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NASPP Michigan Chapter Meeting November 13, 2012

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NASPP Michigan Chapter Meeting. November 13, 2012. Chapter Announcements. NASPP Memberships It’s renewal time! All NASPP memberships expire on December 31 Renew today to avoid the last minute rush and make sure you don’t miss any of the great webcasts planned for next year - PowerPoint PPT Presentation

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  • NASPP Michigan Chapter MeetingNovember 13, 2012

  • Chapter AnnouncementsNASPP MembershipsIts renewal time!All NASPP memberships expire on December 31Renew today to avoid the last minute rush and make sure you dont miss any of the great webcasts planned for next yearRenew at Naspp.com

  • Chapter AnnouncementsNASPP Conference AudioAll NASPP Conference session are recorded; audio is available for purchase after the ConferenceA great way to experience the Conference, catch up on industry developments, and hear some of the fabulous sessions presented by the industrys top speakersNASPP members can purchase a single session for just $65, additional discounts are available for multi-session purchasesVisit Naspp.com after the Conference to purchase the audio

  • Chapter AnnouncementsIntroducing the NASPP Career CenterPost a job, post your resume details, browse jobs and gain valuable career information Web site highlights Free Job Bank: Any employer (NASPP member or not) can post an industry-related positionChapter Job Board: Positions listed in our chapter area. When posting a job, you can associate it with up to three chaptersResume Bank: Active NASPP members can post a resume profile for visibility to employers looking to fill job openings; resumes are searchable by those with access to the Career CenterMessage Center: Central messaging area for communication between resume posters and employers, as well as email updates about new job openings or candidates that match your search criteria

    Move forward in your career now by visiting the NASPPs Career Center today at: http://www.naspp.com/CareerCenter/

  • Chapter AnnouncementsAre you on Facebook or Twitter? The NASPP is too! Follow the NASPP on Twitter or like us on FacebookThe NASPP posts announcements whenever we post new content on Naspp.com--it's a great way to keep up with all the content we have on the websiteCurrent Facebook friendsThe NASPP requests and encourages your further presence on our Facebook pageRespond to new interactive questions and/or like our posts as you feel appropriateVisit the NASPPs Facebook page today at: http://www.facebook.com/NASPP

  • Highlights from the 20th Annual NASPP ConferenceOctober 8th-12thNew OrleansPresented by: Erin Newell, CEPAlicia Mladsi, CEP

  • Making Your Vendor Relationships More EffectiveLarry Petz, CEP, Dana Holding CorpErin Madison, CEP, BroadcomJohn Hammond, CEP, AST Equity Plan SolutionsJen Baehr, CEP, NASPP

  • Making Your Vendor Relationships More EffectiveService OptionsOutsourcingSelf-AdministrationPartial AdministrationMulti-vendor BrokersRecord-keepingTax/LegalMerchant Bank (India)Trustee (Israel)

  • Making Your Vendor Relationships More EffectiveService Definition in the contractAnyone involved in Equity should be included in the contract processAttorneys will focus on legal languageService Level Agreement, often not standard and should be requested in the contact

  • Making Your Vendor Relationships More EffectiveImplementation of new vendorUnderstand services & capabilitiesAsk questionsRequest referencesCurrent VendorsSchedule periodic meetingsMake suggestions for future enhancementsTraining classesAdvisory Boards

  • Preserve Your Reserve (and your Sanity)Megan Arthur, Cooley LLPDenise Miller, Adobe Systems IncorporatedScot Witz, W.W. Grainger, IncJulie Mrozek, Stock & Option Solutions, Inc.

  • Fungible Share Reserve DesignFull Value awards (Restricted stock, RSUs, Performance shares, etc.) count as more than one share Example: Share reserve consists of 10M new shares with a 2 to 1 ratio for full value awards:Stock options covering 10M shares may be issued ORFull-value awards covering 5M shares ORSome combination of full-value awards and options

  • Fungible Share Reserve DesignWhere does the ratio come from?Most often, from an ISS derived value-neutral ratio for determining the cost of the share increase, based on the ratio of the value of a full value award and an option/SAR award under the ISS proprietary model

    What is ISS?Institutional Shareholder Services (ISS, a division of RiskMetrics Group) - a leading provider of corporate governance data and investment decision support tools

  • Fungible Share Reserve Design Adobe SystemsHave multiple plans with multiple sets of ratiosTracking is done by:Placing fungible ratios in a user defined field on each grant recordFiltering on this field for reporting

  • Reconciliation Example of Fungible Share Pool Tracking

  • Share Counting - LiberalOnly shares actually issued reduce the share reserve. Reserve is nt reduces by any shares subject to all types of stock awards that:Expire or terminateAre settled in cashAre forfeited back to or repurchased by the companyAre reacquired by the company in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of the stock award.

