Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans

Annual Information Statements and IRS Returns -

Requirement to Report -

For any exercise of an incentive stock option (ISO) or transfer of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP) where the purchase price paid for the share was (a) less than 100% of the fair market value on the date of grant or (b) not fixed or determinable on the date of grant, the Internal Revenue Code requires companies to:

• furnish, by January 31, 2013, annual information statements to the participant who exercised the ISO or transferred the ESPP share; and

• file, by February 28, 2013 (for paper filers) or by April 1, 2013 (for electronic filers), an information return with the IRS (please note that companies may request an automatic 30-day extension of this deadline by filing a Form 8809, Application for Automatic Extension of Time to File Information Returns, with the IRS on or before the applicable filing deadline).

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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