Executive Compensation Section 409A

News & Analysis as of

IRS Limits Correction Opportunities under Section 409A Proposed Income Inclusion Regulations and Imposes 20% Penalty

In Chief Counsel Advice 201518013 (May 1, 2015) (the "CCA"), the IRS addresses an executive retention bonus that originally vested after three years and was payable in equal installments on the first two anniversaries of the...more

IRS Rules Retention Arrangement Violates 409A

In a Chief Counsel Memorandum issued last month, the IRS concluded that an executive retention arrangement violated Section 409A despite the employer’s efforts to correct the arrangement before the retention bonus vested....more

Chief Counsel Memorandum Clarifies IRS Position on Informal 409A Corrections

On May 1, the IRS released a Chief Counsel Memorandum that clarifies the IRS’ position with respect to the correction of deferred compensation arrangements outside of the IRS’ formal Section 409A correction programs....more

Does Your Retention Bonus Plan Violate IRS Code?

In a memorandum released earlier this month, the IRS Office of Chief Counsel ruled that a retention bonus payable to an executive violated Section 409A of the Internal Revenue Code ("409A"). The IRS further ruled that the...more

IRS Chief Counsel Memorandum Clarifies that Correction of Section 409A Failures in Year of Vesting Will Not Shield Income...

Earlier this month, the Office of Chief Counsel of the Internal Revenue Service released a Memorandum clarifying the impact of a correction of a Code Section 409A operational failure before the date of vesting of nonqualified...more

The Importance of Fixing Section 409A Compliance Failures Sooner Rather Than Later

A recent Memorandum issued by the Office of Chief Counsel within the Internal Revenue Service demonstrates yet again the perils of failing to comply with Section 409A of the Internal Revenue Code. The Memorandum takes the...more

"Executive Compensation and Benefits Alert: IRS Section 409A Audit Initiative May Signal Increased Enforcement Activity"

Since the adoption of Section 409A of the Internal Revenue Code, employers and practitioners have wondered when and how the IRS would enforce it. With the recent IRS announcement of an audit initiative with respect to Section...more

Compensation Clawbacks and Code Section 409A Acceleration

When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event...more

2013 End of Year Plan Sponsor “To Do” List Part 1 – Executive Compensation

As 2013 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part one of the...more

Executive Compensation and Employee Benefits Alert: Update on California's Additional Tax Relating to Noncompliant Deferred...

On October 4, 2013, California reduced the additional California state income taxes levied on deferred arrangements that violate Section 409A of the Internal Revenue Code. For taxable years beginning on January 1, 2013,...more

"Executive Compensation and Benefits Alert: California Reduces Its 409A Income Tax"

In a rare piece of good news relating to Section 409A of the Internal Revenue Code, on October 4, 2013, California reduced its additional state tax on income failing to comply with Section 409A from 20 percent to 5 percent....more

The Section 409A Valuation: Do You Really Need One?

Yes. You do. That was easy. But perhaps we have gotten ahead of ourselves and we should start at the beginning of the story. While Section 409A is a tax provision, its genesis was the perceived abuse of deferred compensation...more

Setting the Exercise Price of Stock Options

While there are many differences between large and small employers when it comes to executive compensation, one common issue confronted by employers of varying sizes is how to set the exercise price of stock options....more

"Executive Compensation and Benefits Alert: Strategies for Accelerating Income Into 2012"

Tax rates for highly compensated individuals will increase in 2013, perhaps substantially. This is due in part to: - Possible expiration in 2013 of the Bush tax cuts, resulting in increases in the highest marginal tax...more

Dec. 31 Deadline for Severance Pay Provisions in Employment Agreements to Comply With Section 409A

Many employment agreements, especially those for high-level executives, provide severance pay upon a change in control or a termination without cause, but only if the employee signs a release of claims. The IRS has noted that...more

409A Transition Relief Expires at Year-End; Employers Should Review Their Plans

Employers should review plans and agreements subject to Internal Revenue Section Code 409A before the end of 2012. That’s when transitional relief afforded by the Internal Revenue Service expires for deferred compensation...more

Recent Compensation Trends In Mergers And Acquisitions And Section 409a

This article discusses the traps for the unwary created by Section 409A of the Internal Revenue Code (“Section 409A”) with respect to current trends in change-in-control compensation for public company executives and the...more

Startup America Suggestion of the Day: Repeal Section 409A (Installment 5)

Many of us here in startup land are hoping that the President’s Startup America Initiative is for real. For me, success means that the initiative will meaningfully simplify the legal and regulatory landscape in which startups...more

IRS Expands Section 409A Relief with Notice 2010-80

On November 30, 2010, the Internal Revenue Service issued Notice 2010-80, which modifies its prior Notice 2010-6 (generally providing transitional relief for documentary corrections under Internal Revenue Code Section 409A...more

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