Sunday, March 19, 2017

Key Items Every CEO Should Have in His or Her Employment Offer

On January 20, 2015, I gave an invite only presentation for the Vistage community at the conference Center at Waltham Woods, Massachusetts. My topics were -

Attorney Robert Adelson helps CEOs get a fair return on their professional investment.

I presented a case example (based on past client representations) of fictional CEO or C-suite executive Dr. Zhivago negotiating his job offer Dr. Zhivago negotiating his job offer and employment contract with a Massachusetts life sciences company. The case example l illustrated issues of relocation, authority, warranties, signing and performance bonus, equity, vesting, golden parachutes and non-competes. I concluded with the key points needed in all CEO employment contracts and in negotiating C-suite executives' personal services agreements and strategies on how to obtain them. Each attendee received a folder with the presentation outline and two of my published articles on C-suite employment issues.

To view the outline of the “6 Key Points Every CEO should have in his or her Employment Offer”:

If you are a CEO or C-suite executive and would like more information on this presentation or need advice with your own job offer or employment contract, please do contact me at

Friday, March 3, 2017

The Advantage of RSUs in Your CEO Compensation Package

One week ago, on February 28, 2017, CEOWorld magazine published an article I wrote on  “The Advantage of RSUs in Your CEO Compensation Package.”  

For CEOs, C-Suite executives and other senior level executives, equity compensation is a key part and often the most important part of their compensation package. For many senior executives, equity means stock options or restricted stock. But in many circumstances the better choice is RSUs, restricted stock units.

RSUs are most useful in mature companies where the CEO or C-suite executive takes a position where stock has considerable value, but growth is still expected in the public company or perhaps an IPO or liquidity event is not far off. In that circumstance, the key advantages of RSUs is that taxation would be put off until vesting has occurred and the company would typically pay for or assist in payment of the taxation that would arise, and is willing to do so because vesting has already occurred.

RSUs in a CEO Compensation Package

RSUs are even more valuable to the CEO or senior executive when he or she takes over in a turnaround situation in a mature company where there is no assurance of appreciation and the CEO needs assurance of a floor in his or her equity value.  RSUs also offer a clear advantage over stock options to CEOs and C-Suite executives because RSUs after vesting always retain some value.  RSUs effectively have a floor on value. They can never go underwater and become worthless as often happens with stock options.

My article discusses these subjects –

    What are RSUs?  When are RSUs paid out?
    How are RSUs taxed?   How do you pay the taxes that come due on RSUs?
    When are RSUs most useful?  When are RSUs least useful?
    What sort of RSU package should a CEO or C-suite executive look for?
    Key Terms to negotiate in RSU grants

My article on this subject was published February 28, 2017 by CEOWorld magazine.

To see my full article, go to

With more than 12.4+ million page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

The terms of the RSUs may be set out in the employment agreement or a separate grant agreement.  Either way, the CEO or C-suite executive needs to be aware of a number of important terms to be reviewed and negotiated in RSU agreements.  With RSUs, as with restricted stock and options, bonus, severance and other key areas of the executive’s employment agreement, it is important to retain trained tax and executive employment counsel.

If you or one of your colleagues is a CEO or senior executive negotiating a compensation package and has questions on RSUs or terms to include in that package, I am glad to assist.  please do reach out to me at 617-875-8665 or email

Tuesday, February 14, 2017

Massachusetts Non-Compete Agreements: Enforceable despite recent State Legislative Activity

47 of the 50 states in the USA have some level of enforcement for non-compete agreements. Non-compete agreements are those agreements that give companies the right to sue a former employee who starts a new company or joins a competing business.

Saturday, February 4, 2017

Executive Employment Termination: What Constitutes Wrongful Termination?

You are the CEO or a C-suite officer or senior executive and you’ve been putting your heart and soul into the job. You’ve been meeting your deadlines, meeting your targets. You’re in line for a decent bonus or raise. Yet, instead of praise and reward, one day you are summoned to meet the Chairman or the CEO. HR is there also and you are told the Company is going to go “in a new direction” and your services are no longer needed. What do you do?