Executive Compensation

Janich Law Group has considerable experience in structuring executive compensation programs and arrangements on behalf of corporate clients and senior executives.

Our Representation of Corporations & Other Business Entities

A successful company cannot sustain growth without having developed an ability to consistently attract and retain key talent. Our firm is frequently called upon to design and implement effective and innovative compensation programs that serve this purpose. In doing so, we approach each executive compensation engagement with a thorough understanding of the industry involved, as well as corporate, securities, tax, accounting, employment law and estate planning implications.

We have extensive experience in negotiating, designing, implementing and administering various executive compensation and broad based incentive plans, programs and agreements, including:

Supplemental executive retirement plans (SERPs);

Nonqualified deferred compensation arrangements including rabbi trusts;

Executive employment agreements;

"Golden" and "silver" parachute agreements;

Change-in-control agreements;

Executive separation packages;

Stock option and restricted stock plans;

Stock appreciation rights;

Employee stock purchase plans;

Phantom stock plans;

Performance share and performance unit plans.

Our Representation of Senior Executives

CEOs and key executives engage us for strategic planning to ensure they receive the best possible deal from their negotiations. On a highly confidential basis, we counsel them in analyzing their options and negotiating a fair and effective compensation package that may include one or more of the following:

CEO and key executive employment agreements and separation packages;

Change-in-control agreements;

"Golden" and "silver" parachutes

Retention agreements;

Equity compensation arrangements;

Supplemental executive retirement plans (SERPs);

Deferred compensation arrangements;

Cash incentive plans;

Performance share and performance unit plans.

Representative Engagements - Executive Compensation

IPO and Equity Compensation - A start-up preparing for an IPO asked us to review and update its executive and incentive compensation programs and agreements. After conducting a thorough review of the company's then existing compensation structure, we designed and implemented new executive compensation programs as well as revised and updated the existing ones. The new programs included the preparation of restated executive employment agreements, restricted stock grants and adoption of a broad based stock option plan. We also prepared the report on executive and director compensation for the S-1 public offering.

Global Stock Option Plan - A publicly traded European multinational hired us to establish a global stock plan for its employees and those of its subsidiaries. We performed an analysis of applicable tax and securities laws for each country where their employees were located, and designed, drafted and implemented a global stock option plan and related documentation. Additionally, we prepared communication materials, including powerpoint presentations explaining the stock option program to employees as well as to the other option holders.

Executive Employment Agreements (Corporate Representation) - We represented an Internet start up which was preparing for its IPO. The CEO of the company requested a renegotiation of his employment agreement prior to taking the company public. We reviewed each existing employment agreement for the company's officers, including the CEO, and recommended various changes in the benefits structure to take effect after the company was to become public. These changes were consistent with the compensation structure and level of senior officers of other public companies in the same industry. We renegotiated each employment agreement with the executives and drafted satisfactory restated agreements thereby ensuring the continuation of existing management post-IPO.

Separation Agreement - We were retained by an executive terminated by a Fortune 500 company to advise him on the terms of his proposed separation package. Upon review, we found the severance offer inadequate. Prior to initiating mediation proceedings, as required, we obtained in negotiations a significant increase in our client's severance benefits.

Noncompetition Agreement - A terminated executive requested that we review his proposed separation package, including his severance benefits and related agreements. His former employer indicated an intent to enforce a broad noncompetition agreement which would have precluded our client from being in a position to accept employment consistent with his experience almost anywhere in the U.S. for at least one year following his termination. The severance benefits offered were minimal and did not adequately compensate our client for the lost income that would be incurred by complying the noncompetition agreement. After discovering that a court in another jurisdiction had recently ruled the same noncompete provision unenforceable, we contacted the employer's corporate counsel and successfully negotiated an enhanced severance package that limited the scope of his noncompetition agreement.

Executive Employment Agreements (Executive Representation) - We were retained by a senior executive of an acquired private company who was assuming a new position as division head with the acquiring entity. Our client, the executive, and his new employer were interested in renegotiating a new long term employment agreement in recognition of her new position and expanded responsibilities. We reviewed the terms of her existing employment agreement, the acquiring company's offer of employment, her baseline prerequisites for acceptance of new employment and desired terms of employment. After assessing her negotiating leverage, we successfully negotiated a new employment agreement that provided her with substantial rights, benefits and protections, including increased salary and favorable severance terms. We also drafted and negotiated the terms of her proposed counteroffer, many of which were accepted and made a part of the final version of her new employment agreement.