What You Need to Know (And Haven’t Been Told) about Perks, SERPs, Severance,  Deferred Compensation, 162(m) and More

1. Deferred Compensation
2. SERPs
3. Perks
4. Severance
5. Stock Options
6. Restricted Stock/Restricted Stock Units
7. 162(m) Compliance and Disclosure

1. DEFERRED COMPENSATION

   Practice Pointers from the Task Force - Deferred Compensation

   • Cost of Deferred Compensation
     —Yale Tauber and Donald Levy
   • The Hidden Costs of SERPs & Deferred Compensation Arrangements - And What to Do About It!
     —Diane Doubleday, Mercer Human Resources Consulting
   • Disclosure of Above-Market Interest Paid to CEOs in Recent Proxy Statements
     —Tim Ranzetta, Equilar
   • Chart on Impact of Proposed Nonqualified Deferred Compensation Legislation: Analysis of Common Situations
     —Max Schwartz, Sullivan & Cromwell
   • IRS Targeting Non-Qualified Compensation, Stock-Based Compensation, 162(m) Issues and Perks
     —Broc Romanek, TheCorporateCounsel.net
   • Stealth Compensation - Retirement Benefits
     —Lucian Bebchuk and Jesse Fried
   • Stealth Compensation - Post-Retirement Plans and Consulting Contracts
     —Lucian Bebchuk and Jesse Fried

   Media Articles - Deferred Compensation

   • "A' Holy Cow' Moment in Payland," N.Y. Times (2/19/06)
   • " 'Phantom' Accounts for CEOs Draw Scrutiny," Theo Francis, Wall Street Journal (6/13/05) (subscription required)
   • "Tyco Deferred Bonuses to Cut Size of Pay on Proxy Statement," Chad Bray, Wall Street Journal (3/16/05) (subscription required)
   • "Tax Bill Targets Executive Pay Perk - Rule Would Stiffen Penalties for Tapping 'Deferred Compensation' Plans Early," Ruth Simon, Wall Street Journal  (10/13/04) (subscription required)
   • "Buried Treasure: Well Hidden Perk Means Big Money for Top Executive," Ellen E. Schultz and Theo Francis, Wall Street Journal (10/11/02) (finds growth of deferred compensation accounts has been largely overlooked as rich salaries, sweetheart loans and generous stock options have prompted scrutiny of executive compensation)
   • "Executive Pay; Hiding Behind Small Print," Gretchen Morgenson, N.Y. Times (2/8/04) (paid subscribers)
   • "Equity-Based Deferred Compensation Plans," The Corporate Counsel (Sept.-Oct. 2003)
   • "Pigging Out?: Special retirement plans for top executives are becoming a target for other stakeholders," (discussing the interests of Delta's retired officers vs. current officers) Ronald Fink, CFO.com (7/1/03)
   • "Re-Examining Deferred Compensation," The Corporate Executive September-October 1987
   • Stealth Compensation - Retirement Benefits
     —Lucian Bebchuk and Jesse Fried
   • Stealth Compensation - Post-Retirement Plans and Consulting Contracts
     —Lucian Bebchuk and Jesse Fried

   Firm Memos - Deferred Compensation

   • "Executive Retirement Benefits," Mercer Human Consulting (9/04)
   • "Regulatory Update," Frederic W. Cook & Co. (8/12/04)
   • "Executive Benefits: The Latest Governance Issue," Mercer Human Resource Consulting (7/1/04)
   • "Proposed Legislation Regulating Nonqualified Deferred Compensation Plans," Fried Frank Harris Shriver & Jacobson (7/9/04)
   • "Provisions Affecting Deferred Compensation in the American JOBS Creation Act of 2004," Frederic W. Cook & Co. (6/28/04)
   • "Senate Passes Bill Rewriting Rules of Nonqualified Deferred Compensation," Palmer & Dodge (5/24/04)
   • "Deferred Compensation Legislation," Covington & Burling (4/19/04)

   

