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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.

Shlonsky recognized for improving the legal profession and opening doors for women May 10, 2022 – Ulmer & Berne LLP is proud to announce that Cleveland Partner-in-Charge Patricia A. Shlonsky has been selected as the 2022 recipient of the Ohio State Bar Association’s (OSBA) Nettie Cronise Lutes Award. Shlonsky was presented with the...

February 11, 2020 – Ulmer & Berne LLP is pleased to share that Cleveland Partner-in-Charge Patricia A. Shlonsky has been reappointed to the Board of Trustees of the Cuyahoga County Public Library (CCPL). Shlonsky, a champion of public libraries, will serve a second seven-year term on the Board effective February 1, 2020. “Ulmer...

Ulmer & Berne LLP is pleased to announce Patricia A. Shlonsky, Cleveland Partner-in-Charge and Chair of the firm’s Employee Benefits and Tax Practice Groups, was recently inducted as a Fellow of The American College of Employee Benefits Counsel (ACEBC), a nonprofit dedicated to elevating the standards and advancing public understanding of...

Ulmer Partner Stephanie Dutchess Trudeau has been named to BTI Consulting Group’s Client Service All-Stars 2019, a list of top-tier attorneys identified for delivering the absolute best client service. The All-Stars represent the epitome of client service and demonstrate an unrelenting pursuit to find what best fulfills clients’ needs. In-house counsel and clients...

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).