Income tax on the spread at exercise.

Tax on the date that sales proceeds are repatriated to Morocco.

Please see "Exchange Controls" section.

Deduction available if the subsidiary reimburses the parent for the options. Prior approval of the exchange control authorities is required for reimbursement payments.

Income Tax:
Likely no, unless subsidiary reimburses parent.

Social Insurance Contribution:
Likely no, unless subsidiary reimburses parent.

None, provided the underlying shares are not traded on the Moroccan Securities Exchange.

Companies may grant equity awards without approval from the exchange control authorities (Office des Changes or "OdC") to employees of Moroccan subsidiaries in which they have more than a 50% direct or indirect interest and if the company forces the sale of shares at exercise. Approval from the OdC may be required to allow employees to hold shares after exercise.

Please contact Baker McKenzie for more information.

Absent an exemption from the OdC, the value of the options granted to employees cannot exceed 10% of the employee's net annual remuneration.

Sale proceeds and dividends must be repatriated to Morocco.

Written disclaimer recommended to reduce risk of plan entitlement.

Employee's written consent to the transfer of personal data abroad is required. In addition, a declaration must be filed with the National Commission for Data Protection, or prior authorization is required if sensitive data is being collected and used in connection with the options.