EMPLOYEE STOCK PURCHASE PLANS

EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT

Labor Concerns

Appropriate language should be included in enrolment forms stating that the employee has no rights to compensation for loss of rights under the Plan in the event of their termination of employment. The exclusion of part-time employees or employees on disability or maternity leave generally constitutes unlawful discrimination.

Communications

There are no legal requirements specific to employee communications. Electronic execution of award agreements may be acceptable under certain conditions.

EMPLOYEE STOCK PURCHASE PLANS: REGULATORY

Securities Compliance

It is possible that a prospectus will be required for participation in the Plan to be offered to employees in the UK and other Member States. However, certain exemptions, exclusions and interpretations may be applicable and, in practice, a prospectus is rarely required. For example, offers made to no more than 150 persons in any one Member State are exempt and certain listed companies are required only to publish summary information about the Plan and the Stock in substitution for a prospectus. Where a prospectus is required, the Issuer may be able to take advantage of a short form regime under which certain requirements for the prospectus' contents are waived. Any prospectus must be approved by the relevant regulatory authority in the Issuer's Home Member State and filed under the pass-porting system with the relevant regulatory authority of each Member State in which participation in the Plan is being offered.

Foreign Exchange

There are no foreign exchange restrictions applicable to the Plan.

Data Protection

Employee consent for the processing and transfer of personal data is a recommended method of compliance with existing data privacy requirements. Employers are required to register data processing activities with the UK Information Commissioner.

EMPLOYEE STOCK PURCHASE PLANS: TAX

Employee Tax Treatment

For purchase rights granted under non tax-favoured (i.e. "unapproved") plans, income tax is imposed on the spread upon the purchase of the Stock, i.e., the excess of the market value of the Stock at that time over the amount paid for the Stock. Capital gains tax ("CGT") will apply on sale of the Stock.

Social Insurance Contributions

For purchase rights granted under unapproved plans, national insurance contributions ("NICs") are generally payable by both employer and employee on the spread upon the purchase of Stock. The employer may transfer its NICs liability to the employee with the employee's prior consent.

Tax Favored Program

Favorable tax treatment is available for certain "approved" plans which involve the purchase of Stock (SAYE and SIP). Under SAYE, where savings are accumulated over a 3 or 5 year period, income tax is not generally payable on purchase of the Stock. Under SIP, employees are able to purchase Stock from their gross salary, subject to certain limits and conditions, including a 3 year holding period. CGT is payable on sale of the Stock under SAYE, subject to an individual annual exemption.

Withholding and Reporting

Wherever income tax is payable, withholding of income tax and NICs will generally be required. Reporting requirements apply to both unapproved and approved plans.

Employer Tax Treatment

If the Subsidiary reimburses the Issuer and documents the reimbursement, it generally may take a tax deduction for the costs of the Plan as a salary expense. Alternatively, provided certain conditions are met, the employer may be entitled to statutory corporation tax relief for any difference between the market value of the Stock at the time of acquisition and the amount paid for the Stock.

RESTRICTED STOCK and RSUs

RESTRICTED STOCK and RSUs: EMPLOYMENT

Labor Concerns

Appropriate language should be included in restricted stock or RSU agreements stating that the employee has no rights to compensation for loss of rights under the Plan in the event of their termination of employment. The exclusion of part time employees or employees on disability or maternity leave generally constitutes unlawful discrimination.

Communications

There are no legal requirements specific to employee communications. Electronic execution of award agreements may be acceptable under certain conditions.

RESTRICTED STOCK and RSUs: REGULATORY

Securities Compliance

Neither the award nor the vesting of restricted stock or RSUs is likely to trigger any prospectus requirement, provided that the restricted stock or RSUs are awarded and vest free of charge.

Foreign Exchange

There are no foreign exchange restrictions applicable to the Plan.

Data Protection

Employee consent for the processing and transfer of personal data is a recommended method of compliance with existing data privacy requirements. Employers are required to register data processing activities with the UK Information Commissioner.