2. SERPs

   Practice Pointers from the Task Force - SERPs

   Media Articles - SERPs

   • "Companies Promise CEOs Lavish Posthumous Paydays Options Vest, Insurance Flows," Mark Maremont, Wall Street Journal (6/10/08)
   • "Much Too Golden Years," Forbes (6/07)
   • "Fund Manager, It's Time to Pick a Side," N.Y. Times (3/26/06)
   • "Growth of Grasso Pay was Misjudged," Aaron Lucchetti, Wall Street Journal (7/20/05) (subscription required)
   • "Weil Exit Barred by Citigroup Board Over Fears of Pay Backlash," Bloomberg (7/20/05)
   • "Former May CEO Kahn Gets 'a Golden Goodbye Kiss'," Sandra Guy, Chicago Sun-Times (7/20/05)
   • " 'Phantom' Accounts for CEOs Draw Scrutiny," Theo Francis, Wall Street Journal (6/13/05) (subscription required)
   • "Demoted Executive Quits Shell, Taking $1 Million In Severance," N.Y. Times (1/8/05)
   • "Ex-Shell Officer To Get Severance Pay," General Financial/ Business News (1/7/05)
   • "Chief Executive Was Paid Millions, And He Never Noticed The Fraud?" N.Y. Times (1/7/05)
   • "Pigging Out?: Special retirement plans for top executives are becoming a target for other stakeholders," Ronald Fink, CFO.com (7/1/03) (discussing Delta SERP program)
   • "CEO Pensions: The Latest Way to Hide Millions," Janice Revell, Fortune (4/28/03) (paid subscribers) 
   • "The Changing Role of Corporate Governance: Non-Qualified Supplemental Retirement Programs," John Rossell, Western Banking Magazine (12/02 – 1/03)
   • "The Ins and Outs of SERP Swaps," John C. Boma & Justin D. Toney, Journal of Accountancy (10/00)

   Firm Memos - SERPs

   • "Executive Retirement Benefits," Mercer Human Consulting (9/04)
   • "What's Next In Corporate Pay Practices?", Anita Dennis, Journal of Accountancy (7/04)

   

3. PERKS

   Practice Pointers from the Task Force - Perks

   • IRS Targeting Non-Qualified Compensation, Stock-Based Compensation, 162(m) Issues and Perks
     —Broc Romanek, TheCorporateCounsel.net
   • Use of Corporate Aircraft and the Method for Determining Value Attributed to That Use
     —Beverly Aisenbrey, Frederic W. Cook & Co.

   Studies - Perks

   • "Perquisite Disclosures Under Fire," McGuire Woods (5/6/05)
   • "Important Lessons from the SEC Enforcement Action Against Tyson Foods Regarding Disclosure of Perquisites" Preston Gates Ellis (5/4/05)
   • "Executive Compensation - Perquisites," Wachtell Lipton Rosen & Katz (5/2/05)
     
   • "Plane Perks," David Cay Johnston, NY Times Reporter
   • Report of Investigation by the Special Committee of the Board of Directors of Hollinger International Inc. (9/30/04)
   • "Flights of Fancy: Corporate Jets, CEO Perqusities and Inferior Shareholder Return"  David Yermack (March 2005) (finding that companies that allowed corporate jet use for personal travel underperform the rest of the market)
   • "Personal Use of Employer-Provided Aircraft," NBAA (3/02)

