Executive Compensation

Clients count on their outside firm to have extensive experience representing businesses (both publicly traded and closely held) and key executives in connection with the formulation, negotiation, drafting and interpretation of employment agreements, severance agreements and a wide variety of executive compensation benefit plans, including stock option plans, phantom stock plans, stock appreciation rights plans, split-dollar life insurance agreements, excess benefit plans, top hat deferred compensation agreements, and rabbi trusts – including compliance with the Internal Revenue Code Section 409A.

Their attorneys must also be skilled in all aspects of SEC compliance and tax issues with respect to the compensation plans and arrangements that are adopted by public companies.

The City Club of Cleveland recently announced that Patricia A. Shlonsky, partner-in-charge of Ulmer & Berne’s Cleveland office, has been appointed to their Board of Directors. “As soon as Patty became a City Club member, she jumped in and started making a difference,” said Dan Moulthrop, CEO, The City Club...

Ronald L. Kahn will receive the Ramey Award for Distinguished Community Service at the Ohio State Bar Foundation’s Annual Awards Dinner on October 7. This honor is given annually to an Ohio attorney whose career has been exemplified by a lifetime of service to the public and the community. Ron,...

“Insurance, Capital Markets and Book Reviews: New Blogs Joining the LexBlog Network” LexBlog: Real Lawyers Have Blogs September 11, 2015

Ulmer & Berne is recognized for the 13th consecutive year as a leading law firm in Chambers USA: America’s Leading Lawyers for Business. In the 2015 edition, Chambers USA recognizes 14 of the firm’s partners, including a Band 1 ranking for Michael N. Ungar, chair of Ulmer & Berne’s Litigation...

Jennifer Lawry AdamsKathryn Hickner Ulmer & Berne is pleased to announce that Kathryn Hickner has joined Jennifer Lawry Adams as co-chair of the firm’s Health Care Practice Group. As Counsel, Ms. Hickner brings more than a decade of legal experience in the health care industry to Ulmer & Berne’s Cleveland...

“Female Powerbrokers Q&A: Ulmer & Berne’s Patty Shlonsky” Law360 January 2, 2014

Representative Experience

  • Represents publicly traded and closely held clients in connection with establishment, consultation and termination of executive compensation arrangements.
  • Experienced in advising individuals and businesses with respect to business succession planning and planning for separation from employment, including structuring nonqualified plans of deferred compensation, consulting agreements, and non-compete agreements.
  • Assisted an institution in developing a severance pay plan and early retirement window benefit through its retirement plan for select employees as part of an early retirement incentive program.
  • Assisted a client in restructuring a noncompliant discount stock option program so as to qualify for exclusion from operation of Section 409A and in the establishment of a Section 409A compliant deferred compensation plan to compensate for the benefit differential to executives resulting from the restructured stock option program.
  • Routinely counsels publicly traded and closely held clients in structuring deferred compensation arrangements for key executives and directors to comply with Section 409A.
  • Experienced with training corporate legal departments (including General Counsels and senior securities and benefits counsels) regarding latest developments in SEC rulemaking.
  • Well-versed in executive compensation disclosure requirements. Advised various companies on potential shareholder reaction to executive compensation strategies.
  • Negotiated and drafted numerous employment agreements for CEOs and first and second tier reports of publicly traded, privately held and tax exempt entities.
  • Numerous consultations with and representation of members of senior management (individually or on a joint basis) and compensation committees in connection with initial public offerings and also in connection with mergers and acquisitions of publicly traded and privately held for-profit businesses, tax-exempt hospitals and other taxable and non-taxable entities.
  • Provided legal counsel in establishment and compliance of benefit plans for tax-exempt and governmental employers including plans subject to IRC Sections 403(b), 457(b) and 457(f).