Are e-signatures legally binding for LTIPs?

Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted, provided the transaction demonstrates intent, consent, attribution, and reliable record retention. Exceptions like wills and certain court filings may still require wet signatures.

Do LTIP agreements require notarization or witnesses?

Most LTIP award agreements do not require notarization or witnesses. However, some state-specific documents or ancillary instruments (for example, documents affecting real property or certain POAs) may require notarization or witness attestation; verify local rules before execution.

How should 83(b) elections and other tax elections be handled?

83(b) elections must be filed with the IRS within 30 days of the grant date. Document the filer, attach a copy to the employee file, and advise recipients to consult tax counsel; the plan should explain whether the employer assists with filing or provides notice only.

What are reporting and withholding obligations?

Employers must withhold taxes at vesting or payout as required and report compensation on appropriate IRS forms. Coordinate with payroll to ensure timely Form W-2 or Form 1099 reporting, and follow IRS deadlines to avoid penalties under IRC §6721.

How can awards be amended or revoked?

Amendments typically require board or committee approval per the plan's amendment clause. Document approvals in resolutions and update grant notices. Revocations have tax and contractual consequences; consult legal and tax counsel before unilateral changes.

What records must we retain and for how long?

Retain plan documents, grant notices, and related tax records at least three years for IRS purposes (IRC §6501(a)), seven years for governance and potential disputes, and six years for HIPAA-covered records (45 CFR §164.530(j)). State-specific periods may be longer.

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Management Long Term Incentive Compensation Plan

Management Long Term Incentive Compensation Plan

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SCEcorp Management Long-Term Incentive Compensation Plan

Effective January 1, 1992

March 1994 18-268B

EXHIBIT C

WHEREAS, it has been determined that it is in the best interest of SCEcorp and its affiliates to offer and maintain competitive management compensation programs designed to attract and retain qualified management employees; and

WHEREAS, it has been determined that long-term compensation related to the financial and operational performance of SCEcorp and its affiliates is an important component of an effective management compensation program;

NOW, THEREFORE, the SCEcorp Management Long-Term Incentive Compensation Plan has been established by the Board of Directors of SCEcorp effective January 1, 1992, provided it is approved by the shareholders of SCEcorp during 1992, subject to the following terms and conditions:

1. Purpose. The purpose of the SCEcorp Management Long-Term Incentive Compensation Plan is to improve the long-term financial and operational performance of SCEcorp and its affiliates by providing eligible Participants a financial incentive which reinforces and recognizes long-term corporate, organizational and individual performance and accomplishments. The Plan is intended to promote the interests of SCEcorp and its shareholders by encouraging eligible Participants to acquire stock or increase their proprietary interest in SCEcorp.

2. Definitions. Whenever the following terms are used in this Plan, they will have the meanings specified below unless the context clearly indicates the contrary:

3. Aggregate Awards Under Plan. Pursuant to the terms of the Plan, and subject to the provisions of this Section 3 and Section 16 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred pursuant to Incentive Awards, and the total aggregate value of Incentive Awards other than Dividend Equivalents which are payable in a form other than Common Stock, will not exceed 1.0 million shares, or the fair market value of such shares as determined on the dates of payment of the Incentive Awards.

The shares to be delivered under the Plan will be made available, at the discretion of the Board or Committee, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by SCEcorp including shares purchased on the open market.

If any Incentive Award expires, is forfeited, is cancelled, or otherwise terminates for any reason other than upon exercise or payment, the shares of Common Stock (provided the Participant receives no benefit of ownership) or equivalent value that could have been delivered will not be charged against the limitations provided above and may again be made subject to Incentive Awards. However, shares subject to Stock Appreciation Rights settled in cash will not be charged against the share limitations provided above, but only against the fair market value limitation.

4. Administration. Except for duties delegated below to Company management, the Plan will be administered by the Committee. The Committee has, and may exercise, such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee has authority in its discretion to determine the nature of the Incentive Award, the objectives, goals and performance criteria utilized to measure the value of Incentive Awards, the form of payment (cash or Common Stock or a combination thereof) payable upon the event or events giving rise to payment of an Incentive Award and such other terms and conditions as the Committee shall determine.

The Committee shall annually determine the type or types of Incentive Awards, the total number of Incentive Awards to be authorized under the Plan for the following year, the prices of Incentive Awards, and the form of the agreement to be utilized.

No member of the Board or the Committee or agent or designee thereof will be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or any transaction arising under the Plan.

5. Eligibility and Date of Grant. Subject to the limitations of Section 4, the Company has authority, in its sole discretion, to determine and designate from time-to-time those Eligible Persons who are to be granted Incentive Awards, the times at which Incentive Awards will be granted, and the number of shares of Common Stock or the amount of cash subject to each Incentive Award.

Each Incentive Award will be evidenced by a written instrument signed by the Company and the participant and may include any other terms and conditions consistent with the Plan as the Committee may in its discretion determine.

