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Administrative Procedures

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NASPP Essentials

Restricted Stock and Unit Plans
Jan 10,2020

This article explains the characteristics of restricted stock, restricted stock units, and restricted stock purchases. It also covers the design, administrative, tax, securities law, and financial considerations of these arrangements.

Stock-for-Stock Option Exercises
Dec 05,2018

This article reviews the mechanics of stock-for-stock exercises, as well as the tax, accounting, and securities law considerations.

Administering an Employee Stock Purchase Plan
Dec 01,2006

This article discusses administration of an employee stock purchase plan, starting with drafting the plan document. The plan implementation process is described, from presenting the plan to employees to surviving the purchase and its aftermath. The discussion is in general terms and is meant to provide guidance only. Each company should feel free to tailor the advice and guidance offered here to its own situation and plan.

Latest Developments

SEC Proposes Updates to Form S-8 and Rule 701
Jan 11,2021

The SEC has issued two proposals to update Form S-8 and Rule 701. The first proposal would modernize Form S-8 and Rule 701. The second proposal would allow companies to temporarily rely on Form S-8 and Rule 701 to issue equity awards to gig workers.

NASPP Comment Letter on SEC Concept Release on Rule 701 and Form S-8
Sep 24,2018

The comment letter submitted by the NASPP on the SEC's concept release proposing changes to Rule 701 and Form S-8.

SEC Amends Rule 701 and Seeks Comment on Changes to Rule 701 and Form S-8
Jul 23,2018

The alert describes the SEC’s recent amendment to increase the disclosure threshold in Rule 701 to $10 million (up from $5 million) and the SEC’s concept release of proposed changes to Rule 701 and Form S-8.

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Administration Considerations in a Stock Split
May 05,2020

This article explains the impact of a company stock split on equity awards, including how to properly effect a split on stock plans.

Rule 701 Refresher and Updates
Jan 30,2018

The SEC issued additional guidance in late 2017 to assist companies in complying with the heightened disclosure requirements under Rule 701. This article discusses this new guidance and provides a brief overview of the key requirements of Rule 701.

Compensation: What You Should Know When Selling the Company
Aug 01,2017

This article will help you with the advance preparation for managing a change-in-control process, including identifying the various plans and agreements that may come into play during a transaction and cataloguing the relevant CIC provisions; assessing competitiveness and potential issues  with current arrangements, including 280G considerations; and addressing any shortfalls in current plans or agreements and creating a playbook for successful transition of incentive plans.

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Fixing Mistakes: What to Do About Missed Grants
Mar 09,2021
Barbara Baksa

Three fixes when grants are inadvertently left off the list of awards submitted for approval to the board or comp committee.

NASPP Comments on Rule 701 and Form S-8 Modernizations
Mar 02,2021
Barbara Baksa

What does the NASPP think about the SEC’s proposals to modernize Rule 701 and Form S-8? Here is a summary of our comments to the SEC.

SEC Would Like to Make it Easier to Offer Stock to Gig Workers
Jan 12,2021
Barbara Baksa

Does your ride-share driver have stock options? Does the person who delivered your dinner last night have RSUs? They don't right now, but under a new SEC proposal, they might be able to receive equity awards in the future.

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Sample Documents

Plan Duration Forecast
Oct 24,2019

This is a simple spreadsheet that provides an example of how to calculate how many years before shares will need to be allocated to a stock plan.

Form W-2 Reporting Checklist for Stock Compensation
Oct 28,2018

A checklist of income that should be reported on Form W-2 for various stock plan transactions.

Change in Control Estimate for Employees
Sep 28,2018

A sample memo to describe to employees the payments they'll receive in a change in control.

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Ready or Not, Here Comes the Annual Audit!
Nov 05,2019

Practical Tips to Help You Prepare for the Annual Audit

Be Prepared for T+2
Apr 20,2017

Understanding and implementing this upcoming change.

Performance Awards: An Ever Changing Landscape
Apr 07,2016

Key trends in performance award design


Surveys & Studies

Survey Says: 10 Dos & Don'ts of Stock Plan Administration
Oct 17,2017

Highlights of the 2017 Domestic Stock Plan Administration Survey, cosponsored by the NASPP and Deloitte Consulting LLP.

NASPP Quick Survey: Administrative Procedures in the Death of Plan Participants
Feb 01,2014

This is an informal survey of how our members administratively handle the death of stock plan participants.

NASPP Quick Survey: ESPP Administration
Oct 31,2013

This NASPP quick survey covers administrative policies for ESPPs, timing of purchases, employee mobile access to ESPP accounts, and extension of ESPPs to non-US employees.

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Regulations & Statutes

SEC Concept Release on Rule 701 and Form S-8
Jul 18,2018

Release No. 33-10521. SEC concept release on proposed modernization of Rule 701 and Form S-8.

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The National Association of Stock Plan Professionals is the largest and oldest professional association for the stock and executive compensation community, with over two decades of leadership providing expert resources, education and other benefits for our more than 6,000 members across 32 affiliated chapters.


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