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Historically, stock option plans have been the
preferred method for companies to provide long-term incentive compensation to
their executives. However, these
plans have drawbacks: the stock's
market price can be impaired by the whims of securities analysts; executives
face tax consequences when exercising the options; and executives must
accumulate cash in order to exercise the options. The need for cash can unnecessarily inhibit plan
participation. Although the amount
of cash required for exercising options may be immaterial to the capital
structure of the corporation, it is usually a significant sum to an executive.
Phantom Stock Plan
Phantom stock plans are a viable
alternative for corporations where there is sufficient time available for
appreciation in the underlying business.
An employer grants hypothetical units of the business to an
executive. These units may rise or
fall in value based on a specified formula or the value of the employer's
business. At the end of a specified
period, the executive realizes income based on any appreciation in the
hypothetical units.
Many phantom stock plans provide a benefit equal to
both the value of the hypothetical units granted plus the appreciation.
It is also common for these
arrangements to have the hypothetical shares, or units, accrue dividends
based on dividends granted to the underlying
shares. Depending on the terms of the plan, these credited
dividend equivalents may earn interest, be converted into additional phantom
stock units or simply remain on account without any growth.
A phantom stock plan allows the executive to participate in the long-term growth
of corporate value. Unlike a stock
option plan, the executive's value is based upon criteria which are not subject
to market vagaries. In addition, an executive has no need for a substantial
cash investment. The executive
pays no tax on the accumulated values until they are paid at the time
prescribed by the plan. The
corporation can use the plan design (vesting schedules, etc.) to determine the
timing and level of payments to the executive based upon corporate objectives.
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