RESTRICTED STOCK and RSUs: TAX

Employee Tax Treatment

Generally, provided the vesting period (and related risk of forfeiture) lasts no more than five years from award and the employer and employee do not elect otherwise, restricted stock will be subject to income tax when the restricted stock vests. As an alternative, the employer and employee may jointly elect for the employee to pay income tax on award of the restricted stock on its full "unrestricted" value at grant. If they do so, there should be no further income tax on the award.

The employee will only likely be subject to income tax on the value of the Stock or cash received when an RSU award vests.

Capital gains tax is due on the proceeds received from the sale of Stock less the amount upon which income tax has already been charged, subject to reduction by an individual annual exemption.

Social Insurance Contributions

National Insurance Contributions ("NICs") are generally payable by both employer and employee at the same time and on the same amount as income tax. The employer may transfer its NICs liability to the employee, but only with the employee's prior written consent.

Tax Favored Program

None.

Withholding and Reporting

Wherever income tax is payable in respect of shares comprising "Readily Convertible Assets", withholding of income tax and NICs will generally be required. Reporting requirements apply to both employer and employee.

Employer Tax Treatment

If the Subsidiary reimburses the Issuer and documents the reimbursement, it generally may take a tax deduction for the costs of the Plan. Alternatively, provided certain conditions are met, the employer may be entitled to statutory corporation tax relief based on the market value of the Stock at the date of acquisition and/or vesting (less any amount paid for the acquisition).

STOCK OPTIONS PLANS

STOCK OPTIONS PLANS: EMPLOYMENT

Labor Concerns

Appropriate language should be included in Plan documents stating that employees have no rights to compensation for loss of rights under the Plan in the event of termination of their employment. The exclusion of part-time employees or employees on disability or maternity leave generally constitutes unlawful discrimination.

Communications

There are no legal requirements specific to employee communications. Electronic execution of award agreements may be acceptable under certain conditions.

STOCK OPTIONS PLANS: REGULATORY

Securities Compliance

Neither the grant nor the exercise of employee options in the UK is likely to trigger any requirement for securities filings, provided the options are non-transferable.

Foreign Exchange

There are no foreign exchange restrictions applicable to the Plan.

Data Protection

Employee consent for the processing and transfer of personal data is a recommended method of compliance with existing data privacy requirements. Employers are required to register data processing activities with the UK Information Commissioner.

STOCK OPTIONS PLANS: TAX

Employee Tax Treatment

For options granted under a non tax-advantaged plan (see Tax-Favored Program), income tax is charged on the spread at exercise, i.e. the excess of the market value of the Stock over the amount paid for the Stock. Subject to an annual exemption, capital gains tax ("CGT") is assessed on the gain achieved between the grant of CSOP options and the sale of Stock. CGT will also be imposed on any gain made on the subsequent sale of Stock following the exercise of non tax-advantaged options (where not sold on exercise).

Social Insurance Contributions

National Insurance Contributions ("NICs") are generally payable by both employer and employee on the spread at exercise of options granted under a non tax-advantaged plan and options granted under a CSOP or EMI options in any circumstances where income tax is payable. The employer may transfer its NICs obligation under an option plan to the employee, if the employee consents to this.

Tax Favored Program

Favorable tax treatment is available for option plans which satisfy certain legislative requirements and have been registered with HM Revenue & Customs. Options granted under a registered "Company Share Option Plan" or "CSOP" are exempt from income tax, subject to certain conditions, including that they are not exercised for three years from the grant date (except in certain "good leaver" circumstances). Employees may not hold CSOP options over Stock with a value at grant in excess of £30,000. Another tax favorable arrangement is available to smaller companies called Enterprise Management Incentive ("EMI") options. These are subject to various limitations and are unlikely to be available to non-UK based Issuers.

Withholding and Reporting

Non tax-advantaged options are generally subject to withholding of income tax and NICs at exercise. Reporting requirements for both employer and employee apply to all option plans.

Employer Tax Treatment

If the Subsidiary reimburses the Issuer and documents the reimbursement, it may generally take a tax deduction for the amount of the spread on the date of exercise as a salary expense. Alternatively, provided certain conditions are met, the employer may be entitled to statutory corporation relief for that amount.