Edward Spacapan Jr.

Partner

Edward Spacapan Jr. focuses on a broad range of employee benefits and executive compensation areas.

Employee Benefits
He represents Fortune 500, closely held, tax-exempt corporations with respect to employee benefits, including:

• Mergers and acquisitions
• Tax-qualified retirement plans
• Health and welfare benefit plan issues, such as insurance arrangements, voluntary employee beneficiary associations, self-funding of health and other welfare benefits, and retiree medical design
• Fiduciary issues, including trusts
• Funding of employee benefit plans
• Litigation matters involving employee benefit plans

Executive Compensation
He represents public, private, and tax-exempt companies with respect to:

• Stock option plans
• Non-qualified deferred compensation plans
• Consulting arrangements
• Severance arrangements
• Employment contracts
• Related issues involving golden parachute tax issues, $1 million cap on deductible compensation, proxy disclosure, and insider trading

He also represents executives in employment and severance negotiations, providing counseling with respect to benefits and securities law implications.

Automotive Industry

• Asset acquisitions and mergers involving retiree medical and welfare plans
• Collective bargaining and workers' compensation issues
• Transfers of pension assets
• Assumptions of pension plans

General Manufacturing

• Stock sales and mergers involving employment agreements, Consolidated Omnibus Budget Reconciliation Act (COBRA), and multi-employer pension plan issues
• Securities law issues related to conversion of stock options, including registration and Section 16 considerations filings

Pharmaceutical Companies
Asset sales involving spin-offs of 401(k) plans, including Internal Revenue Service (IRS) VCR applications to fix plan qualification problems.

Technology and Service Industries
Mergers, share exchanges, and asset acquisitions, including:

• Conversion of founder's shares and employee stock options
• Executive employment agreements
• Non-competition agreements
• Various corporate issues, such as nonqualified deferred compensation, assumptions of benefit plans, and stock unit plan cash outs

Analysis of change-in-control parachute agreements and related advice on:

• Proxy disclosure
• Employment and option agreements
• Option plans and stock purchase plans
• General corporate matters
• Design and implementation of stock unit appreciation plans
• Equity participation plans
• Deferred compensation agreements

Negotiation of severance agreements for:

• Retiring CEO of publicly-traded cellular telephone company
• Retiring president of major stock exchange
• Senior officer of Chicago-based advertising firm

Representation of key executives of publicly-traded automotive parts company concerning change-in-control agreements

Tax-Exempt Organizations

• Asset purchases and sales involving transfers of pension plan liability
• Same-desk rule issues
• Comparability of welfare plans
• Pension plan modifications
• Employee transfers
• Issues involving preservation of benefit rights

Executive Compensation

• Review of draft proxy statements
• Section 162(m) cap on $1 million compensation issues
• Form S-8 registration statements and prospectuses
• Supplemental retirement plans
• Deferred compensation plans, including:
  • Federal Insurance Contributions Act (FICA) tax issues
  • Executive employment agreements
  • Employee and outside director stock option plans
  • Amendment of option plans to comply with Financial Accounting Standards Board (FASB) interpretation number 44
  • Issues involving exercise of options by delivery of stock and broker sales, and Section 280G golden parachute issues

Tax-Exempt Organizations

• Preparation and negotiation of employment agreements and 457(f) plans
• Employee Retirement Income Security Act (ERISA) fiduciary and prohibited transactions issues
• ERISA fiduciary and administrative issues related to Individual Retirement Account (IRA) and prototype plan products offered by a mutual fund company and New York-based investment firm
• ERISA issues related to securitized investments to be sold to pension plans and advantages of underwriter's exemption from U.S. Department of Labor (DOL), and plan asset and prohibited transaction issues involved in private placements
• Review and negotiation of investment management agreements and trust documents; preparation of investment policies and organization of investment committees for qualified plans; and advice concerning purchases of plan assets by plan sponsors

Qualified Plans and Welfare Plans
Variety of representations for publicly-traded companies, tax-exempt organizations, and small employers involving:

• Qualified retirement plans
• Compliance issues
• Conversions of 401(k) plans
• VCR filings
• COBRA
• Welfare plan compliance with the Health Insurance Portability and Accountability Act (HIPAA)
• Family and Medical Leave Act (FMLA) related issues
• Transfers of pension plan assets
• Conversions to new administrator-record keeper
• Tax-sheltered annuity plans and cafeteria plans
• Representation of defendant plan sponsor in federal lawsuit involving former participant's benefit claim

Publications

"Changes to Section 16 of the Securities Exchange Act of 1934," Chicago Chapter of the American Society of Corporate Secretaries (Fall 1996)

"COBRA: Continuation of Health Benefits for Employees; Snake-in-the-Grass to Employers," Employee Benefits Journal (March 1988)

"Plan Mergers and Consolidations — Treatment of Employee Benefit Plans in Acquisitions," IICLE Pension Practice (1983)

Speeches and Presentations

"Benefits Aspects of Sarbanes-Oxley Act," Crowe Chizek Corporate Reform Seminar (October 2002)

"Benefits & Employment Issues in Mergers & Acquisitions," Insight Information Seminar (October 2000)

"Stock-Based Compensation," 2000 Stock Compensation Forum (June 2000)

"Benefits Legislation — Employer-Provided Health Coverage," Seminar co-sponsored with Lorman Business Enterprises (June 2000)

"Tax Advantages of ESOPs," ESOP seminar co-sponsored with BrookWeiner L.L.C. (May 2000)

"Current Developments in Stock-Based Compensation," Midwest Stock Option Forum (October 1999)

"Current Developments in Executive Compensation," 1999 Stock Compensation Forum (May 1999)

Awards and Honors

Illinois Super Lawyers, Employee Benefits; ERISA

Leading Lawyer — Employee Benefits Law, Illinois Leading Lawyers Network

AV Peer Review Rated, Martindale-Hubbell

Education

Professional Memberships

American Bar Association
Section of Taxation