6. Nonqualified Stock Options.

(a) Purchase price of Common Stock under each Nonqualified Stock Option:

(b) Exercise period:

(c) Payment method upon exercise:

(d) Fractional shares:

7. Incentive Stock Options.

(a) Purchase price requirement:

(b) Exercise term:

(c) Payment method upon exercise:

(d) Calendar year limitation:

(e) Fractional shares:

8. Restricted Stock.

Restrictions on shares:

9. Stock Appreciation Rights.

Grant conditions:

Payment method:

10. Performance Awards.

11. Stock Appreciation Equivalents.

12. Dividend Equivalents.

13. Stock Payments.

14. Cash Equivalents.

15. Deferral of Payment.

16. Adjustment Provisions.

17. General Provisions.

(a) Conditions on issuance or transfer:

(b) Employment rights acknowledgment:

Acknowledge no employment right is created

(c) Securities law compliance:

Confirm compliance with applicable laws

(e) Tax withholding provisions:

(f) Transferability restrictions:

(i) Governing law:

18. Amendment and Termination of the Plan.

19. Termination of Employment.

20. Effective Date of Plan and Duration of Plan.

Effective Date: Termination Date:

Authorized by:

Title:

Signature:

Date:

What the Management Long Term Incentive Compensation Plan Covers

A Management Long Term Incentive Compensation Plan establishes the framework by which a company grants deferred or performance-based awards to senior employees and executives, typically including stock options, restricted stock units (RSUs), performance shares, phantom equity, or cash-based long-term awards. The document defines eligibility, vesting schedules, performance metrics, payout formulas, change-of-control provisions, tax treatment, and administrative authority. It is used to align management incentives with shareholder value over multi-year horizons, to retain key personnel, and to specify conversion, forfeiture, and post-termination handling of outstanding awards.

Why a Formal Long-Term Incentive Plan Matters

A clear Management Long Term Incentive Compensation Plan helps align executive decisions with long-term company performance, supports retention of critical leaders, clarifies tax and accounting outcomes, and reduces disputes by documenting vesting, performance goals, and payout mechanics under binding terms.

Teams and Roles That Typically Prepare and Use This Plan

Typical users include corporate HR, compensation committees, general counsel, finance teams, and C-suite executives responsible for pay design.

Compensation committee members setting award types and performance metrics for senior leadership.
Chief human resources officers overseeing eligibility, communication, and administration of grants.
CFO and tax teams coordinating accounting treatment, tax withholding, and reporting obligations.

Small companies and startups may use simplified plans; public companies require formal documentation tied to board approvals and disclosures.

Core Sections Every Professional LTIP Should Include

Core sections of a Management Long Term Incentive Compensation Plan define award types, vesting, performance measures, administration, tax treatment, and amendment procedures.

Award Types

List available instruments such as stock options, RSUs, performance shares, restricted stock, phantom equity, and cash-based long-term bonuses, including grant sizing and class-specific conditions.

Vesting Schedule

Specify time-based and performance-based vesting schedules, cliff provisions, accelerated vesting triggers, and post-termination vesting treatment and forfeiture conditions under resignation, termination for cause, retirement, disability, or death.

Performance Metrics

Define measurable targets (EPS, ROIC, TSR, revenue growth, EBITDA), the measurement period, target levels, modifiers, payout curves, and adjustment rules for extraordinary items.

Administration

Assign plan administrator authority, committee role, delegation rules, amendment procedures, grant documentation requirements, and recordkeeping responsibilities for compliance and audit.

Tax & Withholding

Outline tax withholding obligations at grant and vesting, election options such as 83(b) where applicable, tax gross-up policy if any, and reporting responsibilities under IRS rules.

Change of Control

Establish definitions for change-of-control, treatment of outstanding awards, potential acceleration, assumption or substitution provisions, and related indemnity or escrow arrangements.

Step-by-Step: Preparing and Issuing Awards

Follow these steps to prepare, approve, and issue awards under the Management Long Term Incentive Compensation Plan.

01

Draft Plan Document: Compile terms, award types, and governance provisions.
02

Board Approval: Obtain board and compensation committee resolutions.
03

Grant Notice: Issue award letters specifying terms and conditions.
04

Record and Report: Record grants in cap table and file tax forms.

How to Configure an Online Workflow for Grants

Configure the online workflow to capture signatures, required fields, authentication levels, and integrations for automated grant processing and record retention.

Field	Configuration
Authentication Method	Email link or SMS OTP for signer verification
Signature Type	Typed, drawn, or cryptographic digital signatures
Template Fields	Conditional fields for grant amount, dates, and metrics
Integration	Connect to HRIS, payroll, and equity management tools

Where Executed Plans and Award Notices Are Routed

Typical routing for Management Long Term Incentive Compensation Plan documents and executed awards involves internal and external recipients and recordkeeping locations.

Originator: HR or legal prepares plan and grant documents.
Approvers: Compensation committee and board vote and sign approvals.
Recipients: Executives receive grant notices and e-sign award agreements.
Records: Signed copies stored with payroll and corporate records.

