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Selected Issues in Equity Compensation

15th Edition

by Michael J. Album, Alisa J. Baker, Barbara Baksa, Mark A. Borges, Colin Diamond, William Dunn, Jennifer George, Mark Hamilton, Kristy Harlan, Thomas LaWer, Joshua McGinn, Eric Orsic, Corey Rosen, and Christine Zwerling

$40.00 for NCEO members; $60.00 for nonmembers

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Our standard introductory guide for company owners, managers, and advisors is The Stock Options Book, which covers a multitude of issues relating to stock options and stock purchase plans. This book goes a step beyond The Stock Options Book with extensive information on particular issues such as securities laws. (Many people get both books; for example, the Certified Equity Professional Institute has adopted both as texts for all three levels of its program.) The book addresses administration, state securities laws, federal securities laws, preparing for an IPO, handling death under a stock option plan, stock options and divorce, evergreen provisions, underwater options and repricing, designing and implementing an employee stock purchase plan (ESPP), the role of the transfer agent, annual meetings, and plan design and communication issues. A lengthy glossary and an index round out the book. In the fifteenth edition, most of the book (chapters 1, 2, 3, 4, 5, 6, 7, 9, and 10, plus the glossary) has been revised as of late 2018. The remaining material needed no changes.

Now with Lay-Flat Spiral Coil Binding for Ease of Study

Like the other NCEO books used in the CEPI program, the new 2019 edition features spiral coil binding so you can lay the pages flat while studying or at the exam.

Publication Details

Format: Perfect-bound book, 439 pages
Dimensions: 6 x 9 inches
Edition: 15th (March 2019)
Status: In stock


Administering an Employee Stock Option Plan
Federal Securities Law Considerations for Equity Compensation Plans
State Securities Law Considerations for Equity Compensation Plans
Preparing for an Initial Public Offering
Handling Death Under an Equity Compensation Plan
Evergreen Provisions for Stock Plans
Repricing Underwater Stock Options
Equity Awards in Divorce
Designing and Implementing an Employee Stock Purchase Plan
The Role of the Transfer Agent
Annual Meetings
Plan Design and Communications Issues
A Layperson's Glossary of Employee Stock Plan Terminology


From Chapter 4, "Preparing for an Initial Public Offering"

While it is no longer required, the company may want to consider specifying a maximum per-employee share limit on the number of shares that can be granted pursuant to the plan to an individual employee in a single year. Before 2018, such a per-employee limit was required under Section 162(m) of the Internal Revenue Code (the "Code") to take advantage of an exception to the annual deduction limit of $1 million per senior executive officer for so-called "performance-based" compensation (that is, compensation granted pursuant to a shareholder-approved employee stock plan that satisfied several other conditions). This exception was eliminated by the Tax Cut and Jobs Act of 2017 for taxable years beginning on or after January 1, 2018. Nonetheless, some practitioners believe that a limit or "ceiling" on the size of the grants that may be made to an individual employee in a single year represents a good corporate governance practice and, therefore, should be considered. Accordingly, company management, in consultation with the company's professional advisors, should determine whether a limit is appropriate and, if so, select an amount that will act as the maximum number of shares subject to an equity award that can be granted under the plan during a specified period to any employee.