EXECUTIVE COMPENSATION PACKAGES

At Coulter & Associates we are sensitive to executive management compensation as it relates to a business enterprises performance. This concept is apropos in both the public and private business sector and requires one to consider closely variations in the types and terms of compensation contracts. Consequently and in conjunction with representing business enterprises we assist our clients with employment and executive compensation issues. We regularly negotiate and draft employment agreements for businesses and for executives and managers as well as preparing non-competition, non-solicitation and confidentiality agreements, severance agreements, and executive compensation arrangements.

In drafting management compensation agreements and executive compensation packages one must consider, among other things, if share-holder-authorization is necessary, the flexibility afforded the board of directions in negotiating with executives, characteristics of the assets being managed and the particular needs of the executive from a short and long term vantage together with desire, and perhaps the necessity, to provide incentive pay. We also represent executives and companies in pre and post acquisition positions. This area requires special emphasis on and review of a host of issues including:

• Employment Agreements
• Incentive Plans – bonus and stock option plans
• Existing compensation arrangements
• Benefit plans
• Deferred Compensation Plans– both qualified and non-qualified compensation plans
• Retirement Plans
• Trust Agreements
• Severance Agreements and Packages
• Director Compensation and Stock Agreements
• Management and Employee Stock Plans
• Non-competition Agreements
• Confidentiality Agreements
• Medical and Disability Benefits
• Golden Parachute Provisions

We also have experience in the Mergers and Acquisitions area of management issues and recognize the criticality in Merger and Acquisition transactions of the people their compensation and benefits. To us the handling of compensation and benefits deal issues need to be exacting and pragmatic. Precision is of particular importance when liabilities must be analyzed, identified and/or allocated. In a situation with even the potentiality for liabilities special attention is required in the due diligence for the transaction and the resulting agreement to the: (i) representations and warranties, (ii) allocations between the parties for liabilities and responsibilities, (iii) establishing sufficient holdback provisions and accounts, (iv) pension liabilities and funding issues, employment arrangements with key employees of the seller and (iii) integrating management from two different organizations. All of these issues are analyzed (v) postclosing medical and other benefit plan coverage, (vi) coordinating these items with balance sheet accruals and postclosing adjustments, and (vii) provision for adequate and enforceable indemnification provisions.

As legal counsel we also focus on the postclosing issues of compensation including such issues as: (i) employment and benefit arrangements, (ii) equity compensation and employment arrangements, including continuing by us and discussed with the client with the goal of finding a sensible and practical solution to issues. At all times we seek a solution consistent with the business deal concept and theory and not simply a “legal” solution. All our efforts are focused on the final goal of completing and executing agreements that provide client flexibility and protection in all circumstances.