Digital Signing and Integration Requirements

Digital execution requires eSignature platform capabilities, secure authentication, tamper-evident PDF output, and reliable audit trails for compliance and audits.

File Formats: PDF and DOCX supported natively
Integrations: HRIS, payroll, equity management integrations
Authentication: Email, SMS, SSO, or KBA options

Key Dates and Time-Sensitive Requirements

Key deadlines govern grant dates, vesting cliffs, performance measurement windows, tax elections, and reporting obligations under federal and employer schedules.

Grant Date and Effective Date:

Date determines tax timing and accounting period.

Vesting Milestones and Cliff Dates:

Specified in agreement; trigger vesting events.

Performance Measurement Period End:

Defines when achievement is measured for payouts.

83(b) Election Deadline:

Must be filed within 30 days of grant.

Reporting and Payroll Withholding Deadlines:

Coordinate with payroll for withholding and IRS reporting.

Primary Risks and Potential Consequences of Errors

Tax Withholding Failures: Triggers penalties and interest.

Incorrect Grant Terms: May lead to unenforceable awards.

Disclosure Omissions: SEC or shareholder reporting risk.

Beneficiary Misalignment: Estate or divorce disputes possible.

Accounting Mistakes: Restatement or audit exposure.

Operational Errors: Missed vesting or mispayment liabilities.

eSignature Vendor Pricing and Feature Snapshot for Plan Execution

Compare common eSignature vendor pricing and features relevant to executing Management Long Term Incentive Compensation Plans and high-volume award processing.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no credit card	Varies by plan and vendor policies	Varies by plan and vendor policies	Varies by plan and vendor policies	Varies by plan and vendor policies
Bulk Send Availability	Yes, included on Business Premium and up	Yes, available on business and enterprise plans	Yes, available on enterprise plans	Yes, supports batch sending in paid tiers	No, not supported on standard plans
Audit Trail	Yes, full audit trail included	Yes, full audit trail included	Yes, full audit trail included	Yes, full audit trail included	Yes, audit logs available
HIPAA Compliant	Yes, BAA available upon request	Yes, BAA and HIPAA support	Yes, enterprise HIPAA controls	No, HIPAA not supported	No, HIPAA not supported
Envelope Cap	No cap on envelopes per user	Limit of 100 envelopes per user per year	Varies by enterprise contract	Varies; enterprise accounts manage limits	Varies by plan; contact vendor

Practical Examples of Plan Use and Execution

Real-world examples show how companies implement Management Long Term Incentive Compensation Plans and streamline signature workflows for award distribution and recordkeeping.

Optica Ventures — COO

Optica Ventures standardized its executive award letters and grant notices to reduce administrative time and ensure consistent terms across equity grants.

Simplified external signature collection and reduced follow-ups.
By using a repeatable template and centralized administration, Optica reduced turnaround times, improved accuracy of grant records, and ensured award documents matched payroll and tax reporting, lowering reconciliation workload.

Xerox — Director of NetSuite Operations

Xerox integrated grant workflows with NetSuite to automate issuance, attach grant records to employee files, and maintain a single source of truth for equity awards.

Integration automated grant creation and tracking.
This reduced manual entry, prevented duplication, and provided audit-ready records for compensation committee reviews and external auditors while preserving consistent formatting across multiple award types and jurisdictions.

Common Questions About Management Long Term Incentive Compensation Plans

Common questions about Management Long Term Incentive Compensation Plans, eSigning, tax treatment, and plan administration are answered below with practical guidance.

Need help? Contact support

Are e-signatures legally binding for LTIPs?
Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted, provided the transaction demonstrates intent, consent, attribution, and reliable record retention. Exceptions like wills and certain court filings may still require wet signatures.
Do LTIP agreements require notarization or witnesses?
Most LTIP award agreements do not require notarization or witnesses. However, some state-specific documents or ancillary instruments (for example, documents affecting real property or certain POAs) may require notarization or witness attestation; verify local rules before execution.
How should 83(b) elections and other tax elections be handled?
83(b) elections must be filed with the IRS within 30 days of the grant date. Document the filer, attach a copy to the employee file, and advise recipients to consult tax counsel; the plan should explain whether the employer assists with filing or provides notice only.
What are reporting and withholding obligations?
Employers must withhold taxes at vesting or payout as required and report compensation on appropriate IRS forms. Coordinate with payroll to ensure timely Form W-2 or Form 1099 reporting, and follow IRS deadlines to avoid penalties under IRC §6721.
How can awards be amended or revoked?
Amendments typically require board or committee approval per the plan's amendment clause. Document approvals in resolutions and update grant notices. Revocations have tax and contractual consequences; consult legal and tax counsel before unilateral changes.
What records must we retain and for how long?
Retain plan documents, grant notices, and related tax records at least three years for IRS purposes (IRC §6501(a)), seven years for governance and potential disputes, and six years for HIPAA-covered records (45 CFR §164.530(j)). State-specific periods may be longer.

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