  • Share Counting Non-LiberalNon Liberal Share counting: ISS and other proxy advisory firm policiesLiberal share counting will result in higher cost of the planTo avoid higher cost, reserve must be reduced by any shares that:Are not issued because they are used for a net exerciseAre reacquired by the company in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of an option or stock appreciation right.

  • The Future of Equity CompensationJames Humza, Bank of America Merrill LynchKurt Bremer, Morgan Stanley Smith BarneyJim Wilforst, ETRADE Corporate ServicesModerated by, Elizabeth Doge, CEP, Stock & Option Solutions

  • The Future of Equity CompensationWhat are your thoughts about the future direction of outsourcing plan administration?Outsource will continue, forced to do more with lessWar for talentRight Sourcing finding the right solution

  • The Future of Equity CompensationWhat are the greatest overall challenges facing the equity compensation industry today?War for talentEducation & Tax Planning

  • The Future of Equity CompensationWhat are the most significant challenges of global stock plans & how do you envision our industry rising to those challenges? Mobility- need to automateCommunication & Education- translation

  • Equity Compensation Crossfire: Cutting-Edge Plan DesignTerry Adamson, Aon HewittBarbara Baksa, NASPPJennifer Kirk, GoogleMichael Mclanahan, FidelityRussell Miller, ClearBridge Compensation

  • Equity Compensation Crossfire: Cutting-Edge Plan DesignGrant FrequencyCash SettledAutomated ExecutionEquity ChoiceCapped Awards

  • Equity Compensation Crossfire: Cutting-Edge Plan DesignTypical Annual GrantsMore FrequentQuarterly or SemiannuallyAdministrative Challenges

    Less FrequentGrant intended to span several years (i.e. Steve Jobs)Governance challenges

  • Cash Settled AwardsCan be authorized under plan but cash (rather than shares) used to settle the awardCash settled RSUsCash settled SARsCash Payment not from a market sale of stockDifferent accounting treatmentPaying out cash and have no control how much

  • Automatic ExerciseAdministrative feature designed to ensure that a participants in-the-money grants are exercised automatically at point of expirationTypically plan sponsor set percentage or dollar amount where auto exercise occurs$0.50 per share ($20 grant exercises at $20.50)1% trigger ($20 grant exercises at $20.20 FMV)

  • Equity Choice ProgramAllow employees to choose the type of award they receiveChoices might include options, full value awards, performance awards, cashSize of award adjusted commensurately so that employees receive same grant value regardless of choice (i.e. Solium plan is 3 options to 1 RSU)NOTE: Need to educate employees on tax and legal consequences.

  • Capped AwardsMay be allowing payout of cash and dont want to have uncontrolled amount of distributionLimits effects of dilution for share payouts

  • Value & Valuations: Making Sense of Long-Term Incentive DataTerry Adamson, Aon HewittBilly Vitense, StarbucksFred Whittlesey, Compensation Venture Group

  • Value & Valuations: Making Sense of Long-Term Incentive DataStarbucks Coffee CompanyHow partners perceive value?Show partners how economic value is translated to # of sharesStock OptionsPerformance RSU

  • Value & Valuations: Making Sense of Long-Term Incentive DataMake it clear on upcoming eventsProvide schedule of grants & vesting 5 Ps- Proper Planning Prevents Poor PerformancePlanning leads to overall goal of creating Financial Wellness

  • Paying for Performance in an Unpredictable MarketYonat Assayag, Clearbridge Compensation GroupMark Borges, CompensiaRose Marie Orens, Compensation Advisory Partners

  • Paying for Performance in an Unpredictable MarketShareholders demanding more evidence that executive pay is aligned with company performanceIncreased use of performance based Long Term IncentivesImproved disclosureCompanies are challenged with effective performance measurement / goal setting process

  • Paying for Performance in an Unpredictable MarketIncentive measure selection requires balancing the shareholder and executive perspectivesShareholders: Want concrete results that justify cash payments or ownership dilutionExecutives: Want to be motivated to increase company value

