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

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SEMINAR AGENDA 7:30 - 8:00 A.M. BREAKFAST INTRODUCTION 8:05 - 8:40 A.M. INCENTIVE AND STOCK COMPENSATION ARRANGEMENTS FOR PRIVATE EQUITY TRANSACTIONS ELIZABETH BOYD AND JEREMY FORGIE 8:40 - 9:15 A.M. INCENTIVE COMPENSATION ISSUES IN CORPORATE TRANSACTIONS DAVID CRAWFORD AND BILL SUTHERLAND 9:15 - 9:35 A.M. LONG TERM INCENTIVE PLAN CLAWBACKS: DESIGN, TAX AND OTHER LEGAL ISSUES KATHRYN BUSH 9:35 - 9:50 A.M. UPDATE ON CANADA REVENUE AGENCY POSITIONS ON LONG TERM INCENTIVE PLAN CONVERSIONS AND CROSS BORDER CASH BASED INCENTIVE PLANS ELIZABETH BOYD 9:50 - 10:00 A.M. Q & A AND CLOSING REMARKS
Incentive And Stock Compensation Arrangements For Private Equity Transactions Presented by: Elizabeth Boyd Jeremy Forgie April 10, 2012 Overview of Presentation • Types of Private Equity Transactions • Corporate Governance Considerations • Participation of Target/Portfolio Company Management • Exit Strategies and Investment Horizons • Key Design Considerations and Commonly Used Incentive Arrangements 2 Overview of Presentation (cont’d) • Stock Options – Rules for Canadian-Controlled Private Corporations and Ordinary Stock Option Rules • Share purchase loans • Cash Based Long Term Incentive Plans and the SDA Rules • Non-Portfolio Company Incentives • Focus on employee-level tax issues – corporate tax considerations may also affect compensation design 3 1
Page 1 and 2: Strategies for Executive Compensati
Page 3: April 10, 2012 Strategies for Execu
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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