Using Regulation S for equity plans covering non-US employees

Both domestic and foreign corporations regularly provide executives with stock acquisition programs (“equity plans”) to enhance their executives’ compensation and to align the interests of their executives and shareholders. While equity plans and incentive programs come in an almost infinite number of varieties, the same basic types of equity plans and incentive programs are generally offered. Specifically, and as part of such plans, employers commonly offer to their U.S. employees incentive stock options and to both U.S. and non-U.S. employees non-qualified options, restricted stock, phantom stock, performance shares, performance units, and stock appreciation rights. Companies are required to comply with the Securities and Exchange Commission’s (the “SEC”) rules and regulations regarding the registration of securities. Accordingly, employers are often required to register the securities that they offer to their executives as part of their equity plans.