   Media Articles - Perks

   • "Keeping the CEO Safe Can Be Costly," Wall Street Journal (6/9/08)
   • "For CEO Spouses, Corporate Jets Are the Perfect Perk," Wall Street Journal (6/30/07)
   • "Disclosure rules lead firms to cut back on CEO perks," San Jose Mercury News (6/10/07)
   • "The Big Reveal: SEC Rules Unmask CEO Perks," CNNMoney.com (3/16/07)
   • "Companies Trim Executive Perks To Avoid Glare," Wall Street Journal (1/13/07)
   • "CEOs Belong to Fore — or 5 or even 6 Golf Clubs," USA Today (11/1/06)
   • "Executives Take Company Planes as if Their Own," N.Y. Times (5/10/06)
   • "Perhaps Exxon Really Needs Stock Options," N.Y. Times (2/10/06)
   • "Latest Twist in Corporate Pay: Tax-Free Income for Executives," Wall Street Journal (12/22/05)
   • "North Fork Shields Top Officials From Uncle Sam," Wall Street Journal (12/22/05)
   • "Senate Aims Tax At Executive Use Of Corporate Jets," Mark Maremont, Wall Street Journal (11/19/05) (subscription required)
   • "Amid Crackdown, the Jet Perk Suddenly Looks a Lot Pricier" Mark Maremont, Wall Street Journal (5/25/05) (subscription required)
   • "Who Says There's No Free Lunch on Planes" Gretchen Morgenson, N.Y. Times (5/22/05)
   • "The Corporate Jet: Necessity or Ultimate Executive Toy?" Gary Strauss, USA Today (4/26/05)
   • "Some Visiting CEOs Get Paid To Stay in Residences They Own," JoAnn S. Lublin, Wall Street Journal (5/6/05)
   • "Only the Little People Pay for Lawn Car," Gretchen Morgenson, N.Y. Times (5/1/05)
   • "A Perk Takes Off," Christina Cheddar Berk, Wall Street Journal (4/11/05) (subscription required)
   • "Listing Perks, but Not as an Endangered Species," Patrick McGeehan, N.Y. Times (4/3/05)
   • "Perks Include Funds for Yachts, Art Curators, Sports," Gary Strauss, USA Today (3/31/05)
   • "SEC, IRS Crack Down on Hidden Executive Pay, Boats and Cars," Bloomberg (2/4/05)
   • "The View From the Top: Companies may have cut some of the most-visible perks for senior executives. But plenty of juicy ones remain." Joann S. Lublin, Wall Street Journal (1/24/05) (paid subscription required)
   • "Inquiry Into Use of Riggs Plane Expands," Terence O'Hara, Washington Post (1/19/05) (subscription required, but free) 
   • "Blue Cross Exec Defends Salary, Perks," Charles S. Johnson, Billings Gazette (11/5/04)
   • "Report Slams Hollinger's Black For a 'Corporate Kleptocracy'," Mark Heinzl and Christopher J. Chipello, Wall Street Journal (9/1/04) (subscription required)
   • "Hollinger's Board: Most Irresponsible Ever?" Floyd Norris, N.Y. Times, (9/1/04) (registration required, but free)
   • "Report Details 'Kleptocracy' at Newspaper Firm," Frank Ahrens, Washington Post (9/1/04) (registration required, but free)
     
   • "SEC Could Sue Tyson Foods," Ed Zwim, CFO.com (8/18/04) (The company and its ex-chairman face possible charges for not disclosing perks)
   • "Board Members, Executives and Family Members Can Still Benefit," David S. Hilzenrath, Washington Post (8/16/04) (subscription required, but free)
   • "Better Carrots?", Don Durfee, CFO.com (7/9/04)
   • "Climbing Above it All (in a Private Jet, of Course)," Ben Stein, N.Y. Times (6/20/04)
   • "Corporate Executives Still Reeling in the Perks," Accountingweb.com (4/29/04)
   • "Executive Perks Spark a Backlash," Pamela Yip, The Dallas Morning News (4/23/03)
   • "Perks Minus the Pizazz," Alex Frangos, Wall Street Journal (4/14/03) (available for purchase by online subscribers) (describing growing attention paid to perks)
   • "IRS Expanding Audits of Corporate Executives' Tax Returns," Mary Dalrymple, Detroit News (AP) (4/10/04) (The IRS plans to increase audits of corporate executives after exploratory examinations uncovered significant problems with perks and other compensation packages)
   • "On Exhibit: Executives' Pay and Perks," Ben White, Washington Post (4/7/04) (registration required, but free)
   • "Flights of Fancy: Corporate Jets, CEO Perqusities and Inferior Shareholder Return"  David Yermack (March 2005)
   • "From Coffee to Jets, Perks for Executives Comes Out in Court," Alec Berensoen, N.Y. Times (2/22/04)
   • "Executive Compensation Practices at Large Companies Audited by IRS," MorningJournal.com (AP) (12/5/03)
   • "Enforcement Division Looking Into Disclosure of Perks and Severance Arrangements," The Corporate Counsel (Sept.-Oct. 2003)
   • "Suddenly - Some Perks Aren't Worth the Pain," Jeremy Kahn, Fortune (11/11/02) (paid subscribers) 
   • "The Fall of the House of Grasso," Peter Elkind, Fortune (10/4/04) (subscription required)

