Guide to Going Global Global Equity Restricted Stock and Restricted Stock Units 2015Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CONTENTS INTRODUCTION 04 ARGENTINA 05 AUSTRALIA 07 Austria 09 BELGIUM 11 BRAZIL 13 CANADA 15 CHILE 17 CHINA 19 CZECH REPUBLIC 21 DENMARK 23 ECUADOR 25 EGYPT 26 FINLAND 28 FRANCE 30 GERMANY 32 GREECE 34 HONG KONG 36 HUNGARY 38 INDIA 40 INDONESIA 42 IRELAND 44 ISRAEL 46 ITALY 48 JAPAN 50 MEXICO 52 THE NETHERLANDS 54 NEW ZEALAND 56 NORWAY 58 PHILIPPINES 60 POLAND 62 PORTUGAL 64 RUSSIA 66 SAUDI ARABIA 68 SINGAPORE 69 SLOVAK REPUBLIC 70 2Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CONTENTS – cont SOUTH AFRICA 72 SOUTH KOREA 73 SPAIN 75 SWEDEN 77 SWITZERLAND 79 TAIWAN 81 THAILAND 83 TURKEY 85 UNITED KINGDOM 87 VENEZUELA 89 VIETNAM 90 Contact Information 92 3Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs INTRODUCTION Welcome to the updated edition of DLA Piper’s Guide to Going Global – Global Equity, Restricted Stock and RSUs GUIDE TO GOING GLOBAL SERIES Many companies today aim to scale their businesses globally and into multiple countries simultaneously. In order to help clients meet this challenge, we have created a handy set of global guides that cover the basics companies need to know. The Guide to Going Global series reviews business-relevant corporate, employment, intellectual property and technology, and tax laws in key jurisdictions around the world. RESTRICTED STOCK AND RSUS Our philosophy for providing services to our clients can best be described as a partnership. We strive to provide our clients with a solutions-oriented approach to address their current and future legal needs. Specifically, we analyze each project from a risk and cost-benefit standpoint. We also advise our clients of current best practices and keep them apprised of any legal, cultural, and business changes that may affect their programs. We hope that you find the information in this guide useful for the implementation of your company’s equity compensation programs. In preparing the guide, we have made several assumptions about the stock awards that may or may not be applicable to your company. The assumptions include: (i) the local entity is a wholly-owned subsidiary of the issuing company; and (ii) the participants are employees of the local entity or the issuing company. In addition, you should be aware that the information provided in the guide is presented in a general format and is not a comprehensive summary of all the tax and regulatory issues that may be applicable to your company’s specific circumstances (i.e., plan design, corporate governance, tax practices and administration). Furthermore, the laws and regulations applicable to stock awards are constantly changing. These changes may not be incorporated into this version of the guide. With these factors in mind, it is important that you do not consider this guide to be legal advice and do not rely solely on the information provided when implementing an equity award plan abroad. We would be pleased to help you review all pertinent information and can assist you in developing a comprehensive strategy to offer an equity award plan globally. We hope that you find this guide valuable and we welcome your feedback. This publication is provided to you as a courtesy, and it does not establish a client relationship between DLA Piper and you, or any other person or entity that receives it. This is a general reference document and should not be relied upon as legal advice. The application and effect of any law or regulation upon a particular situation can vary depending upon the specific facts and circumstances, and so you should consult with a lawyer regarding the impact of any of these regimes in any particular instance. DLA Piper and any contributing law firms accept no liability for errors or omissions appearing in this publication and, in addition, DLA Piper accepts no liability at all for the content provided by any contributing law firms. Please note that privacy and information law is dynamic, and the legal regime in the countries surveyed could change. No part of this publication may be reproduced or transmitted in any form without the prior consent of DLA Piper. Copyright © 2015 DLA Piper. All rights reserved. 4Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs ARGENTINA SECURITIES As long as (i) the offer is not advertised or publicized, (ii) the stock is not traded in Argentina, (iii) the offer is limited to employees, and (iv) the offer is intended to compensate employees and not to raise capital, no securities law requirements apply. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange restrictions. If an employee repatriates more than US$2,000,000 per month from the sale of foreign shares to Argentina, 30% of any such excess must be placed in a non-interest-bearing account for 365 days. For inbound funds, if an employee repatriates more than a designated amount from the sale of foreign shares to Argentina, a percentage of such funds must be placed in a non-interest-bearing account for a fixed period of time. TAX EMPLOYEE The employee is taxed on restricted stock upon grant and on RSUs upon vesting (may include personal assets tax). The employee is not subject to tax when the shares are sold. EMPLOYER WITHHOLDING & REPORTING Tax withholding and reporting are required upon grant for restricted stock and upon vesting of RSUs. DEDUCTION Although an Argentine subsidiary’s reimbursement of the parent company for the cost of the benefits may enable the subsidiary to deduct such cost from its income taxes, any such reimbursement is prohibited due to foreign exchange restrictions. Reimbursement also may implicate certain labor law issues. SOCIAL INSURANCE Social insurance contributions are generally payable by the employee and employer. DATA PROTECTION Obtaining an employee’s written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer also is required to register any database that includes an employee’s personal data with the Argentine privacy authorities. 5Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Benefits received from restricted stock or RSUs may be considered part of the employment relationship and included in a severance payment if the awards are repeatedly granted to an employee. Upon involuntary termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock or RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although plan materials are not required to be translated into Spanish, translation is required for any government filings and is recommended to ensure that employees understand the terms of their awards. Award materials should be addressed to individual employees in order to avoid securities law requirements. 6Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs AUSTRALIA SECURITIES The grant of restricted stock and RSUs may trigger registration and disclosure requirements unless an exemption applies or specific relief is obtained. FOREIGN EXCHANGE Aside from reporting requirements applicable to transfers in excess of AU$10,000, restricted stock and RSUs generally are not subject to foreign exchange restrictions. TAX EMPLOYEE If an award is not considered a “qualifying right,” an employee is taxed on restricted stock and RSUs at grant. If an award is considered a “qualifying right,” an employee is taxed on restricted stock and RSUs at vesting. The specific terms of an award may cause it to be a “qualifying right.” If an award is a qualifying right, an employee may obtain preferential tax treatment by electing to accelerate taxation upon grant. RSUs are generally subject to tax at grant unless subject to real risk of forfeiture (e.g., vesting conditions), in which case the RSUs or restricted stock are taxed upon earlier of vesting, termination of employment or seven (7) years from grant. Upon sale, only 50% of the capital gain is taxed if the shares are held for at least 12 months. EMPLOYER WITHHOLDING & REPORTING Tax withholding is not required unless employee does not provide employee tax identification number. The employer is required to report income received by an employee from restricted stock and RSUs and the employee is required to report such income on his or her annual tax return. Benefits received by employees in some Australian states may be included in the determination of employer payroll tax. DEDUCTION Reimbursement of the parent company for the cost of the benefits, pursuant to a written agreement, should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE A Medicare tax is payable on restricted stock and RSUs. An additional surcharge also may be imposed. 7Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs DATA PROTECTION Obtaining an employee’s written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer is required to ensure that an employee’s tax identification and other personal data are used only in the manner agreed upon in writing by the employee. LABOR Upon involuntary termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock or RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS TRANSLATION There are no translation requirements. Any filing with the government must be in English. ELECTRONIC COMMUNICATION It may be permissible to execute award agreements electronically. 8Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs Austria SECURITIES The EU Prospectus Directive has been implemented into Austrian law. As long as no consideration is paid by the employee for the restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Reporting to the Austrian National Bank is required under certain circumstances. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. Shares acquired before January 1, 2011: shares held more than 12 months generally are not taxable. Shares held less than 12 months are taxable upon sale. Shares acquired on or after January 1, 2011 are taxable upon sale. EMPLOYER WITHHOLDING & REPORTING Tax withholding and reporting are required. DEDUCTION Reimbursement of the parent company for the cost of the benefit pursuant to a written reimbursement agreement should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Social insurance contributions are payable on restricted stock and RSUs, subject to a cap. Withholding is required. DATA PROTECTION Obtaining an employee’s written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer also is required to register any database that includes an employee’s personal data with the Austrian privacy authorities. The transfer of personal data outside the EU requires employee consent, as well as prior notice and registration with the Austrian Data Protection Register. 9Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Benefits received from restricted stock and RSUs may be considered part of the employment relationship and included in a severance payment if restricted stock and RSUs are regularly granted to an employee. Upon involuntary termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. If the Austrian employer has a works council, prior notice should be given before an offer is made. COMMUNICATIONS Although plan materials are not required to be translated, translation is required for any government filing and is recommended to ensure that employees understand the terms of their awards. 10Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs BELGIUM SECURITIES The EU Prospectus Directive has been implemented into Belgian law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock is likely taxed upon grant. RSUs are taxed upon vesting. The shares are not taxed upon sale. EMPLOYER WITHHOLDING & REPORTING Reporting is required. Generally, withholding requirements apply if: (i) the parent company is reimbursed by the subsidiary for the costs of the benefits; or (ii) the subsidiary is involved with the delivery of the award or underlying shares. DEDUCTION In situations where the subsidiary reimburses the parent company for the cost of the benefits, a deduction is allowed. A written reimbursement agreement is recommended. Reimbursement may result in income tax and social insurance withholding. SOCIAL INSURANCE Generally, restricted stock and RSUs are not subject to social insurance contributions. DATA PROTECTION Obtaining an employee’s written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer also is required to register any database that includes an employee’s personal data with the Belgian privacy authorities. The transfer of personal data outside the EU requires employee consent, as well as prior notice and registration with the Belgian Privacy Commission. 11Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of an award ceases upon termination of employment and that the plan, and any awards under the plan, are discretionary. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although it is not legally required, employee communications should be provided in the local language: French for the Walloon region, Dutch for the Flemish region, and French and/or Dutch for the Brussels region. Any filing with the government may be required in French or Dutch. ELECTRONIC COMMUNICATION In some circumstances, it may be acceptable for award agreements to be electronically executed. 12Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs BRAZIL SECURITIES The grant of restricted stock or RSUs generally is not subject to securities law requirements. FOREIGN EXCHANGE Shares held outside of Brazil may be subject to minor reporting requirements. TAX EMPLOYEE Restricted stock and RSUs are taxed upon vesting. Proceeds from the sale of shares that exceed a monthly exclusion are taxed as capital gain. EMPLOYER WITHHOLDING & REPORTING Tax withholding and reporting by the employer generally are not required. DEDUCTION If restricted stock and RSUs are offered to all employees in Brazil and the subsidiary reimburses the parent company for the cost of the benefits, the subsidiary should be able to deduct such cost from its income taxes. Reimbursement could cause restricted stock and RSUs to be deemed employment income subject to social insurance contributions. The current foreign exchange regulations will likely restrict the subsidiary’s ability to reimburse the parent company. SOCIAL INSURANCE Although restricted stock and RSUs generally are not subject to social insurance contributions, regularly granting restricted stock or RSUs or reimbursement of the cost of benefits could result in the awards being deemed employment income subject to such contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 13Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Benefits received from restricted stock and RSUs may be considered part of the employment relationship and included in a severance payment if such benefits are regularly offered. Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of claims, the award agreement signed by an employee should provide, among other things, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although plan materials are not required to be translated, translation is required for any government filing and is recommended to ensure that employees understand the terms of their awards. 14Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CANADA SECURITIES In most instances there should be no federal securities restrictions applicable to the offer of restricted stock and RSUs due to applicable exemptions. However, provincial requirements apply in certain circumstances. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange requirements. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. Upon the sale of shares, generally only 50% of any gain is taxable. EMPLOYER WITHHOLDING & REPORTING Generally, withholding and reporting are required. DEDUCTION Even if the subsidiary reimburses the parent company for the cost of the benefit pursuant to a written reimbursement agreement, it is unable to deduct such cost from its income taxes. SOCIAL INSURANCE Generally, social insurance contributions, which are based on an employee’s compensation and are subject to a cap, are payable on restricted stock and RSUs. DATA PROTECTION Obtaining an employee’s written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data privacy requirements. Additional provincial compliance measures may be necessary. 15Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Offering restricted stock or RSUs may trigger certain employer obligations and employee claims. For instance, benefits received from restricted stock or RSUs may be considered part of the employment relationship and included in the calculation of a severance payment. Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS TRANSLATION Unless an employee in Quebec waives his or her right to receive plan materials in French, such materials must be translated into French. ELECTRONIC COMMUNICATION It should be feasible for an employee to execute his or her award agreement electronically. 16Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CHILE SECURITIES As long as the offer of restricted stock or RSUs constitutes a private offer, generally no affirmative securities law requirements are implicated. FOREIGN EXCHANGE Any investment in excess of US$10,000 by a Chilean resident in shares of a foreign company is subject to reporting requirements. For cumulative investments in excess of US$5,000,000, additional reporting requirements apply. TAX EMPLOYEE Restricted stock generally is taxed upon grant. RSUs are taxed upon vesting. EMPLOYER WITHHOLDING & REPORTING If the subsidiary deducts the cost of the award, withholding and reporting are required. DEDUCTION Reimbursement of the parent company for the cost of the benefit (e.g., the spread) and inclusion of such benefits in the employee’s compensation should enable the subsidiary to deduct such cost from its income taxes. Reimbursement will trigger employer tax withholding. SOCIAL INSURANCE Generally, the spread is subject to social insurance contributions, subject to applicable contribution ceilings. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. Such consent should be in Spanish. 17Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Offering restricted stock and RSUs may trigger certain employer obligations and employee claims. For instance, benefits received from an award may be considered part of the employment relationship and included in a severance payment if such benefits are routinely offered. Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS The Labor Authority has asserted that plan materials should be translated, however translation is not legally required. Government filings and any employee consent authorizing the cross-border transfer of personal data must be in Spanish. 18Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CHINA SECURITIES Approval from the China Securities Regulatory Commission (“CSRC”) for the offer of stock awards technically is required. However, the CSRC has informally stated that the offer of restricted stock/RSUs is not subject to approval requirements. Since the CSRC’s guidance is informal and non-binding, a company offering such awards should nonetheless consider measures to reduce the risk in the event such offer is deemed subject to CSRC approval. FOREIGN EXCHANGE Approval from the State Administration of Foreign Exchange (“SAFE”) generally is required for foreign currency transactions. As part of this approval, the parent company or subsidiary may be required to open a foreign exchange account with an approved Chinese bank to process the receipt and transfer of funds related to the stock awards. Periodic reporting requirements apply. The applicable SAFE requirements vary by region and are subject to change. TAX EMPLOYEE Restricted stock and RSUs are taxed upon vesting. Capital gains tax is imposed upon the proceeds from the sale of shares. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION In principle, the restricted stock and RSU benefits should be deductible from the subsidiary’s income taxes based on reimbursement of the parent company for the cost of such benefits. However, exchange control approvals generally are required. TAX-FAVORED Generally a public company that offers restricted stock or RSUs is required to submit applicable documents translated into Chinese to its local tax authorities. The documents that must be submitted vary by region, but typically include: the plan, award agreement and grant notice. In some provinces, private companies are not subject to the document submission requirements. SOCIAL INSURANCE Social insurance contributions may be imposed on restricted stock and RSUs. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 19Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR The payment of wages is restricted to cash and employers are prohibited from paying wages in the form of negotiable securities. Provided that restricted stock and RSUs are not characterized as wages, this restriction should not be problematic. In addition to the concern about wages, benefits received from restricted stock and RSUs may be considered part of the employment relationship and may be included in a severance payment. Recent labor legislation may provide employees with greater rights to restricted stock or RSUs. In order to reduce the risk of entitlement claims, the award agreement signed by an employee should provide, among other things, that the stock award is not employment compensation, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Any filing with the government must be translated. 20Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs CZECH REPUBLIC SECURITIES The EU Prospectus Directive has been implemented into Czech Republic law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Any sale proceeds must be repatriated. With approval, the employee may hold the funds abroad. Residents must notify the Czech National Bank no later than 15 days following the opening of an offshore account. A report disclosing the account balance must be filed by January 31 of each year. The Czech National Bank must be notified when a resident receives or sells shares in a foreign entity if the transaction is not executed by a licensed broker. TAX EMPLOYEE Restricted stock and RSUs are likely taxed upon vesting. Upon the sale of shares, the gain is taxable except under certain circumstances. EMPLOYER WITHHOLDING & REPORTING If the subsidiary deducts the cost of the benefits, withholding and reporting are required. DEDUCTION A tax deduction is allowed if the subsidiary reimburses the parent company for the cost of the benefit. SOCIAL INSURANCE Social security and health insurance tax generally is not imposed, provided that: (i) the Czech employer is not responsible for the costs of the plan (i.e., there is no reimbursement of costs), and (ii) shares of the Czech employer are not included in the plan. DATA PROTECTION Written consent from the employee is required to process and transfer personal data. Before the employer can process or transfer the employees’ personal information, registration with and approval from the authorities are required. 21Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and included in a severance payment if awards are repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award of restricted stock or RSUs is not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not required, translation of documents is recommended. Any filing with the government is required to be translated. 22Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs DENMARK SECURITIES The EU Prospectus Directive has been implemented into Danish law. As long as no consideration is paid by the employee for an award of restricted stock or RSUs, such award is exempt from the prospectus requirements. FOREIGN EXCHANGE Since restricted stock and RSUs do not involve the transfer of funds, generally there are no foreign exchange restrictions. The tax authorities must be notified by residents of foreign accounts. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs that vest as a result of continued employment are likely taxed upon grant. RSUs that are vest upon the occurrence of other events are likely taxed upon the occurrence of such other events. Any gain from the sale of shares is subject to tax. EMPLOYER WITHHOLDING & REPORTING Reporting is required. There are no withholding requirements. DEDUCTION A local tax deduction is allowed if the subsidiary reimburses the parent company for the cost of the restricted stock or RSUs and treasury shares are issued. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 23Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Under local law, an employee has unwaivable rights to restricted stocks and RSUs (whether vested or unvested) in the event that his or her employment is terminated by the company, except in the cases of misconduct. In addition, employees may have a right to any awards granted to similar employees in the same tax year following the termination. The 2004 Stock Option Act may apply to restricted stock and RSUs. Under the Act, employers should provide the employees with a translated summary of their rights concerning restricted stock or RSUs. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Employers may be required to provide a summary of the employee’s rights under the 2004 Stock Option Act. Government filings must be translated. 24Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs ECUADOR SECURITIES Restricted stock and RSUs generally are not subject to any securities restrictions. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange restrictions. TAX EMPLOYEE Whether restricted stock and RSUs are taxable upon grant or vesting is presently unclear. The gain from the sale of shares is taxable. EMPLOYER WITHHOLDING & REPORTING As long as the employee does not pay anything for restricted stock or RSUs, no withholding is required. DEDUCTION A local tax deduction may be allowed if the subsidiary reimburses the parent company for the cost of the benefit. SOCIAL INSURANCE Restricted stock and RSUs are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. LABOR Although it is not common, restricted stock and RSUs may be considered part of the employment relationship and may be included in a severance payment if restricted stock and RSUs are repeatedly granted to an employee. In order to reduce the risk of claims, the award agreement signed by an employee should provide, among other things, that the award is not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not required, translation of the plan documents is recommended. Any filings with the government are required to be translated. 25Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs EGYPT SECURITIES In order to avoid securities law requirements, the subsidiary should not administer the plan and the underlying shares must not be listed on the Cairo or Alexandria Stock Exchanges. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to foreign exchange restrictions. TAX EMPLOYEE Restricted stock likely is taxed upon grant. RSUs likely are taxed upon vesting. Proceeds from the sale of shares are taxable. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements generally apply. DEDUCTION It is uncertain whether the subsidiary may claim a local tax deduction. SOCIAL INSURANCE Restricted stock and RSUs are not subject to social insurance obligations. DATA PROTECTION Employers are advised to make disclosures to employees about processing personal data. Obtaining employee consent is recommended for the processing and transfer of personal data. 26Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although it is not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if awards are repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award is not employment compensation, that vesting ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not required, it is recommended that plan documents be translated. Any filings with the government are required to be translated. 27Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs FINLAND SECURITIES The EU Prospectus Directive has been implemented into Finnish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of shares is subject to tax. Underlying shares may be subject to a wealth tax. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements apply. DEDUCTION An employer may be able to claim a tax deduction for the cost of award benefits if it reimburses the parent company pursuant to a written agreement. SOCIAL INSURANCE Restricted stock and RSUs generally are subject to social insurance contributions, which are paid by the subsidiary; and to health insurance premiums, which are paid by the employee. DATA PROTECTION In order to comply with certain aspects of the data protection requirements, obtaining consent for the processing and transfer of personal data is recommended. 28Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if restricted stock and RSUs are repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award of restricted stock and RSUs are not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Although not required, translation of plan documents is recommended. 29Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs FRANCE SECURITIES The EU Prospectus Directive has been implemented into French law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Under certain circumstances, employees must declare the transfer of currency to or from France. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs that are not tax-favored generally are taxed upon vesting. The gain received when the shares are sold is taxable, subject to exemptions based upon other gains for the tax year. EMPLOYER WITHHOLDING & REPORTING Reporting requirements apply. Tax-favored RSUs are subject to additional reporting requirements. Although social insurance is subject to withholding requirements, income tax is not. DEDUCTION An employer may be able to claim a tax deduction for the cost of restricted stock and RSU benefits if it reimburses the parent company and the parent company uses treasury shares. TAX-FAVORED A tax-favored program through which the taxable event for RSUs is deferred until the sale of the shares and the tax rates are reduced is available. The tax-favored program requires specific modifications to the stock plan, including a minimum two-year vesting and a two-year shareholding requirement. SOCIAL INSURANCE Restricted stock and RSUs are subject to uncapped social insurance contributions. 30Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. Employers also are advised to make disclosures to employees about data processing activities. The Commission Nationali de L’Informatique et des Libertes (“CNIL”) must be notified of any databases that include employees’ personal information. LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if restricted stock and RSUs are repeatedly granted to an employee. In order to minimize the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award of restricted stock and RSUs is not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan, and any awards under the plan, are discretionary. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Translation is recommended. Any filings with the government are required to be translated. ELECTRONIC COMMUNICATION It should be valid for an employee to execute the award agreement electronically. 31Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs GERMANY SECURITIES The EU Prospectus Directive has been implemented into German law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Reporting may be required for certain bank transactions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The sale of shares is subject to tax. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements apply. DEDUCTION Reimbursement of the parent company for the cost of the benefit pursuant to a written agreement should enable the subsidiary to deduct such cost from its income tax. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance obligations, up to a cap. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. The consent must be easily discernible in appearance (e.g., in an alternate font or typeface) if it is given in conjunction with other declarations. Employers are required to register their databases. 32Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if restricted stock and RSUs are regularly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award of restricted stock or RSUs is not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. If one exists, the German works council should be notified in advance of the offering’s terms and conditions. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although not required, it is recommended that documents regarding restricted stock and RSUs be translated. Any filings with the government are required to be translated. ELECTRONIC COMMUNICATION It should be valid for an employee to execute the award agreement electronically. 33Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs GREECE SECURITIES The EU Prospectus Directive has been implemented into Greek law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. Tax is imposed upon sale. EMPLOYER WITHHOLDING & REPORTING If the subsidiary takes a local tax deduction for reimbursing the parent company for the cost of the restricted stock or RSU benefits, employer withholding and reporting are required. DEDUCTION A local tax deduction is allowed if the subsidiary reimburses the parent company for the cost of the restricted stock and RSU benefits. SOCIAL INSURANCE Typically, restricted stock and RSUs are subject to social insurance. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. The transfer of personal data requires approval from the data protection authorities. The authorities also require employers to register their data processing activities. However, if these activities are strictly employment-related and the employees have prior notification, registration is not required. 34Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if restricted stock and RSUs are repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award of restricted stock or RSUs is not employment compensation, that vesting of an award ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Translation is not required so long as the employees acknowledge that they understand the grant materials. Any filings with the government are required to be translated. ELECTRONIC COMMUNICATION It should be valid for an employee to execute the award agreement electronically. 35Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs HONG KONG SECURITIES Securities restrictions should not apply provided that: (i) the offer is only made to employees; (ii) the vesting period is at least six months; and (iii) employees are not permitted to transfer the restricted stock or RSUs. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are likely taxed upon vesting. Shares are not subject to tax upon sale. EMPLOYER WITHHOLDING & REPORTING There are no withholding requirements. Restricted stock and RSU benefits must be reported annually with the employee’s salary. DEDUCTION If the subsidiary reimburses the parent company, it may be able to deduct from its taxes the cost of restricted stock and RSU benefits. SOCIAL INSURANCE Restricted stock and RSUs are not subject to social insurance. DATA PROTECTION Registration and notification for the processing and transfer of personal data are required. To comply with certain aspects of existing data protection requirements, it is recommended that employee consent be obtained for the transfer of personal data outside of Hong Kong. 36Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in a severance payment if restricted stock or RSUs are repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the award agreement signed by an employee should provide, among other things, that the award is not employment compensation, that vesting ceases upon termination of employment, and that the plan, and any awards under the plan, are discretionary. The Occupational Retirement Schemes Ordinance may apply in cases where greater benefits upon death or retirement are allowed under the restricted stock or RSU plan. COMMUNICATIONS Although not required, it is recommended that plan documents be translated. 37Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs HUNGARY SECURITIES The EU Prospectus Directive has been implemented into Hungarian law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock and RSUs are taxed upon vesting. Proceeds from the sale of shares are subject to tax. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements may apply if the subsidiary reimburses the parent company for the cost of the benefits. DEDUCTION Reimbursement of the parent company for the cost of the benefits should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Generally, the employee must pay social insurance on the taxable amount. DATA PROTECTION Employee consent is generally required for the processing and transfer of personal data. 38Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR To decrease the likelihood of employee entitlement claims, employees should expressly agree in writing that: (i) participation in the restricted stock or RSU plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although it is not legally required, it is recommended that documents related to employee equity award plans be translated. Any filings with the government are required to be translated. ELECTRONIC COMMUNICATION It is generally acceptable for award agreements to be electronically executed. 39Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs INDIA SECURITIES There generally are no affirmative securities requirements associated with the grant of stock options. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to foreign exchange restrictions because no funds are involved. Generally, sale proceeds must be repatriated within 90 days of the transaction. TAX EMPLOYEE Restricted stock and RSUs are taxed upon vesting. However, this amount must be determined in accordance with the fair market value of the shares as determined by a licensed Indian Merchant Banker Proceeds from the sale of shares are subject to tax. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements apply. DEDUCTION A deduction may be available if the Indian subsidiary reimburses the parent-issuer for the costs of the award but exchange control approval is required. TAX-FAVORED No tax-favored programs are available. SOCIAL INSURANCE Social insurance generally is not applicable to restricted stock and RSU benefits. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 40Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although unlikely, in order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. Restricted stock and RSU plan benefits could possibly be characterized as salary for damages calculations in the event of unlawful termination. To decrease the likelihood of employee entitlement claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS There are no translation requirements. Any filing with the government must be in English. 41Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs INDONESIA SECURITIES A registration statement is required if the value of shares granted within a 12-month period is Rp 1 billion or more and either (i) shares are sold to over 50 Indonesians worldwide, or (ii) the offer is made to more than 100 Indonesians worldwide. FOREIGN EXCHANGE Although restricted stock and RSUs generally are not subject to any foreign exchange requirements, routine reporting is required on foreign exchange transactions. TAX EMPLOYEE Restricted stock likely is taxed upon grant. RSUs are taxed upon vesting. Any gain from sale is subject to capital gains tax. EMPLOYER WITHHOLDING & REPORTING Tax withholding and reporting generally are required if the subsidiary takes a local tax deduction for reimbursing the parent company and the benefits from the restricted stock and RSUs are considered part of base salary. DEDUCTION Reimbursement of the parent company for the cost of the benefits in accordance with a written agreement should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Unless the parent company is reimbursed by the subsidiary for restricted stock and RSU benefits which are routinely granted, such benefits generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 42Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Offering restricted stock or RSUs may trigger certain employer obligations and employee claims. For instance, benefits received from an award may be considered part of the employment relationship and included in a severance payment if such benefits are routinely offered. Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not legally required, it is recommended that documents regarding stock plans be translated. Any filing with the government must be translated. 43Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs IRELAND SECURITIES The EU Prospectus Directive has been implemented into Irish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. Under the provisions of the Irish Companies Law, directors may be subject to additional reporting requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock likely is taxed upon grant. RSUs likely are taxed upon vesting. The proceeds from the sale of the shares are taxable, although some exemptions apply. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION If the subsidiary reimburses the parent company for the cost of the restricted stock or RSU benefits pursuant to a written agreement, it may be able to deduct such cost from its income taxes. SOCIAL INSURANCE Social insurances are imposed on restricted stock and RSUs. DATA PROTECTION In order to comply with certain aspects of data protection requirements, employee consent for the processing and transfer of personal data is recommended. Registration with the Data Protection Commissioner may be required. 44Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Translation is not required. Any government filings must be in English. ELECTRONIC COMMUNICATION It should be valid for an employee to execute the award agreement electronically. 45Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs ISRAEL SECURITIES Restricted stock and RSUs generally are subject to securities restrictions. However, in most cases, exemptions are available. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Tax treatment is determined by whether restricted stock or RSUs are held in trust in Israel. – Restricted stock with no trustee: tax and social security due at time of grant; the employee will also be subject to tax at time of sale of shares. – Restricted stock under a trustee plan: employee taxed at time of sale of the shares; part of sale proceeds taxed as capital gain, part as work-related income; social security due on work-related income portion. – RSU with no trustee: tax and social security at time of sale of shares. – RSU under a trustee plan: employee taxed at time of sale of the shares; part of sale proceeds taxed as capital gain, part as work-related income; social security due on work-related income portion. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION A tax deduction may be available for approved trustee plan if a written recharge agreement is in place. TAX-FAVORED Under Section 102 trustee plans, the taxable event is deferred until sale. Restricted stock and RSUs must be held by a local trustee for a two-year period from the grant date. SOCIAL INSURANCE Portions of the taxable amount are subject to social insurance contributions, depending on whether granted through an approved trustee plan. 46Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs DATA PROTECTION Employee consent for the processing and transfer of personal data is recommended. In certain situations, the employer may be required to register its database with the data protection authorities. LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. The chances of an employee making a successful claim are also reduced if the award is contingent upon, for instance, the performance of the employee or the company. COMMUNICATIONS Translation of plan-related materials may be required to satisfy securities requirements, if applicable. Any government filings are required to be translated. 47Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs ITALY SECURITIES The EU Prospectus Directive is effective in Italy. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Reporting may be required for shares held outside of Italy. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain at sale is taxed as capital gain subject to annual exemption if certain conditions are met. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION If the parent company is reimbursed by the subsidiary for the cost of the benefits, the subsidiary should be able to deduct such costs from its income taxes. SOCIAL INSURANCE Restricted stock and RSUs generally are not subject to social insurance. DATA PROTECTION In order to comply with certain aspects of existing data privacy requirements, it is recommended that an employee consents to the processing and transfer of personal data. Typically, no employee’s personal information can be processed or transferred until the employer registers with Italy’s data protection authorities. 48Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) that termination of employment will result in the loss of unvested rights. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Although not required, it is recommended that all documents regarding restricted stock and RSU plans be translated. Any government filings are required to be translated. 49Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs JAPAN SECURITIES Restricted stock and RSUs are not subject to securities requirements provided they are not granted in lieu of salary. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to foreign exchange restrictions. TAX EMPLOYEE Restricted stock is likely taxed upon vesting unless employees have dividend and voting rights. RSUs are likely taxed upon vesting. The gain from the sale of the shares is taxable. EMPLOYER WITHHOLDING & REPORTING The withholding and reporting requirements are unclear. Generally, withholding and reporting requirements apply if: (i) the subsidiary is involved in the operation of the plan, and/or (ii) the plan costs are reimbursed to the parent company. DEDUCTION A deduction may be permitted if the shares required by employees are purchased by the subsidiary from the open market. No deduction is permitted for the benefits received by the officers and directors of the Japanese subsidiary. SOCIAL INSURANCE Restricted stock and RSUs are not subject to social insurance contributions, as long as the awards are not deemed part of the employee’s salary. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 50Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, employers should prepare documents concerning the plan separately from employment contracts and work rules. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee equity award plans be translated. Any government filings are required to be translated. 51Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs MEXICO SECURITIES The offer of restricted stock and RSUs generally are exempt from affirmative securities requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock and RSUs are taxed upon vesting. The gain upon the sale of the shares is taxable. EMPLOYER WITHHOLDING & REPORTING Tax withholding and reporting generally are not required unless the Mexican subsidiary reimburses the parent company for the cost of the restricted stock or RSU benefits. DEDUCTION A local tax deduction generally is allowed if the subsidiary reimburses the parent company for the cost of the restricted stock and RSU benefits under a written agreement. However, reimbursement may trigger withholding and reporting requirements for the subsidiary. SOCIAL INSURANCE Restricted stock and RSUs likely are subject to social insurance contributions if the Mexican subsidiary reimburses the parent company for the cost of the award benefits. DATA PROTECTION Mexico has enacted a comprehensive federal data protection law. Employee consent for the processing and transfer of personal data is required. 52Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS TRANSLATION Although it is not legally required, it is recommended that documents regarding employee stock plans be translated. Any government filings are required to be translated. ELECTRONIC COMMUNICATION It should be valid for an employee to execute the award agreement electronically. 53Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs THE NETHERLANDS SECURITIES The EU Prospectus Directive has been implemented into Dutch law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Generally, there are not foreign exchange considerations. Generally, there is no tax upon the sale of shares. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. Generally, there is no tax upon the sale of shares. However, an annual investment tax may apply. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements apply. DEDUCTION A local tax deduction is no longer allowed. SOCIAL INSURANCE Social insurance contributions are imposed on restricted stock and RSU benefits to the extent an employee’s income does not exceed a wage ceiling. DATA PROTECTION In order to comply with certain aspects of existing data protection requirements, it is recommended that employee consent be obtained for the processing and transfer of personal data. The employer also is required to register any database that includes an employee’s personal data with the Dutch data protection authorities. 54Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, antidiscrimination rules need to be reconsidered when awarding restricted stock or RSUs. If the Dutch employer has a works council, it may be necessary to notify the works council prior to an award. The approval of a works council may be needed to terminate a plan. COMMUNICATIONS TRANSLATION Although plan materials are not required to be translated, translation is required for any government filing and is recommended to ensure that employees understand the terms of their awards. ELECTRONIC COMMUNICATION It is generally acceptable for award agreements to be electronically executed. 55Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs NEW ZEALAND SECURITIES Offers of restricted stock and RSUs are exempt from full prospectus requirements as long as: (i) certain notice and reporting requirements are satisfied, (ii) certain annual reporting requirements are satisfied, and (iii) certain grant materials, including annual reports, plan documents, and financial statements are provided to offerees. Alternative exemptions are also available under certain circumstances. FOREIGN EXCHANGE Restricted stock and RSUs generally are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. In addition, effective April 1, 2007, under the Foreign Investment Fund regime, the value of shares held may be subject to additional taxes. Generally, no tax on sale of shares. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are not required. DEDUCTION A New Zealand subsidiary’s reimbursement of the parent company from the cost of the benefits pursuant to a written agreement should enable the subsidiary to deduct such cost from its income taxes. If the parent company is reimbursed, the subsidiary must abide by the New Zealand Companies Act 1993. SOCIAL INSURANCE Social insurance contributions general are not applicable to restricted stock and RSU benefits. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is required before the transfer of personal data abroad. 56Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. An employer should review employment agreements and the Holidays Act 2003 to evaluate whether restricted stock and RSU benefits are “salary” for employment law reasons and/or “gross earnings” for calculating holiday pay. COMMUNICATIONS There are no translation requirements. Any filing with the government must be in English. 57Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs NORWAY SECURITIES As part of the European Economic Area, the EU Prospectus Directive has been implemented into Norwegian law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE There are no specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain upon the sale of shares is taxed. The shares also may be subject to annual wealth tax. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION Reimbursement of the parent company for the cost of the benefits, pursuant to a written agreement, should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance contributions. DATA PROTECTION In order to comply with certain aspects of existing data protection requirements, it is recommended that employee consent be obtained for the processing and transfer of personal data. Registration of any databases that contain an employee’s personal data is required. 58Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Although it is not legally required, it is recommended that documents regarding employee stock plans be translated. Any filings with the government are required to be in Norwegian. 59Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs PHILIPPINES SECURITIES Securities restrictions typically apply; however, exemptions for employee stock plans are available. If a request for exemption is submitted to the Philippines Securities Authority, and an exemption fee is paid, the offer of an award is exempt from securities registration requirements. Alternatively, a grant-specific notice may be filed for offerings to fewer than 20 employees. FOREIGN EXCHANGE There are no foreign exchange restrictions. TAX EMPLOYEE Restricted stock likely is taxed upon grant. RSUs are taxed upon vesting. If the subsidiary reimburses the parent company for the cost of the award benefit, it is required to pay a fringe benefit tax on any such benefits received by non-rank-and-file employees. The gain upon the sale of shares is taxed. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting generally are not required unless the subsidiary reimburses the parent company for the cost of the benefit. DEDUCTION A Philippine subsidiary’s reimbursement of the parent company for the cost of the benefits, pursuant to a written agreement and compliance with withholding requirements, should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Unless the parent company is reimbursed by the subsidiary for restricted stock or RSU benefits, such benefits generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 60Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. 61Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs POLAND SECURITIES The EU Prospectus Directive has been implemented into Polish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Reporting requirements may apply to currency transactions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of shares is taxed. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required if the subsidiary reimburses the parent company for the cost of the restricted stock and RSU benefits or the benefits are deemed part of the local employment relationship. DEDUCTION The subsidiary should be able to deduct the cost of the benefits from its income taxes if such benefit is deemed to be part of an employee’s remuneration and the subsidiary reimburses the company for such remuneration. SOCIAL INSURANCE Unless the subsidiary is involved in the offer of restricted stock or RSUs or reimburses the parent company, the benefits from the awards generally are not subject to social insurance contributions. DATA PROTECTION In order to comply with certain aspects of existing data protection requirements, employee consent is required for the processing and transfer of personal data. The employer may have to register any database that contains an employee’s personal data with the Polish data protection authorities. 62Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although uncommon, in order to reduce the risk of employee claims, employees should expressly agree in writing that: (i) participation in the restricted stock or RSU plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. 63Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs PORTUGAL SECURITIES The EU Prospectus Directive has been implemented into Portuguese law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Minor reporting requirements may apply. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of shares is taxed. EMPLOYER WITHHOLDING & REPORTING Tax withholding generally is not required. Reporting requirements may apply. DEDUCTION Reimbursement of the parent company by the subsidiary for the cost of the benefits should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE The benefits from restricted stock and RSUs are not likely subject to social insurance contributions. DATA PROTECTION In order to comply with certain aspects of existing data protection requirements, it is recommended that employee consent be obtained for the processing and transfer of personal data. Generally, the employer also is required to register any database that includes an employee’s personal data with the Portuguese data protection authorities. The transfer of personal data abroad requires approval from Portugal’s data protection authorities. 64Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR To decrease the likelihood of claims for employee entitlements, in the award agreement evidencing the grant employees should expressly agree that: (i) participation in the restricted stock or RSU plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. ELECTRONIC COMMUNICATION In most circumstances, it is acceptable for award agreements to be electronically executed. 65Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs RUSSIA SECURITIES Stock awards are subject to securities law restrictions and currently there is no clear path to compliance for non-Russian issuers. FOREIGN EXCHANGE Russian residents generally are allowed to remit foreign currency to purchase shares of foreign corporations. Provided certain restrictions and reporting requirements are met, employees generally may hold foreign currency in banks located outside of Russia. TAX EMPLOYEE Restricted stock and RSUs likely are taxed upon vesting. Tax is imposed from the sale of shares. EMPLOYER WITHHOLDING & REPORTING Employers generally must comply with reporting and withholding requirements on any income paid to Russian taxpayers. DEDUCTION Generally, the subsidiary will not be able to deduct the cost of the benefits from its income taxes. SOCIAL INSURANCE Unless the offer of restricted stock and RSUs is deemed to be an employment benefit, they generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for processing and transferring personal data is required. 66Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although uncommon, in order to reduce the risk of employee claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. 67Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SAUDI ARABIA SECURITIES Any securities offer, including the grant of restricted stock or RSUs, may be subject to securities law requirements. In many cases, exemptions to such requirements are available if filings are made with local securities authorities. FOREIGN EXCHANGE Restricted stocks and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE There is no tax imposed on restricted stock and RSU benefits. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are not required. DEDUCTION A subsidiary typically is unable to deduct the cost of the benefits from its income taxes. SOCIAL INSURANCE Generally, the benefit is unlikely to be subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. LABOR Although unlikely, in order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. Restricted stock and RSU benefits could possibly be characterized as salary for damages calculations in the event of unlawful termination. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. 68Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SINGAPORE SECURITIES Offers of options are generally exempt from securities registration requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock and RSUs generally are taxed upon vesting. No tax is imposed upon the sale of shares. EMPLOYER WITHHOLDING & REPORTING Tax withholding is not required. The employer is required to report income received by an employee from restricted stock and RSUs. DEDUCTION The subsidiary should be able to deduct the cost of the benefit from its income taxes if: (i) treasury shares are used, (ii) the cost of the benefits (e.g., the spread) are treated as an expense by the subsidiary for the production of income, and (iii) the subsidiary reimburses the parent company for such benefits. SOCIAL INSURANCE Restricted stock and RSUs generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. Restricted stock and RSU benefits could possibly be characterized as salary for damages calculations in the event of unlawful termination. COMMUNICATIONS There are no translation requirements. Any filing with the government must be in English. 69Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SLOVAK REPUBLIC SECURITIES The EU Prospectus Directive has been implemented into Slovak Republic law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Generally, there are no specific foreign exchange restrictions. Reporting obligations may apply under certain circumstances. TAX EMPLOYEE Restricted Stock and RSUs are taxed at vesting. Upon the sale of shares, tax is payable on the gain less the fair market value at vesting. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting generally are required. DEDUCTION A Slovak subsidiary’s reimbursement of the parent company for the cost of the benefits pursuant to a written agreement should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Restricted stock and RSU benefits generally are subject to social insurance contributions and employee health insurance contributions. DATA PROTECTION It is recommended that employee consent be obtained for the processing and transfer of personal data. Generally, the employer also is required to register any database that includes an employee’s personal data with the Slovak data protection authorities. The transfer of personal data outside the EU may require approval from Slovak data protection authorities. 70Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although uncommon, in order to reduce the risk of employee claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filing with the government must be translated. ELECTRONIC COMMUNICATION In some circumstances, it may be acceptable for award agreements to be electronically executed. 71Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SOUTH AFRICA SECURITIES Public offers of securities are subject to prospectus requirements but exemptions are available under certain circumstances. FOREIGN EXCHANGE The approval of the Exchange Control Department of the South African Reserve Bank is necessary for employees that exceed their offshore investment allowance limit of ZAR 4,000,000. This limit is the aggregate of all amounts transferred out of South Africa by the employee at any time. TAX EMPLOYEE Restricted stock and RSUs are likely taxed upon vesting. The gain on the sale of shares generally is taxed. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION If the subsidiary reimburses the parent company for the cost of offering the awards subject to South African Reserve Bank approval, a tax deduction will be available. SOCIAL INSURANCE Restricted stock and RSUs generally are subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. LABOR In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting ceases upon termination of employment, and that the plan and any awards under it are discretionary. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any government filings must be translated. 72Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SOUTH KOREA SECURITIES As long as restricted stock and RSUs are only offered to employees, there are no specific securities restrictions. FOREIGN EXCHANGE Restricted stocks and RSUs are not subject to any exchange control restrictions. Proceeds from the sale of shares must be repatriated to Korea TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of the shares generally is taxable. EMPLOYER WITHHOLDING & REPORTING Unless the parent company is reimbursed by the subsidiary for the cost of restricted stock and RSU benefits, withholding and reporting generally are not required. DEDUCTION If the subsidiary reimburses the parent company for the cost of offering the restricted stock or RSUs and other conditions are satisfied including exchange control approval for such reimbursement, a tax deduction is available. SOCIAL INSURANCE Restricted stock and RSUs generally are subject to social insurance contributions upon vesting. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 73Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS Although not legally required, it is recommended that the plan documents be translated. Any government filings are required to be translated. 74Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SPAIN SECURITIES The EU Prospectus Directive has been implemented into Spanish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Residents are required to declare their foreign securities interests annually (solely for statistical and administrative purposes). TAX EMPLOYEE Restricted stock and RSUs are generally taxed upon vesting subject to certain exemptions. The gain from the sale of the shares is taxable. EMPLOYER WITHHOLDING & REPORTING Generally, withholding requirements apply. DEDUCTION Reimbursement of the parent company for the cost of the benefits pursuant to a written agreement should enable the subsidiary to deduct such cost from its income taxes. TAX-FAVORED Tax exemptions are available subject to specific criteria such as shareholding periods, ownership limitations, and irregular grants. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance contributions subject to a ceiling and exemptions. DATA PROTECTION Obtaining employee consent for the processing and collection of personal data is recommended. In addition, the employer must register its database with the data protection authorities. 75Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Spanish labor courts have ruled favorably for employee claims for restricted stock and RSU benefits. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any government and legal filings are required to be translated. ELECTRONIC COMMUNICATION In some circumstances, it may be acceptable for award agreements to be electronically executed. 76Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SWEDEN SECURITIES The EU Prospectus Directive has been implemented into Swedish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain upon the sale of the shares is taxable. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting are required. DEDUCTION Reimbursement of the parent company by the subsidiary for the cost of the benefits should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is a means to comply with the certain aspects of data protection requirements. 77Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS The translation of restricted stock and RSU plan documents is not required, unless requested by an employee. Any government filings are required to be translated. 78Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs SWITZERLAND SECURITIES There generally are no specific securities restrictions. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock is likely taxed upon grant. RSUs are taxed upon vesting. There generally is no tax on the sale of shares but wealth tax may apply. EMPLOYER WITHHOLDING & REPORTING The employer must withhold and report for employees with B permits. Reporting is required on an annual salary statement for employees with C permits and residents. DEDUCTION Reimbursement of the parent company by the subsidiary for the cost of the benefits pursuant to a written agreement should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Restricted stock and RSUs are subject to social insurance. DATA PROTECTION Obtaining written consent from employees is recommended prior to transferring any personal information to the parent company or a third-party administrator. 79Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although it is not legally required, it is recommended that documents regarding employee stock plans be translated. Any filings with the government are required to be translated. 80Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs TAIWAN SECURITIES Restricted stock and RSUs are not subject to specific securities restrictions. FOREIGN EXCHANGE Reporting is required for currency transactions exceeding certain thresholds. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain upon the sale of the shares is not taxable but is included in calculations of Alternative Minimum Tax. EMPLOYER WITHHOLDING & REPORTING Reporting generally is required. DEDUCTION Reimbursement of the parent company by the subsidiary for the cost of the benefits pursuant to a written agreement should enable the subsidiary to deduct such cost from its income taxes. SOCIAL INSURANCE Restricted stock and RSUs generally are not subject to social insurance contributions. DATA PROTECTION Government approval is required before processing any personal data. In order to transfer personal data abroad, employers must obtain approval from a sector-specific government agency. It is recommended that employee consent be obtained prior to the processing and transfer of personal data. 81Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated (especially for employees who are not fluent in English). Any filings with the government are required to be translated. 82Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs THAILAND SECURITIES Restricted stock and RSUs should not be subject to securities requirements. FOREIGN EXCHANGE Certain monetary restrictions apply to remittances for the purchase of shares in overseas companies. Authorized bank or dealer is required to remit funds overseas. Provided that the restricted stock and RSUs do not involve the transfer of funds, generally there are not foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed at grant. RSUs are taxed at vesting. The gain from the sale of the shares is taxable if repatriated by a Thai tax resident. EMPLOYER WITHHOLDING & REPORTING Unless the subsidiary reimburses the parent company for the cost of the plan benefits, withholding and reporting generally are not required. DEDUCTION Tax deduction likely is available if Thai subsidiary reimburses parent for costs of the award and certain other requirements are met. SOCIAL INSURANCE Restricted stock and RSUs generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 83Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filings with the government are required to be translated. 84Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs TURKEY SECURITIES There are no specific securities requirements as long as the offer is not a public offer and the underlying shares are not listed on the Turkish Stock Exchange. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of shares generally is not taxable. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements apply if the subsidiary reimburses the parent company for the cost of the benefits. DEDUCTION It is unclear whether the subsidiary can take a deduction for the cost of either type of award, even if it reimburses the parent company. SOCIAL INSURANCE Restricted stock and RSUs generally may be subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 85Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although uncommon, in order to reduce the risk of employee claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS As long as the documents regarding employee restricted stock or RSU plans are not intended to be part of the employment contracts, translation of such documents is not required. Any government filings must be translated to Turkish. 86Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs UNITED KINGDOM SECURITIES The EU Prospectus Directive has been implemented into British law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to any specific foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon vesting provided the vesting period is five years or shorter. Restricted stock is taxed upon grant if it does not vest within five years. RSUs are taxed upon vesting. The gain from the sale of the shares is taxable, subject to an annual exclusion. EMPLOYER WITHHOLDING & REPORTING Withholding is required if shares are deemed “readily convertible assets.” Registration and annual reporting is required. DEDUCTION A local tax deduction generally is allowed. SOCIAL INSURANCE Restricted stock and RSUs are subject to National Insurance Contributions (“NICs”) if shares are deemed “readily convertible assets.” Through an approved Joint Election or other contractual arrangement, the employer NICs obligation may be transferred from the employer to the employee. DATA PROTECTION In order to comply with certain aspects of the restrictions on the transfer of personal data, employee consent to the processing and transfer of personal data is recommended. Employers must register their data processing activities. 87Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. In addition, antidiscrimination rules need to be considered when awarding restricted stock or RSUs. COMMUNICATIONS TRANSLATION Employee communications are not subject to any specific legal requirements. ELECTRONIC COMMUNICATION In some circumstances, it may be acceptable for award agreements to be electronically executed. 88Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs VENEZUELA SECURITIES As long as the award of restricted stock and RSUs is not deemed to be a public offer, securities requirements generally do not apply. Awards addressed to individual employees should not be deemed public offers. FOREIGN EXCHANGE Restricted stock and RSUs are not subject to foreign exchange restrictions. TAX EMPLOYEE Restricted stock is taxed upon grant. RSUs are taxed upon vesting. The gain from the sale of the shares is taxable. EMPLOYER WITHHOLDING & REPORTING Withholding and reporting requirements do not apply. DEDUCTION Because of foreign exchange restrictions, reimbursement of the parent company and a related tax deduction are not likely to be available. SOCIAL INSURANCE Restricted stock and RSUs are not subject to social insurance. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. LABOR Although not common, restricted stock benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee stock plans be translated. Any filings with the government are required to be translated. 89Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs VIETNAM SECURITIES Generally, no specific restrictions apply to the grant of employee stock awards by overseas issuers. FOREIGN EXCHANGE Vietnamese employees are forbidden from owning shares of a foreign issuer. Unless approval to hold foreign currency abroad is obtained, employees must repatriate any gain from the sale of shares abroad. TAX EMPLOYEE Restricted stock is likely taxed upon grant. RSUs are likely taxed upon vesting. Tax generally is imposed upon sale. EMPLOYER WITHHOLDING & REPORTING Employers generally are required to withhold and report. DEDUCTION Because of foreign exchange restrictions, reimbursement of the parent company and a related tax deduction are not likely to be available. SOCIAL INSURANCE Restricted stock and RSUs generally are not subject to social insurance contributions. DATA PROTECTION Obtaining employee consent for the processing and transfer of personal data is recommended. 90Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs LABOR Although not common, restricted stock and RSU benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. In order to minimize the risk of claims, employees should expressly agree in writing that: (i) participation in the plan is discretionary, and (ii) termination of employment will result in the loss of unvested rights. COMMUNICATIONS Although not legally required, it is recommended that documents regarding employee equity award plans be translated. Any filings with the government are required to be translated. 91Guide to Going Global Global Equity RESTRICTED STOCK AND RSUs Contact Information FOR MORE INFORMATION If you have any questions about the design, implementation, and maintenance of equity compensation programs in any country, please contact: Dean Fealk T: +1 415 836 2521 F: +1 415 659 7421 [email protected] DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 92