Timing of taxation of RS is unclear as between grant and vesting due to lack of specific guidance and may depend on ownership rights at grant. Tax at vesting for RSU. Taxable amount is fair market value of the shares on the tax event.

Tax on sale.

Yes, if subsidiary reimburses parent.

Written agreement required.

Income Tax/Social Insurance Contributions:

Withholding and reporting as well as social insurance contributions likely required if local subsidiary (a) records an expense on its books for the awards, (b) reimburses the parent for the awards, and/or (c) is otherwise involved in the grant of the awards. Please contact Baker McKenzie for details.

None.

None.

Possible plan entitlement issues, especially if subsidiary reimburses parent and/or RS/RSUs granted on regular basis. Written disclaimer should be included (in English and Spanish) to reduce risk of entitlement.

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