   

4. SEVERANCE

   Practice Pointers from the Task Force - Severance

   Media Articles - Severance

   • "Companies Promise CEOs Lavish Posthumous Paydays Options Vest, Insurance Flows," Mark Maremont, Wall Street Journal (6/10/08)
   • "CEOs Rake It In When Their Companies Tank," ABC Nightline (4/30/08)
   • "Paying For Failure," Forbes (5/19/08)
   • "Terminated? Who Cares?," Wall Street Journal (4/14/08)
   • "20% of Companies Pick Up CEOs' Taxes on Perks," USA Today (4/08)
   • "Has the Exit Sign Ever Looked So Good?," N.Y. Times (4/8/07)
   • "When Shareholders Pay the CEO's Tax Bill," Business Week (3/07)
   • "The C.E.O.'s Parachute Cost What?," N.Y. Times (2/4/07)
   • "Change of Control Or Out of Control?," Washington Post (1/31/07)
   • "More $200 Million Parachutes? Don’t Be Shocked," N.Y. Times (1/7/07)
   • "How to Fire a CEO," WSJ (10/30/06) (subscription required)
   • "Halliburton ex-CFO Paid $20,000/month for Little Work," Market Watch (11/2/06)
   • "$135 Million Parachute for Banker," Eric Dash, N.Y. Times (1/31/06)
   • "Severance Pay Doesn't Go Better With Coke," Gretchen Morgensen, N.Y. Times (12/25/05)
   • "Coke Gives Holders Say on Exit Pay," Wall Street Journal (12/22/05)
   • "Another Boost for the Boss," Joann S. Lublin, Wall Street Journal (12/12/05) (subscription required)
   • "Angelides Decries $315 Million Payout in Planned Merger," Steve Johnson, Mercury News (9/16/05)
   • "Good News: You're Fired. A Rich Payday for Departed Morgan Stanley Executives," Charles Gasparino, BusinessWeek (7/25/05) 
   • "Watchdogs: Keep Weill Grounded," CNNMoney (7/20/05)
   • "The Reward for Leaving: $113M," Eric Dash, N.Y. Times (7/8/05)
   • "The New Executive Bonanza: Retirement," Eric Dash, N.Y. Times (4/3/05)
   • "Kilts Is Real Winner in P&G Buying Gillette," Graef Crystal, Bloomberg (2/23/05)
   • "Bally Fires Executives, Stops Severance," Stephen Taub, CFO.com (2/10/05)
   • "$21 million severance package eases exit," Gary Strauss, USA Today (2/10/05)
   • "Hewlett-Packard's Chief Forced Out, Ending Rocky Tenure," Gary Rivlin and Mark Glassman, N.Y. Times (2/9/05) 
   • "Gillette CEO Payday May Be Richer," Charles Forelle and Mark Maremont, Wall Street Journal (2/3/05) (paid subscription required)
   • "Massachusetts Probes P&G's Acquisition of Gillette," CNN.com (2/2/05)
   • "Gillette deal draws regulator's attention," Cliff Peale, Cincinnati Enquirer (2/1/05)
   • "Caesars Executives Set to Receive Millions in Severance Pay," Liz Benstron, Las Vegas Sun (1/25/05)