  • Paying for Performance in an Unpredictable MarketKey considerationsPossible performance measuresPerformance measurement timeframesGoal settingPay / performance relationship

  • Identifying Incentive-Based Performance MeasuresWhy stock price is not always the answerManagements day to day decisions are not immediately reflectedMeasures should be under the control of the executive and be correlated with shareholder return in the long runSelection should take into account the incentives motivational impact on various participant types

  • Evaluating Different MeasuresTotal Shareholder Return (TSR)

    With Pricebegin = share price at beginning of period, Priceend = share price at end of period, Dividends = dividends paid and TSR = Total Shareholder Return, TSR is computed as:TSR = (Pricebegin Priceend + Dividends ) / Pricebegin

  • Evaluating Different MeasuresTotal Shareholder Return (TSR)AdvantagesGets to the heart of what investors desireEasy to calculate and communicateCant be manipulatedDisadvantagesStill uses stock price as a component, which does not reflect managements day to day decisions and includes market conditions not in control of management

  • Evaluating Different MeasuresRevenueAdvantagesRewards top line performance/growth of the companyIdeal for developing companies with the only objective to build scale and market shareAligns to outcomes that executives can directly impactEasy to measure and understandDisadvantagesIgnores several important factors such as costs of goods sold, tax strategies, etc.Does not reward for managing the other aspects of the business and may discourage leadership decisions

  • Evaluating Different MeasuresGross ProfitAdvantagesAligns to outcomes that executives can directly impactEasy to measure and understandEncourages selling more product at the highest martin possibleDisadvantagesDoes not reward for managing other aspects of the businessMay discourage leadership decisions

  • Evaluating Different MeasuresEarnings before interest taxes depreciation amortization (EBITDA)AdvantagesEncourages selling more product at the highest cash operating marginExcludes legacy decisions such as capital expenditures, acquisitions, financing and tax strategies that may take away from current operating achievements A good short term measure of operating performanceDisadvantagesRequires calculation rather than a reported numberIgnores several important factors such as costs of goods sold, tax strategies

  • Effective Goal Setting in a Volatile MarketProper alignment of threshold, target and superior performance and payouts is criticalTypically threshold performance levels are very achievable (85% - 90% chance of achievement)Target performance levels are more difficult to achieve (~60%)Maximum performance levels represent stretch and are very difficult to achieve (10-15% chance)

  • Top 10 Pay for Performance Pitfalls to AvoidWrong MeasureRight Measure, Wrong GoalRight Measure, Wrong BehaviorNot Enough StretchToo Much StretchPaying Below Street GuidanceThe Perfect Measure vs. the Right MeasurePay for FailurePoor DisclosureNo Surprises!!

  • Withhold Now Or Forever Speak Your PieceWilliam Dunn, PricewaterhouseCoopers LLPWendy Jennings, Riverbed Technology, Inc.Ameena Majid, Seyfarth Shaw LLPDonna Spinola, McKesson Corporation

  • Withhold Now Or Forever Speak Your PieceGeneral Administrative ConsiderationsTimelineCommunicateChoices vs. Requirements

  • Withhold Now Or Forever Speak Your PieceShare Withholding vs. Sell to CoverPros and cons of eachCash WithholdingFICA withholding for retireesRule of Administrative ConvenienceDelay the timing in which employer make take into account deferred amounts, no later then end of calendar yearInternational withholding for ESPP

  • Withhold Now Or Forever Speak Your PieceISOGeneral rule, no withholding for ISOPennsylvania does require withholding

  • Managing Mobile Employees at Home and AbroadScott Sander Amazon.comMark Miller Deloitte Tax LLPRive Rutke Deloitte Tax LLP

  • Managing Mobile Employees

    There is an increasing need for countries to find new sources of revenue.According to CIA World Fact Book, government spending exceeds revenues in numerous countries including:United Kingdom 26% India 47%United States 60% Ireland 94% Australia 11% Japan 25%

  • Why is this my problem?

    Mobile employees may trigger tax withholding and reporting obligations for the employer in multiple jurisdictionsGlobal tax withholding and reporting failures in the employee tax burden passing to the employerHR impact can be as painful as the tax penalties

  • Amazon Case Study

    Grant broad based RSUs to employees in 29 countries and notable locations include US, UK, Lux, Germany, India, Japan and ChinaOwnership is a fundamental leadership principle at AmazonEqualization practice for mobile employees (net pay adjustment)

  • Amazon Case Study

    Multiple vendor approach to due diligenceIdentification of key stakeholders and formalized process to review guidance (Payroll, Legal, Corp Tax, Acctg)Arrive at defensible tax position that aligns with organizational philosophy.

