The following is not meant to be legal advice.
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Deferred compensation arrangements that may need to be amended include plans previously amended to comply with the proposed regulations, equity plans, severance plans, and individual employment agreements that contain severance or change of control provisions.
“Change of Control” has been defined by companies to mean an event occurring upon the closing of: (1) a merger or consolidation of the company with or into any other corporation or other entity, or sale of all or substantially all of the assets of the company, unless the shareholders of the company immediately prior to such transaction hold at least fifty percent (50%) of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets, or (2) upon a sale or transfer of more than 50% of the company’s voting securities to a person(s) acting as a group, who is(are) not controlled directly or indirectly by the company, in a single transaction or series of related transactions.
The final regulations include many changes from the proposed regulations. The proposed regulations were issued in 2005. Deferred compensation arrangements may need to be amended by the end of 2007 to comply with the final rules. The final regulations become effective on
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