   • "Coors Executives Will Benefit From Molson Merger," Graef Crystal, Bloomberg (1/12/05)
   • "Disney lawsuit could ripple through Corporate America," David Lieberman, USA Today (10/18/04)
   • "Investor Suit at Disney Puts Exits in a Spotlight," Laura M. Holson, N.Y. Times (10/18/04) (subscription required, but free)
   • "Conseco Gives CEO Rich Severance, Continuing Pattern," Joseph T. Hallinan, Wall Street Journal (8/17/04) (paid subscribers)
   • "Lucrative Cash Package Came as Fairchild Reported $53.2 Million Loss," David S. Hilzenrath, Washington Post (8/16/04) (registration required, but free)
   • "CalPERS Targets Severance pay," Gilbert Chan, Sacramento Bee (8/14/04) 
   • "Severance Deals Come Up Big: Dynegy to Pay 2 Former Leaders Total of $32 Million," Tom Fowler, Houston Chronicle (8/4/04)
   • "No Wonder the C.E.O.'s Love Those Mergers," Gretchen Morgenson, N.Y. Times (7/18/04)
   • "Do Shareholders Have Enough Clout to Rein in Executive Pay," Wharton School at the University of Pennsylvania (7/16/04)
   • "Ousted Chairman of Shell Got $1.93 Million Package," Heather Timmons, N.Y. Times (6/26/04) (paid subscribers)
   • "Tallying the costs of soft landings for CEOs," Luke Timmerman, The Seattle Times (6/20/04)
   • "Editorial: Another Coke Classic," N.Y. Times (6/16/04)
   • "Former Chief of Putnam Gets Buyout of $78 Million," Riva Atlas, N.Y. Times (6/11/04) (paid subscribers)
   • "Coke’s President to Quit After Being Passed Over for Top Job," Eric Dash, N.Y. Times (6/10/04) (paid subscribers)
   • "Walk Away - Keep the Prize," Patrick McGeehan, N.Y. Times (6/6/04) (reporting on Mel A. Karmazin's $30 million severance from Viacom)
   • "U.S. Court of Federal Claims Issues Decisions Affecting Severance Plans," (discussing CSX Corporation, Inc. v. United States (No. 95-858T (Oct. 31, 2003)) and Kraft Foods North America Inc. v. United States, Fed. Cl., No. 02-342T (Nov. 14, 2003).) Thompson Publishing (1/04)
   • "Enforcement Division Looking Into Disclosure of Perks and Severance Arrangements," The Corporate Counsel (Sept.-Oct. 2003)
   • "Letter to William H. Donaldson, Chairman, SEC," H. Carl McCall, Chairman, Human Resources and Compensation Committee, NYSE (9/9/03)
   • "Citigroup amends Weill's employment contract," Financial Times (3/18/02) (describing Weill's new contract and his severance agreement)
   • "Mike Ovitz Got Away with Murder. . .and I Helped Him," Graef Crystal, MSN.com (12/22/96) (discussing the Disney decision to give Ovitz a hefty severance package).

