Compensation, Bonus & Equity
Understand the compensation package, not just the salary.
For executives and professionals, compensation may include much more than base pay. I review and advise clients on compensation arrangements involving salary, bonuses, commissions, incentive plans, equity awards, stock options, restricted stock units (RSUs), retention incentives, and other employment-related compensation.
I help clients understand how compensation is earned, when it vests or becomes payable, what conditions may affect payment, and what may happen to compensation if the employment relationship ends. I also review provisions involving forfeiture, repayment or clawback obligations, performance conditions, and the treatment of compensation following resignation, termination, or a change in control.
When compensation terms are part of a new offer, promotion, retention arrangement, or other employment agreement, I can identify provisions that may warrant clarification or negotiation and, when appropriate, negotiate proposed terms directly with the employer or its counsel.
The goal is to help you understand the economic value of the overall package and the conditions attached to it before you make an important employment decision.
Ms. Mijares is an excellent attorney. She helped me with my work contract, addressed my issues and concerns, and did it in a timely manner. She was very thorough. I would highly recommend her.
What I Review in Compensation Arrangements
Compensation arrangements can contain conditions and limitations that are easy to overlook when focusing on the headline salary or equity award. I review the documents governing compensation so clients understand not only what they may receive, but also when it is earned, when it becomes payable or vested, and what could cause it to be reduced or forfeited.
Depending on the compensation package, my review may include:
- Base salary and scheduled compensation increases
- Annual, performance, signing, retention, and discretionary bonuses
- Sales commissions and other incentive compensation
- Stock options, restricted stock, RSUs, and other equity awards
- Vesting schedules and acceleration provisions
- Performance conditions and compensation targets
- Deferred compensation arrangements
- Change-in-control and transaction-related compensation
- Clawback, repayment, and forfeiture provisions
- Compensation treatment following resignation or termination
- Good-reason, cause, and other provisions that may affect compensation
- Severance-related bonus or equity treatment
- Post-employment exercise periods for stock options
- Retention incentives and repayment obligations
I also review how compensation provisions interact with the employment agreement, equity-plan documents, award agreements, bonus plans, severance arrangements, and other related documents. When multiple agreements apply, understanding how those documents work together can be just as important as reviewing any one provision in isolation.
How I Help With Compensation, Bonus & Equity
Compensation issues can arise at the beginning of an employment relationship, during a promotion or retention discussion, or when the relationship is ending. I help executives and professionals understand the terms governing their compensation and determine what issues should be addressed before making an important decision.
Depending on the situation, I can assist with:
- Reviewing a proposed compensation package before an offer is accepted.
- Evaluating bonus, commission, equity, and incentive-plan terms.
- Explaining vesting, forfeiture, repayment, and clawback provisions.
- Reviewing how resignation, termination, or a change in control may affect compensation or equity.
- Identifying inconsistencies among an employment agreement, equity award, bonus plan, severance agreement, or other related documents.
- Helping clients evaluate proposed compensation changes during an existing employment relationship.
- Developing negotiation points or proposed revisions to compensation terms.
- When appropriate, negotiating compensation-related terms directly with the employer or its counsel.
In some matters, the client needs only a focused review and consultation. In others, the compensation package involves several agreements or significant economic terms that warrant more detailed analysis and negotiation. The scope of the engagement can be tailored to the complexity of the arrangement and the client’s objectives.
When Compensation Terms Deserve a Closer Look
Compensation provisions are worth reviewing whenever a meaningful portion of the value of an employment opportunity depends on conditions that may not be obvious from the headline numbers.
Consider having compensation documents reviewed when:
- You are evaluating a new offer that includes a significant bonus, commission, equity award, or other incentive compensation.
- You are receiving stock options, RSUs, restricted stock, or another form of equity and want to understand vesting, forfeiture, or post-employment treatment.
- Your employer presents a promotion, retention agreement, revised bonus plan, or new compensation structure.
- A bonus or equity award depends on remaining employed through a particular date or satisfying performance conditions.
- You are considering resignation and need to understand what compensation or equity may be affected by the timing of your departure.
- You have received a severance or separation agreement that addresses bonuses, commissions, equity, or deferred compensation.
- Your compensation documents contain repayment, clawback, or forfeiture provisions.
- A merger, acquisition, or other change in control may affect vesting, bonuses, equity, or other compensation.
- Different documents appear to contain inconsistent provisions concerning the same compensation.
Reviewing these terms before accepting an offer, signing a new agreement, or making a departure decision can help clarify the financial consequences of the decision while there is still an opportunity to address important terms.
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