  • Practical Guidelines/Summary

    Full compliance may not be achievable; nor is automation right for everyoneIdentify how your company can track moversIdentify larger risk states/countriesReview and understand withholding and reporting obligationsReview and understand where state tax credits/reverse credits or reciprocity may help to reduce double taxationDetermine how your company will develop a process to balance the technical requirements with administrative abilities

  • Keeping Up with the UpdatesJennifer Namazi, NASPPLouis Rorimer, Jones DayShoshana Litt, Jones DayMarlene Zobayan, Rutlen Associates LLCBrian Buggy, Matheson Ormby Prentice

  • Keeping Up with the UpdatesThe NASPP Global Stock Plans PortalCountry Specific Guides33 countriesAlertsCountries with most alert subscribers:UKCanadaGermanyChina

  • Keeping Up with the UpdatesOther ResourcesNewsletter AlertsLocal ContactsWebinars, Seminars, Conferences

  • The Cash Alternative:What, When and HowMyrna Hellerman, Sibson ConsultingTakis Makridis, Equity Methods LLCThomas Welk, Cooley LLP

  • The Cash AlternativeIn recent years, economic challenges and new governmental mandates called into question the typical incentive designAs a result, many companies have moved away from the Standard Design. They have adopted Alternative Hybrid Approaches.

  • The Cash AlternativeCash Settled RSU Standard Restricted stock unit that is settled in cash based on the equity value at settlementTracks appreciation of equity but paid in cashCash Settled SAROption based award in which the appreciation over the strike price is paid in cashCapped Cash Settled SARSAR in which the payout may not exceed a certain level (price ceiling)

  • The Cash AlternativeCash Based Award (i.e. RCU)Cash denominated award, so does not track appreciation or depreciation in equity value (may contain performance or market conditions)Hybrid (Floating) AwardAward that is structured so that elected payout method may be modified during the vesting period as expectations change regarding treasury shares on hand for use

  • Implications and ConsiderationsWho determines the settlement method, company or employee and when?If employee, triggers liability accountingMeasurement date is the settlement date, not grant date. This means the fair value needs to be remeasured each period until settlementResult is ongoing cumulative-effect adjustments (mark to market accounting)Note that if choice not at grant, probably 409A considerationsProviding employees choice precludes establishment of a grant date until election, so perhaps best to elect prior to the grant

  • Implications and ConsiderationsMust the awards, if paid in equity, be from a shareholder approved plan?What are the registration requirements, if any?What are the reporting obligations? (e.g. Section 16)What tax benefits/drawbacks are there to the award (and is the employee aware of these?)

  • Other Updates2013 Conference LocationWashington DC

  • Contact InfoErin Newell, CEPAccount ManagerSoliumOffice: 480-308-8174Email: [email protected]

    Alicia Mladsi, CEPStrategic Client ManagerSoliumOffice: (203) 447-5845Email: [email protected]

