staff motivation

Incentive programs for key personnel

Our approach

We focus not only on regulatory compliance but also on understanding market realities and the individual situation of each company to best tailor the program to its intended motivational goals.

For whom?

Incentive programs are an excellent tool for building employee loyalty in both large corporations and growing start-ups. Therefore, our legal advisory services in the area of incentive programs are directed at employers, company boards, and investors from entities with various structures.

Incentive programs not only help retain the most important employees but also have a real impact on the development and financial performance of the organization.
Małgorzata Łamek-Bogaczsenior Manager, Attorney-at-law

Benefits

We provide practical and tailored incentive program solutions through the knowledge and experience of experts in various fields.

Flexible approach

We provide support in designing and implementing various models of incentive programs (including employee stock option plans – ESOP). Depending on the client’s needs, we create remuneration systems based on company shares or shares of subsidiaries, subscription warrants, bonds, and more.

Multidisciplinary team

Our advisory on employee incentive programs is distinguished by close cooperation between legal and tax advisors, as well as specialists in data protection, compliance, and HR. This enables us to provide comprehensive support in designing and implementing remuneration systems.

Experienced experts

Our team advising on incentive programs for key personnel consists of specialists with many years of experience and numerous recognitions in Polish and international rankings, such as The Legal 500.

Services

We offer comprehensive advisory services in the area of employee incentive programs – from analysis to design and implementation.

Tailoring the structure of the incentive program to the organization’s needs

Depending on the client’s objectives and the intended outcomes of the programs, we support the implementation of remuneration systems based on:

company or subsidiary shares;
subscription warrants, bonds, stock options;
derivative financial instruments;
authorized capital;
buy-back mechanisms;
issuance through subscription with admission to trading, including lock-up arrangements and usufruct rights to shares.

Implementation, continuation and modification of employee incentive program rules

We provide support at every stage of works related to incentive programs. As part of our legal advisory for companies, we not only design regulations and resolutions of supervisory boards and shareholder meetings from scratch but also assist in modifying the rules of existing programs. We also prepare all subscription documents.

Adapting incentive program rules to preferential PIT taxation requirements

For share-based incentive programs for key personnel, we help design remuneration systems so that beneficiaries can benefit from preferential taxation upon settlement.

Settlement of employee incentive programs

We support the implementation (settlement) of programs, e.g., in the process of acquiring shares/certified units, exchanging subscription warrants for shares, or cash settlement.

We also advise on current and retrospective settlement of incentive programs by classifying income sources, adjusting tax rates, and assessing the need to submit specific tax declarations. We assist in correcting tax declarations and filing applications for tax refunds in cases of overpayment.

Assessment of tax and social security implications

We issue opinions on income classification from incentive programs, considering the current interpretative and judicial trends, which are subject to dynamic changes.

Individual tax rulings

We submit applications for individual tax rulings for organizers and participants of employee incentive programs. We also represent our clients before tax authorities and administrative courts.

Assessment of the impact of incentive programs on tax burdens

We provide comprehensive support in assessing the tax burden for organizers and participants of the program. We consider aspects such as the structure of the implemented program, solidarity levy obligations, and requirements related to the adoption of remuneration policies for management boards and supervisory boards. We also focus on issues related to new remuneration reporting in public companies and obligations regarding tax scheme reporting (MDR).

Completed projects

We combine legal and tax expertise to carry out even the most complex projects for Polish and international entities.

We implemented a program for employees with various forms of employment

We developed a strategy and implemented a model incentive program based on company shares issued under authorized capital. The program was intended for key employees and collaborators of a listed mobile gaming company and its capital group subsidiaries. Due to the industry’s specifics, program participants included individuals working under employment contracts, mandate contracts, and B2B models. This generated diverse tax implications for both the organizing company and the participants. Therefore, the project required a comprehensive approach and practical knowledge of commercial law, capital market law, and tax law.

We advised on a program in a parent and subsidiary company

We provided legal and tax advisory services to support the inclusion of employees from Polish companies belonging to an international capital group in incentive programs organized by the parent company (a European company). The employee incentive programs were based on shares and stock options, and our advisory included:

conducting several application processes for tax rulings regarding the tax effects of incentive programs for Polish organizing companies (CIT) and participating employees (PIT),
preparing legal and tax opinions on the tax implications of organizing and participating in incentive programs, considering amendments to key tax regulations that came into force during the program’s duration.

We implemented an incentive program for an international capital group

We provided comprehensive legal and tax advisory services for the implementation of incentive programs for board members of listed companies within an international capital group. The programs were based on subscription warrants, conditional capital increases, and derivative financial instruments with cash settlement. Our legal and tax advisory covered the entire process, including:

developing the program strategy and detailed rules,
preparing comprehensive documentation for implementing the incentive program for key personnel,
ongoing support in executing the program, including acquiring subsequent tranches of subscription warrants, exchanging warrants for shares, and exercising rights from derivative financial instruments,
support in tax settlement of the employee incentive program.

We assisted participants of an incentive program offered by a U.S.-listed company in assessing the tax implications of their participation

We provided legal and tax advisory services to participants of an incentive program organized by a U.S. listed company. Our support primarily involved determining the tax implications for participants who:

collaborated indirectly with the program organizer under a B2B model,
were entitled to acquire RSUs (Restricted Stock Units) and shares of the U.S. company, which were later admitted to trading on the stock exchange.

TEAM