   Firm Memos - Severance

   • "Change of Control Employment Arrangement—What Directors are Asking for Today," Wachtell Lipton Rosen & Katz (6/10/04)
   
5. STOCK OPTIONS

   Practice Pointers from the Task Force - Stock Options

   Media Articles - Stock Options

   • "Bosses' Pay: How Stock Options Became Part of the Problem," Wall Street Journal (12/27/06)
   • "At the Options Buffet, Some Got a Bigger Helping," N.Y. Times (7/23/06)
   • "A Few Share the Wealth," Joann S. Lublin, Wall Street Journal (12/12/05) (subscription required)
   • "Top Management Incentives and Corporate Performance," Stephen F. O’Byrne and S. David Young, Journal of Applied Corporate Finance (Fall 2005)
   • "Stock Options: So Who's Counting?" Joseph Nocera, N.Y. Times (8/6/05)
   • "Stock Options: Do They Make Bosses Cheat?" Floyd Norris, N.Y. Times (8/5/05)
   • “Apple's Jobs, Exxon's Raymond Get Options,” Graef Crystal, Bloomberg (5/30/05) 
   • “Options lose ground in race to reward CEOs,” Andrew Countryman, Chicago Tribune (5/15/05)
   • "Cisco Pushes a New Twist on Options,"" Gary Rivlin and Floyd Norris, N.Y. Times (5/12/05)
   • "Cisco's new options formula,"" Mark Schwanhausser and Dan Lee, Mercury News (5/12/05)
   • "Cisco Pushes a New Twist on Options," Gary Rivlin and Floyd Norris, N.Y. Times (5/12/05)
   • "An Early Advocate of Stock Options Debunks Himself," Claudia H. Deutsch, N.Y. Times (4/3/05)
   • "Kilts Is Real Winner in P&G Buying Gillette," Graef Crystal, Bloomberg (2/23/05)
   • "Stock Options Central to Suit Against Cisco," Robert Mullins, San Francisco Business Times (2/17/05)
   • "Cisco, Tyson Sued for Alleged Options Abuse," Reuters (2/16/05)
   • "Gillette deal draws regulator's attention," Cliff Peale, Cincinnati Enquirer (2/1/05)
   • "Coors Executives Will Benefit From Molson Merger," Graef Crystal, Bloomberg (1/12/05)
   • "Critics Eye Timing of Stock Options," Steven Syre, Boston Globe (1/10/05)
   • "Analog Devices Gets SEC Inquiry Notice," TheStreet.com (11/30/04)
   • Excerpt from Analog Device’s 10-K for the fiscal year ended 10/30/04 (filed 11/30/04)
   • "Stock Options for the Rank and File," Dave Beal, TwinCities.com (10/17/04)
   • "Do Shareholders Have Enough Clout to Rein in Executive Pay," Wharton School at the University of Pennsylvania (7/16/04)
   • "Stock Incentives Likely to Stay in Silicon Valley,"  Mark Schwanhausser, Mercury News (7/9/04) (registration required, but free)
   • "Executives' Stock Options Cited in Fraud Case by U.S.," Floyd Norris, N.Y. Times (6/4/04) (describing Symbol Technologies charges)
   • "Workers Give Up Get-Rich Dreams, Still Value Stock Options," K.C. Swanson, TheStreet.com (6/1/04) (describing that employees have more modest expectations for options)
   • "Cut in Stock Benefits Disappoints Microsoft Staff," Ina Fried, CNETNews.com (5/25/04) (reporting that Microsoft employees were "very disappointed" with the cut back the discount on its ESPP)
   • "Diller, Mark Top Option Gainers," Graef Crystal, Bloomberg (5/12/04)
   • "Forget Black-Scholes?" Craig Schneider, CFO.com (5/1/04) (explanation of the binomial model, the concerns it raises and why FASB likes it)
   • "A Better Option," The Economist (4/15/04) (paid subscribers) (reviewing transferable options)
   • "Option Pie: Overeating is a Health Hazard," Gretchen Morgenson, N.Y. Times (4/4/04) 
   • "How Expensive Will Expensing Options Be?" BusinessWeek (4/26/04)
   • "Open Secrets: SEC Probes Options Grants Made as Company News Boosts Stock," Deborah Solomon, Wall Street Journal (3/30/04) (article available for purchase by online subscribers) (SEC looks into whether some corporations have been granting stock options to executives just before releasing market-moving information to boost stocks’ price, and whether practice understates executives’ compensation reports)
   • "Fewer CEOs Get 'Megagrants' as Incentives," Joann S. Lublin, Wall Street Journal (3/2/04) (article available for purchase by online subscribers) (an analysis by Mercer Human Resource Consulting finds that megagrants accounted for 16% of CEOs' stock grants in 2003, down from their peak of 27% in 2001)
   • "Business & Lobbying, Compromise on Stock Options Gains Steam," Josephine Hearn, The Hill (11/26/03)
   • "U.S. Senators Offer Option Expensing for Top Execs," Susan Cornwell, Forbes (Reuters) (11/19/03)
   • "After Irrational Exuberance, Irrational Pessimism," Laura D'Andrea Tyson, BusinessWeek (8/12/02)
   • "Coming Clean on Stock Options," The Economist (4/25/02) (paid subscribers)

