1. Phoenix-Sacramento Chapter Webcast Top Mid-Year Administrative Items to Consider JULY 2015

2. For NASPP Members (& Non-Members) Looking for a job? Check out our Career Center (on the NASPP web site – naspp.com/careercenter). – All employers can post jobs for free (NASPP member or not) – NASPP members can post resume details and browse jobs Join the conversation! Follow and like us on Twitter, LinkedIn and Facebook.

3. NASPP 23 rd Annual Conference October 27 th – 30 th in San Diego, CA Register now, before August 7 to save money before the price increases.

4. Phoenix NASPP Chapter Announcements – Board of Director (BOD) Nominations are coming up in August Nominees must be: – Members of NASPP – Local to the chapter (live in Phoenix metro area) – BOD elections will take place during the September 17, 2015 meeting Please note these changes from prior years and be on the look out for upcoming emails.

5. Mid-Year Review Agenda – Plan Documents – Participants, specifically officers – Educational Resources/Participant Communication/Other Communication – Procedural Review – Changes/Other: Tax, Accounting, Payroll

6. Mid-year Review Plan Documents: Are you familiar with plan provisions in the event of: – Death – Divorce

7. Mid-year Review Plan Documents: Are beneficiaries permitted? Are share transfers allowed?

8. Mid-year Review Plan Documents: What are specified share reserves? – Review share pools – Evergreen provisions Other: – Review/rewrite grant agreements » Paper maintenance or move to online

9. Mid-year Review Plan Documents: Changes: – Will there be a new equity type? » Do you need a new plan? – Do you want to make policy changes? » Review plan to see what’s allowed

10. Mid-year Review Participants: Status and Contact Information – Terminations/ Retirees – Upcoming Changes » Terminations/retirees » New hires – Identify Expatriates Consider how these participants are coded in your administration system and could there be a better way?

11. Mid-year Review Participants: Disqualifying Dispositions – Are you familiar with all IRS requirements? – Know when you/your service provider sends surveys – Who receives surveys and tracks dispositions? Helpful summary of IRS Filing and Reporting Requirements listed under NASPP Year-End Procedures.

12. Mid-year Review From Fenwick & West:

13. Mid-year Review Participants: Tax Rates – International Participants – Reach out to foreign payroll Based on Morgan Stanley/NASPP’s recent 2014 survey on Mobility, outsourcing the mobile population is a popular choice. Do your tax consultants have what they need?

14. Mid-year Review Participants Con’t.: SEC Filing Codes/Keys – Insiders – 10b5-1 plans – Legal Review – Any changes sent to applicable service providers 10b5-! Checklist from: http://www.naspp.com/members/dlib/files/n671.htm http://www.naspp.com/members/dlib/files/n671.htm

15. Mid-year Review Educational Resources/Participant Communication: Review prior communication and response rate – FAQs » Taxes – Training Manuals – Calendar of Events » Trading windows » Enrollment dates

16. Mid-year Review Participant Communication – Sample Trading Window Notice:

17. Mid-year Review Educational Resources/Participant Communication: Upcoming Events – Large Lapses/Vesting – Expiring Options – Purchase – Year-End Participant Communication Internal Communication

18. Mid-year Review Internal Planning – Sample Calendar ( from http://www.naspp.com/ChapterEventFiles/e3228_Delves_Presentation.pdf ): http://www.naspp.com/ChapterEventFiles/e3228_Delves_Presentation.pdf

19. Mid-year Review Educational Resources- RSU Vesting Sample FAQs:

20. Mid-year Review Other Communication: Vendors – Are new services required? – Do contact lists need to be updated? – Is there a need for custom reports? – Will there be any upcoming changes to your plan or grants that your current service provider needs to be aware of? See NASPP’s “Vendor Management Portal” for materials on the vendor search process and vendor analysis.

21. Mid-year Review Procedural Review: SOX – New Grant Process – 10b5-1 processes – Transaction processes – Month-end close process – Are there any errors that need to be corrected?

22. Mid-Year Review Sample Stock Plan Process – New Grant (from http://www.naspp.com/members/dlib/files/n612.htm): http://www.naspp.com/members/dlib/files/n612.htm

23. Mid-year Review Procedural Review: If haven’t already identified areas internal controls are risk areas, see: http://www.naspp.com/mem bers/Portal/InternalControls. htm If haven’t already identified areas internal controls are risk areas, see: http://www.naspp.com/mem bers/Portal/InternalControls. htm

24. Mid-year Review

25. Other: Contact Lists – Distribution lists 1099 – audit Payroll (Taxes) – W2 audit – Last payroll run of calendar year » Deadline for deliverables

26. Mid-year Review Other: Payroll (Taxes) – Tax rate/tax limits – Tax Withholding changes – Mobility – Documentation HR – Year end communications

27. Mid-year Review Other: Deliverables – Deadlines – Reports – New Reporting Requirements – All procedures documented?

28. Mid-year Review Other: Accounting – FR change or methodology change » Forfeiture rate review » Are you using a Static or Dynamic approach? – Assumption changes – Cost center or group changes

29. Mid-Year Review PWC – Stock Compensation 2014 Assumption and Disclosure Study TSRPU0010 4

30. Mid-year Review Questions ?

31. Mid-year Review Thank You for participating! Please visit our respective chapter sites for the presentation webcast.