
In today's service-driven economy, effective employment agreements are essential tools
for recruiting and retaining key company executives. Venable's Employee Benefits and
Executive Compensation lawyers have extensive experience in preparing and negotiating
executive employment agreements, and in amending existing agreements after a change
in business circumstances or corporate restructuring in order to address incentive,
retention, change-of-control, and severance arrangements. We work closely with
companies and executives in implementing appropriate noncompetition, nonsolicitation,
and confidentiality terms, and in ensuring that the executives' arrangements are
optimized to take advantage of any performance-based compensation exceptions to limits
that are imposed by federal laws, such as Section 162(m) of the federal tax code.
Severance Plans and Agreements
In the immortal words of President John F. Kennedy, "The one unchangeable certainty is
that nothing is certain or unchangeable." This universal truth has been underscored in
recent years as businesses of all sizes and in all industry sectors have been undergoing
consolidation and restructuring. As business partners, we work closely with the boards,
compensation committees, and management teams of our clients to develop and
implement severance programs that provide meaningful protection to departing
employees while maximizing legal protection for our clients.
Executive Benefit Programs
Venable's Employee Benefits and Executive Compensation Group has advised public
and private companies of all sizes in designing and implementing the right kind of
executive benefit program that will incentivize and reward the key employees and
managers of those companies in a way that achieves business objectives in the most tax
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