entice them to stay. If a company is closely held (i.e., owned by a family or a small group of related people), the IRS will look much more closely at the potential risk to the company. A top-producing salesman for a pharmaceutical company could easily find work at a number of good competitors. A parent who jointly owns a business with their children is highly unlikely to leave to go to a competitor. There must be a "substantial risk of forfeiture," or a strong possibility that the employee might leave, for the plan to be tax-deferred. Among other things, the IRS may want to see an independent (unrelated) Board of Directors' evaluation of the arrangement. Qualifying A "qualifying" deferred compensation plan is one complying with the ERISA, the Employee Retirement Income Security Act of 1974. Qualifying plans include 401(k) (for non-government organizations), 403(b) (for public education employers and 501(c)(3) non-profit organizations and ministers), and 457(b) (for state and local government organizations) ERISA, has many regulations, one of which is how much employee income can qualify. (The tax benefits in qualifying plans were intended to encourage lower-to-middle income earners to save more, high-income-earners already having high savings rates.) As of 2008, the maximum qualifying annual income was $230,000. So, for example, if a company declared a 25% profit-sharing contribution, any employee making less than $230,000 could deposit the entire amount of their profit-sharing check (up to $57,500, 25% of $230,000) in their ERISA-qualifying account. For the company CEO making $1,000,000/year, $57,500 would be less than 1/4 of his $250,000 profit-sharing cut. It is for high earners like the CEO, that companies provide "DC" (i.e. deferred compensation plans). In an ERISA-qualified plan (like a 401(k) plan), the company's contribution to the plan is tax deductible to the plan as soon as it is made, but not taxable to the individual participants until It is withdrawn. So if a company puts $1,000,000 into a 401(k) plan for employees, it writes off $1,000,000 that year. Assets in plans that fall under ERISA (for example, a 401(k) plan) must be put in a trust for the sole benefit of its employees. If a company goes bankrupt, creditors are not allowed to get assets inside the company's ERISA plan. Contrariwise, non-qualifying deferred compensation, because it does not fall under ERISA, is a general asset of the corporation. While the corporation may choose to not invade those