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Stuart C. Harris

Stuart Harris counsels clients on a wide range of employee benefits issues, including the design and administration of qualified retirement plans, nonqualified deferred compensation arrangements, executive compensation programs, and health/welfare plans. Areas of particular expertise include 401(k) plans, ESOPs, and stock option plans, as well as group health and cafeteria plans. Stuart's work includes advice on the tax and ERISA implications (including COBRA rules) of all types of employee benefit programs.

Practice Highlights
  • Advised employers on the design and administration of 401(k) plans and other types of qualified retirement plans (such as profit sharing plans, ESOPs, and pension plans). He has drafted plan documents and worked with clients to obtain favorable IRS determination letters for both individually designed plans and prototype plan documents.
  • Assisted a wide range of employers (both publicly traded and privately held) with the creation and implementation of stock option plans and other equity-compensation programs
  • Consulted on the Tax Code and ERISA rules governing nonqualified deferred compensation programs and other forms of executive compensation. In particular he has counseled both employers and individual executives on the ramifications of Tax Code section 409A.
  • Advised clients on the tax and not-tax rules governing group health insurance plans and other ERISA "welfare" benefit programs. He has drafted plan documents and assisted with proper plan administration, including advice on COBRA continuation rules and HIPAA requirements.
  • Represented employers in IRS audits and Department of Labor investigations. He has also represented employers in disputes with benefit plan participants, during which he managed the ERISA claims procedure and then, if a lawsuit was eventually filed, coordinated with litigation attorneys to best protect the employer and the plan.

Representative Experience

Deferred compensation plans for tax-exempt employers

Drafts both deferred compensation plans under Section 457(b) and 457(f) of the Tax Code for executives of credit unions, educational institutions, hospitals, and other nonprofit entities. (Ongoing)

Equity incentive plans for closely-held businesses

Designs stock option and stock incentive plans for closely-held corporations, including S corporations. Designs and drafts related shareholder agreements. Analyzes federal and state securities “blue sky” regulations in connection with issuances under plans. (Ongoing)

Implement deferred compensation plans

Assisting with the design and ultimate drafting of a plan to enable executives of a for-profit corporation to make elective deferrals of salary and bonus compensation or to accrue supplemental retirement benefits under SERPs. Evaluating the plan for compliance with Tax Code Section 409A. (Ongoing)

Incentive arrangements for hospitality industry companies

Equity-based incentive programs, including grants of profits interests in limited liability companies and equity appreciation rights, for food, beverage, and restaurant companies. (Ongoing)

Shareholder approval of golden parachute payments by privately held corporations

Identifying “disqualified individuals” for purposes of the Tax Code Section 280G golden parachute rules. Analyzing payments, including accelerated vesting of options and other equity-based compensation, transaction bonuses, and severance amounts, made in connection with business transactions to disqualified individuals and coordinate process to qualify for the Section 280G shareholder approval exception. (Ongoing)

Professional & Community Activities

  • Western Pension and Benefits Conference
  • Employee Benefits Committee, Taxation Section, American Bar Association
  • Taxation Section, Oregon State Bar Association

Professional Recognition

  • Named one of "Portland's Best Lawyers" in Employee Benefits Law by Portland Monthly, 2006
  • Named one of the "Best Lawyers in America" in Employee Benefits Law by Best Lawyers, 2007-present
  • Selected to "Oregon Super Lawyers," Thomson Reuters, 2006-2015
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