Division IV

Executive and Equity Compensation

The two Parts in this Division cover compensation for executives and other key employees that falls outside the qualified-plan rules.

Nonqualified deferred compensation. Part 18 covers Code §409A and §457, top-hat plans and rabbi trusts, split-dollar life insurance, the golden parachute rules of §§280G and 4999, the §162(m) deduction limit, and the §4958 intermediate sanctions for tax-exempt employers.
Equity and incentive compensation. Part 19 covers incentive and nonqualified stock options, §83 and restricted property, employee stock purchase plans, restricted stock units, LLC and partnership profits interests, FICA timing, the securities-law overlay and the §4960 excise tax, and public-company disclosure and clawback rules.

The effect of a sale, merger, or change in control on these arrangements is treated in Part 25, and severance arrangements in Part 26.

Part 18. Nonqualified Deferred Compensation, 409A, 457, and Executive Compensation

This Part covers NQDC, SERPs, 409A, 457(b), 457(f), top-hat plans, rabbi trusts, split-dollar life insurance (the economic benefit and loan regimes of Treas. Reg. §§1.61-22 and 1.7872-15, Notice 2007-34, and the §13(k)/§101(j)/ERISA overlays), 280G, 4999, 162(m), Code §4958 intermediate sanctions, and executive compensation.

Part 19. Equity and Incentive Compensation

This Part covers ISOs/NSOs (§§421–424), §423 ESPPs, §83 and restricted stock, §83(b) elections (Form 15620), §83(i), RSUs, SARs, phantom equity, LLC/partnership profits interests and LLC award design, FICA timing (§3121(v)(2) special timing and non-duplication), equity withholding/deduction/reporting mechanics, the securities overlay (Rule 701, Form S-8, Section 16/Rule 16b-3), and the §4960 excise on tax-exempt employers (including the post-OBBBA all-employee covered-employee rule).