Retaining employees: Structuring a Stock Appreciation Rights program

by Steve Popell on September 20, 2010

Retaining key employees is extremely important for ongoing operations, and in building value for a potential sale of the company.  Stock options have historically played a key role in providing incentives for these individuals to stay.

In a previous post, we discussed the fact that IPOs and, with them, the attractiveness of stock options have taken a considerable hit in the past few years.  Not to worry.  A Stock Appreciation Rights (SAR) program can achieve many of the same purposes with few, if any, of the drawbacks of a stock option plan.  Here is what you need to know in order to have an intelligent and productive conversation with a professional who can help you to draft the implementing document for an SAR program.

The SAR Grant sets aside a specific number of SAR shares to be awarded to a named employee, including the timing and size of each award – both matters of management discretion.  Since SAR shares are awarded, rather than purchased, the employee does not tender any cash or incur any financial obligation to the company.

The Base Share Value (the value of the SAR shares at the time of the award) is also specified by management.  The key in determining the basis for this value is management’s definition of success.  Pretax profit as of the end of the most recent calendar or fiscal year would be a good example.  If earnings increase over time, all employees holding SAR shares will benefit as the value of those shares increases.

While there are advantages in having the same basis for valuing the SAR shares of all employees (such as increasing the chances of cooperation among potentially competing individuals or departments) other factors may have greater weight.  For example, if one group of employees has considerable influence over Gross Profit, while another has its principal impact in control of overhead, separate bases for valuing SAR shares may be more effective in fostering the kinds of behavior that management seeks.

Along with the SAR share award schedule, there is usually a vesting schedule.  These two elements combine to prolong the period in which all SAR shares are fully vested and, therefore, receive full value at sale.  If, for example, 25% of the shares are awarded each year for four years, and there is a four-year vesting schedule, it will take seven years for all shares to be fully vested.

When the employee leaves the company, his or her shares are purchased by the company at the then value (or the value at the end of the most recent calendar or fiscal year.)  The calculation is a simple one:

Cash to the employee = the Current Share Value minus the Base Share Value X the number of fully vested shares owned by that employee.

Non-vested shares have no value, and are purchased for zero dollars.  If the company is sold, all SAR shares will typically vest immediately.

The principal disadvantage of an SAR program is that it provides little in the way of immediate reward.  That shortcoming can be remedied by an effective bonus program.  The next post will discuss this important topic.

Good luck!

PhotoPopell This article has been contributed by Steven D. Popell. Steve has been a general management consultant since 1970. Steve is a Certified Management Consultant, business valuation expert, and inventor of ExiTrak®– a process designed to assist the privately-held company owner/manager to build an attractive strategic acquisition candidate

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