    *Welcome & thank you for having us. Janet & I attended the 20th Annual NASPP conference a few weeks ago in New Orleans. In this presentation we will each cover 5 session from the conference. Since we cant go over all of the information from the sessions, we tried to pull out important or new items to shares with you. I also brought along the books from the conference that contain all the presentations as well as additional inserts on each topic. Feel free to take a look through them at the end of our presentations. If you have questions or comments throughout the presentation, feel free to stop & ask. *The first session I will cover is Making Your Vendor Relationships More Effective. The panel included two issuer or plan administrators, Larry Petz from Dana Holdings & Erin Madison from Broadcom. As well as one vendor, John Hammond from AST. And Jen Baehr from NASPP. *The first session I will cover is Making Your Vendor Relationships More Effective. The panel included two issuer or plan administrators, Larry Petz from Dana Holdings & Erin Madison from Broadcom. As well as one vendor, John Hammond from AST. And Jen Baehr from NASPP. *The first session I will cover is Making Your Vendor Relationships More Effective. The panel included two issuer or plan administrators, Larry Petz from Dana Holdings & Erin Madison from Broadcom. As well as one vendor, John Hammond from AST. And Jen Baehr from NASPP. *The first session I will cover is Making Your Vendor Relationships More Effective. The panel included two issuer or plan administrators, Larry Petz from Dana Holdings & Erin Madison from Broadcom. As well as one vendor, John Hammond from AST. And Jen Baehr from NASPP. *Welcome & thank you for having us. Janet & I attended the 20th Annual NASPP conference a few weeks ago in New Orleans. In this presentation we will each cover 5 session from the conference. Since we cant go over all of the information from the sessions, we tried to pull out important or new items to shares with you. I also brought along the books from the conference that contain all the presentations as well as additional inserts on each topic. Feel free to take a look through them at the end of our presentations. If you have questions or comments throughout the presentation, feel free to stop & ask. *The first session I will cover is Making Your Vendor Relationships More Effective. The panel included two issuer or plan administrators, Larry Petz from Dana Holdings & Erin Madison from Broadcom. As well as one vendor, John Hammond from AST. And Jen Baehr from NASPP. *Today there are several different options when it comes to equity vendors. I think we are all pretty familiar with the first three, full outsource, self- administration & partial administration but the last one, Multi-vendor is one that has grown a lot & continues to grow. With the importance of mobility tracking, a lot of issuers are looking for additional vendors for recordkeeping, tax compliance, etc for mobility.

    Motivation is needed to have multiple vendors. Between all the different platforms, vendors, there are somewhere near 116,000 combinations. *Once your have selected a vendor, the speakers really stressed the importance of including all individuals involved in equity in the contract process. Finance, Payroll, Tax, etc. Anyone who is going to touch the software or rely on data/reports from the vendor should be insure their specific needs are met. Erin from Broadcom gave an example that their company has a very thorough vendor selection process where they bring in the vendor for a full day & there an hour or two scheduled with each department so everyone has their specific questions answered.

    If your attorneys or legal team are the only ones reviewing the contract, they may only focus on the legal language and not service. Make sure you request that the service level agreement is included in the contract. Often times these are not standard & they may not even been in the contract unless you request it. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *The next session I will cover, The Future of Equity Compensation, was one of the keynote sessions. The panel included three of the stock plan services departments for Bank of America Merrill Lynch, Morgan Stanley Smith Barney & ETRADE. Elizabeth Dodge from SOS moderated the session. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *Again, we talked about understanding the service offering when looking for a new vendor. Make sure you also now the capabilities of the software. Again, ensuring they fit the needs of all involved. Make sure all questions are answered up front. Finally, request references. One suggestion the speakers had was to request references of your choice, not just the references that the vendor provides.

    To help strengthen the relationship with your current vendor, schedule regular meetings with them. That way you have a set time where you can discuss open items or get questions answered. Make suggestions for future enhancements, if there is something you need, most likely the vendor has other clients that are looking for similar functionality so dont be shy about requests. Check with vendors regarding training classes they may offer, a lot vendors will provide training- either live or maybe recorded sessions. *The next session I will cover, The Future of Equity Compensation, was one of the keynote sessions. The panel included three of the stock plan services departments for Bank of America Merrill Lynch, Morgan Stanley Smith Barney & ETRADE. Elizabeth Dodge from SOS moderated the session. *The first question asked to the panel was What are your thoughts about the future direction of outsourcing plan administration? Each speaker gave their opinion for the most part they all agreed that outsourcing will continue as most companies are forces to do more with less resources today & in most cases it make more sense to outsource the administration of their plans to some degree. They also mentioned that our industry is in a war for talent and it is a challenge to bring young people into the industry, not everyone dreams of becoming a stock plan admin when they grow up.

    Finally, they talked about right sourcing, working with issuer to find the right solution for them. Not every model or service option is right for all clients so its important to really find the right fit. *The next question was What are the greatest overall challenges facing the equity comp industry today?

    Again, the war for talent issue was discussed.

    Also, education & tax planning. It is still a challenge to effective communicate equity plans to employees. Also, the importance of tax planning for equity as well as educating employee on using equity awards in their retirement planning. *The last question asked was What are the most significant challenges of global stock plans & how do you envision our industry rising to those challenges?

    I believe they all felt that mobility was the biggest challenge facing the industry today and the need to automate it. Today mobility is very complex and automation is needed to make it easier for companies. There are probably a lot of companies not tracking employee mobility because they dont have the tools or resources & it is so complicate.

