Executive Stock Options and Stock Appreciation Rights

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Executive Stock Options and Stock Appreciation Rights will guide you through such vital topics as: types of stock options available, including nonqualified and incentive stock options.

Don't even consider preparing a stock option plan for your company or clients without this unique one-volume reference book. Executive Stock Options and Stock Appreciation Rights will guide you through such vital topics as: types of stock options available, including nonqualified and incentive stock options; stock appreciation rights; SEC disclosure and registration requirements; liabilities under Section 16(b) and Rule 16b-3; stock option repricing; Section 423 stock purchase plans; federal tax law including Section 409A; state corporation and blue sky laws; accounting practice under revised Statement of Financial Accounting Standards No. 123; timing of stock option grants; requirements of the stock exchanges; IRS rulings affecting gifts of compensatory stock options; self-repricing “look-back” options; federal tax implications of dividing employee stock options in marital property settlements; and granting of stock options to dual or “leased” employees.

You'll learn about the advantages and disadvantages for both the company and the optionee. Plus, you'll find numerous sample forms and documents, including stock option plans for public and closely held companies, proxy statements, and submissions to stockholders disclosing existing stock option arrangements.

Book #00628; looseleaf, one volume, 730 pages; published in 1994, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-065-4.

Additional Information
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-065-4
Page Count 730
Edition 0
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Herbert Kraus
Herbert Kraus is a retired former partner of Gibson, Dunn & Crutcher LLP, Los Angeles, California, and has practiced corporate and securities law with that firm throughout his professional career. He is a graduate of Stanford University (A.B. 1952) and the Stanford Law School (LL.B. 1955), where he was Order of the Coif. Mr. Kraus served as Chairman of the Business and Corporation Law Section of the Los Angeles County Bar Association from 1971 to 1972, as Chairman of the Committee on Partnerships and Unincorporated Associations from 1983 to 1984, and as Chairman of the Executive Committee of the Business Law Section of the California Bar form 1986 to 1987. He is a contributing author to Start-Up and Emerging Companies (Law Journal Press, 1985). Mr. Kraus is also the author of The California Corporation: Legal Aspects of Organization and Operation (Bureau if National Affairs, 1993).

§ 1.01 Introduction
§ 1.02 Conflicts of Interest
§ 1.03 Employee Stock Options: General Concepts
[1] Elements and Terminology of Stock Options
[2] Compensatory Stock Options Distinguished from Other Stock Options
[3] Section 423 Stock Options
[4] Stock Option Plans
[5] Stock Option Agreements
[6] Directors’ Stock Options
§ 1.04 Stock Appreciation Rights
§ 1.05 Considerations Affecting Executive Stock Options and SARs from the Employee’s Standpoint
[1] The Place of Stock Options in the Compensation Package
[2] Impact of Tax and Securities Laws
[3] Incentive Stock Options
[4] Payment of the Option Exercise Price
[5] Survival of Options
§ 1.06 Considerations Affecting Executive Stock Options and SARs from the Employer’s Standpoint
[1] Stock Options: Compensation Without Cost
[2] Accounting Issues
[3] Tax Treatment
[4] Impact of Securities Laws
[5] Stock Appreciation Rights
[6] Effects on Long-Range Planning
§ 1.07 Stock Option Consequences of Stock Market Price Declines

Issues Under State General Corporation Law

§ 2.01 Statutory Provisions Governing Stock Option Plans and Agreements
[1] The Corporation’s Power to Grant Stock Options
[2] Stock Options and Preemptive Rights
[3] Sufficiency of Authorized Capital to Cover Optioned Shares
[4] Poison Pill Provisions in Stock Options
[5] Required Contents of Stock Option Agreements
§ 2.02 Receipt of Consideration for Stock Options
[1] Statutory Consideration Requirements
[2] Stock Options Granted in Consideration for Services Rendered: Status as Marital Property
§ 2.03 Statutory Consideration for the Issuance of Stock on Exercise of Stock Options
[1] Payment of Exercise Price in Services Rendered
[2] Payment of Exercise Price by Promissory Note
[3] Payment of Exercise Price by Delivery of Previously Owned Shares
[4] The Immaculate Exercise
[5] Consideration for Sale of Treasury Shares
[6] Payment of Exercise Price Through a Stockbroker
§ 2.04 Statutory Consideration for the Issuance of Stock on Exercise of SARs
[1] The Surrendered Option as Consideration
[2] Cancellation of Debt as Consideration
§ 2.05 Financial Assistance to Executive Exercising Stock Options
[1] Payment for Stock with Promissory Note
[2] Corporate Loan Independent from Sale of Stock
§ 2.06 Board of Directors’ Proceedings
[1] Necessity for Board Action
[2] Directors’ Standards of Conduct
[3] Directors’ Conflicts of Interest
[4] Resolutions and Minutes
§ 2.07 Stockholder Approval and Disclosure Requirements
§ 2.08 Repricing Stock Options That Are Out-of-the-Money
[1] Stock Option Plan Provisions Affecting Repricing
[2] State Corporation Laws Affecting Repricing
[3] Automatic Repricing with Look-Back Options
[4] Repricing with Stock Appreciation Guarantees
§ 2.09 Stock Option Valuation Issues
[1] Valuing Stock Options as Marital Property
[2] Valuing Stock Options as a Source of Support Obligations

Tax Issues

§ 3.01 Non-Qualified Compensatory Stock Options
[1] Why Non-Qualified Options May Be Preferable to ISOs
[2] The Employee’s Tax Considerations
[3] The Employer’s Tax Considerations
§ 3.02 Incentive Stock Options
[1] The Employee’s Tax Considerations
[2] The Employer’s Tax Considerations
[3] Requirements for Incentive Stock Options
[4] Adjustments in ISOs Upon Reorganizations
[5] Repricing Out-of-the-Money ISOs
§ 3.03 Tax Treatment of Stock Appreciation Rights
§ 3.04 Application of Restricted Property Concepts
[1] Deferring Tax with Restricted Stock
[2] Reducing Tax with Restricted Stock
[3] Employer’s Deductions
§ 3.05 Disallowance of Deductions for Employee Remuneration in Excess of $1,000

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