Strategies for Executive Compensation: Design and Tax Issues for a ...

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SEMINAR INDEX TAB STRATEGIES FOR EXECUTIVE COMPENSATION: DESIGN AND TAX ISSUES FOR A TURBULENT ENVIRONMENT TUESDAY, APRIL 10, 2012 1. WELCOME LETTER 2. AGENDA 3. INCENTIVE AND STOCK COMPENSATION ARRANGEMENTS FOR PRIVATE EQUITY TRANSACTIONS ELIZABETH BOYD AND JEREMY FORGIE 4. INCENTIVE COMPENSATION ISSUES IN CORPORATE TRANSACTIONS DAVID CRAWFORD AND BILL SUTHERLAND 5. LONG TERM INCENTIVE PLAN CLAWBACKS: DESIGN, TAX AND OTHER LEGAL ISSUES KATHRYN BUSH 6. UPDATE ON CANADA REVENUE AGENCY POSITIONS ON LONG TERM INCENTIVE PLAN CONVERSIONS AND CROSS BORDER CASH BASED INCENTIVE PLANS ELIZABETH BOYD 7. TOWER WATSON PROFILES DAVID CRAWFORD BILL SUTHERLAND
April 10, 2012 Strategies for Executive Compensation: Design and Tax Issues for a Turbulent Environment As hosts, we welcome you to today's session. This morning you will be hearing Speakers from the Blakes Pensions, Benefits and Executive Compensation Group and the Towers Watson Executive Compensation Group review and consider various issues relating to the design and taxation of executive compensation arrangements, with a particular focus on private equity and mergers and acquisition transactions. We are particularly pleased to be joined for this morning’s session by David Crawford and Bill Sutherland of Towers Watson. Each of the presentations, as well as additional related materials, is available electronically by visiting http:///www.blakes.com/StrategiesforCompensation. Profiles of the Blakes presenters and other lawyers in the Blakes Pensions, Benefits and Executive Compensation Group are available on our website at www.blakes.com. For your convenience profiles for David Crawford and Bill Sutherland are included in our booklet. This morning’s presenters will be available during breakfast and at the end of the session to meet with you. Thank you for taking the time to join us this morning. Enjoy the seminar.
Page 1: Strategies for Executive Compensati
Page 5 and 6: Incentive And Stock Compensation Ar
Page 7 and 8: Types of Private Equity Transaction
Page 9 and 10: Participation of Target/Portfolio C
Page 11 and 12: Exit Strategies and Investment Hori
Page 13 and 14: Key Design Considerations and Commo
Page 15 and 16: Stock Options - Rules for Canadian-
Page 17 and 18: Stock Options - Rules for Canadian-
Page 19 and 20: Share Purchase Loans • Management
Page 21 and 22: Cash-Based Long-Term Incentive Plan
Page 23 and 24: Cash-Based Long-Term Incentive Plan
Page 25 and 26: Non-Portfolio Company Incentives (c
Page 27 and 28: Acquirer (Buyer) Priorities in a Co
Page 29 and 30: Program Treatment - Equity Compensa
Page 31 and 32: Dollar Amount Converted to RSUs/DSU
Page 33 and 34: U.S. Statutory Clawbacks (cont’d)
Page 35 and 36: Type and Relative Prevalence of Cla
Page 37 and 38: Potential Tax Relief for Later Year
Page 39 and 40: Conclusion • Clawbacks in Canada
Page 41 and 42: Long Term Incentive Plan Clawbacks:
Page 43 and 44: - 3 - are subject to recoupment. It
Page 45 and 46: - 5 - U.S., a wide range of incenti
Page 47 and 48: - 7 - review our policy to assure t
Page 49 and 50: - 9 - Cash and Earnings Bonus Unit
Page 51 and 52: - 11 - underway or contemplated at
Page 53 and 54:
- 13 - operate, the terminated part
Page 55 and 56:
- 15 - use of the provision where a
Page 57 and 58:
- 17 - interest paid or payable the
Page 59 and 60:
- 19 - right is to postpone tax pay
Page 61 and 62:
- 21 - taxpayer under subsection 7(
Page 63 and 64:
Bill Sutherland Bill is a Senior Co
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