    Again, communication & education was discussed so both as an overall challenge for the industry as well as a significant challenge for global plans. Ensuring that equity related documents, agreements, education is translated in the languages of global participants.*Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *The next presentation, Value & Valuations: Making Sense of Long Term Incentive Data, the first half of the presentation focused on LTI survey data, valuations methods/models but the part that I found most interesting was the Starbucks Case Study.*At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.

    *Billy from Starbucks also stress the importance of pre-planning for events & proving clear communication to participants. His moto is the 5 Ps- Proper Planning Prevents Poor Performance.

    At Starbicks, their overall goal is to work with their partners to create financial wellness. They do that by showing the value of their total compensation including equity. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *The next presentation Ill cover is Withhold now or forever speak your piece. Again we have a good mix on the panel, two issuers, an attorney and an individual from PWC. *This session was focused on administrative process for tax withholding on equity transactions.

    Starting out with a few general administrative considerations, the importance of a timeline of events for the year or quarter so you can tracking vestings, etc & the import deadlines surrounding them. Again, communication is important, making sure you are communicating to participants that these events are coming up & what is required by them. Finally, choices vs requirements when it comes to tax withholding options. If your company wants to offering multiple choices for tax withholding, for example paying cash for taxes or share withholding, make sure there is a default in case you have participants who do not make an election. Also make sure there is a deadline to make the election as well as when payment must be remitted ( if paying cash). *More in depth on the different tax withholding methods.

    Share withholding vs Sell to cover, for example, if your company is concerned about cash flow, share withholding probably isnt a good method. For sell to cover, there is a dilutive impact as well as a stock price fluctuations between vest date & date shares are actually sold.

    For Cash withhold- one item mentioned was regarding collecting FICA for employees who become retirement eligible & shares will be issued upon retirement. If FICA is due, requiring employees to pay cash is the easiest option. It also helps waiting until the end of the year process so employees may have already maxed out on SS & the Medicare amount is hopefully minimal. Educating participants on this is key as well, participants will most likely be confused that they have to pay taxes on shares they are not receiving until they retire.

    Rule Administrative Convenience- as I mentioned for retirement eligible employees, if your company allows deferrals on RSU for example, the company can delay the tax reporting process until a later date in the year or at the end of the year when they can process all at once.

    Final item regarding cash withholding relates to international participants in ESPP. In some countries the purchase will trigger a taxable event. If the employee is paying cash for taxes or paying the tax through payroll, this can take a large portion of their paycheck so its important to communicate the tax implications to employees so they are aware. Also it may be possible to plan the purchase periods so they fall in an open trading window & participant could sell some shares to cover the taxes if necessary. *The final item regarding ISO, generally the rule as always been that taxes should never be withheld on an ISO exercise. Pennsylvania does require tax withholding at time of exercise even on an ISO. So if you have participants in Pennsylvania, you might want to make look into this & ensure you are complying with the state tax withholding. *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *Next session was Keeping Up with the updates this session was focused on where to go to get industry information & how to manage all of the information out there. *Most of the presentation covered the NASPP Global Stock Plan Portal. The portal currently has country specific guides for 33 countries. The guide addresses:-employeement law-tax issues -other considerations.

    The guides are written by local practitioners in each country (generally lawyers & accountants).

    You can also subscribe to alerts for these countries so you will receive an email when a updates is posted to the portal for a country.

    Currently the UK has the most alert subscribers, followed by Canada, Germany & China.*Other resources,

    Newsletter alerts ( the big 4 accounting firms & many other firms (NASPP, GEO), law firms, etc offer subscriptions to newsletter & alerts

    Local contacts- HR, payroll, finance- They know your plans & companyThey arent experts, they may not fully understand the difference between the local rules & the rules of the us issuer

    Webinars- free, might be more popular topics

    Seminars, Conferences- can be expensive

    *The next presentation, Value & Valuations: Making Sense of Long Term Incentive Data, the first half of the presentation focused on LTI survey data, valuations methods/models but the part that I found most interesting was the Starbucks Case Study.*At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.

    *At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.

    *At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.

    *At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.

    *At Starbucks they have a broad based plan, so they grant to thousands of employees all around the world. Their focus to show their partners the true value of their equity awards. They actually put together very detailed summaries on how a partners the economic value is translated to shares. They show the estimated value upon vesting. In the examples they provided, they estimated the stock price would grow at an annualized rate of 10% & they showed the value of the stock upon exercise or release after vesting.