   Firm Memos - Stock Options

   • "Novel Ways to Structure Pay Packages" - Joe Bartlett, Fish & Richardson LLP (6/23/04)
   • "Stock Plan Design" - Wachtell, Lipton, Rosen & Katz (1/21/04)
   • "Changing Equity Compensation Rules – Is Your Company Ready?" - Palmer & Dodge (10/9/03)
   • "Stock Ownership Policies" - Frederic W. Cook & Co. (9/23/03)
   • "Restricted Stock or Options? Rethinking Equity Incentive Plans" - Gallagher, Callahan & Gartrell (9/03)
   • "Long-Term and Stock-Based Grant Practices for Executives" - Frederic W. Cook & Co. (9/03)
   • "The Changing Face of Equity Compensation" - Cooley Godward (8/6/03) (option expensing)
   • "Practical Advice Regarding Different Forms of Equity Stock" - Wachtell, Lipton, Rosen & Katz (4/23/03)
   • "Reconsidering Long-Term Incentive Vehicles" - FPL Associates
   • "Option Expensing Update: FASB’s Preliminary Decisions and Strategies for Cost Mitigation" - Mellon Human Resources & Investor Solutions

   

6. RESTRICTED STOCK/RESTRICTED STOCK UNITS

   Practice Pointers from the Task Force - Restricted Stock/Restricted Stock Units

   Media Articles - Restricted Stock

   • "Perhaps Exxon Really Needs Stock Options," N.Y. Times (2/10/06)
   • "Restricted Stock is New Trend in Executive Pay," Dan Margolies, Kansas City Star (5/17/05) (registration required, but free)
   • "Executives Find Restricted Stock Pays Dividends From the Get-Go," Phyllis Plitch, Wall Street Journal (2/28/05) (subscription required)
   • "Mandalay Executives May Still Win Jackpot," Gretchen Morgenson, N.Y. Times (6/13/04)
   • "It’s Not How: But How Much," The Corporate Counsel (July-Aug 2003)
   • "Ratio of Restricted Stock to Options," The Corporate Counsel (July-Aug 2003)
   • "Microsoft Reshapes Compensation for Continued Success: Company Will Grant Stock Awards to More Closely Align Interests Of Employees and Shareholders; Company Also Will Expense Equity Compensation," Press Release (7/8/03)
   • "Changing the Face of Long-Term Incentives," Brent Longnecker and Nathan White, Benefits & Pensions Monitor (6/03)

   Firm Memos - Restricted Stock/Restricted Stock Units

   • "Restricted Stock or Options? Rethinking Equity Incentive Plans" - Gallagher, Callahan & Gartrell (9/03)
   • "Compensating Employees with Restricted Stock – Should You Follow Microsoft’s Lead?" - Morgan Miller Blair (8/12/03)
   • "Goodbye Stock Options, Hello Restricted Stock – Microsoft Leads the Way" - Graham & Dunn (8/7/03)

7. 162(m) Compliance and Disclosure

   Practice Pointers from the Task Force - 162(m)

   • Inadvertent Section 162(m) Violations
     —Tim Sparks, Compensia
   • Towards Better Drafting of Section 162(m) Disclosures
     —Broc Romanek, TheCorporateCounsel.net
   • IRS Cracks Down on Corporate Deductions Taken for Executive Compensation in Excess of $1 Million
     —Karen Krueger and Jeremy Goldstein are Partners of Wachtell, Lipton, Rosen & Katz LLP
   • IRS Targeting Non-Qualified Compensation, Stock-Based Compensation, 162(m) Issues and Perks
     —Broc Romanek, TheCorporateCounsel.net
   • Consider Designating a 162(m) Compliance Person
     —Anonymous Task Force Member
   • Section 162(m) Compliance Checklist
     —Tim Sparks, Compensia
   • Common Section 162(m) Violations
     —Tim Sparks, Compensia
   • How to Avoid Exceeding the Section 162(m) Million Dollar Cap
     —Bruce Shnider, Dorsey & Whitney LLP
   • IRS Expresses Concern over "Schemes" Improperly Limiting Qualified Retirement Plan Benefits to Highly Compensated Employees
     —Lucile Anutta, McGuireWoods LLP

   Media Articles - 162(m) Compliance and Disclosure

   • "As CEOs Miss Goals, Goalposts Moves," Jesse Drucker, Wall Street Journal (7/7/04) (available for purchase)
   • "IRS Expanding Audits of Corporate Executives' Tax Returns," Mary Dalrymple, Detroit News (AP) (4/10/04)
   • "Executive Compensation Practices at Large Companies Audited by IRS," MorningJournal.com (AP) (12/5/03)