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Frequently Asked Questions
  Is a plan that provides non-U.S. employees with substantially the same benefits as a Section 401(a) plan, Section 423 plan, or parallel nonqualified plans that the listed company provides to its U.S. employees, but for features necessary to comply with applicable foreign tax law, also exempt from shareholder approval under Listing Rule 5635(c)(2)?
Identification Number 242
Yes. IM-5635-1 provides that an equity compensation plan that provides non-U.S. employees with substantially the same benefits as comparable tax qualified, non-discriminatory plans or parallel nonqualified plans provided to U.S. employees, but for features necessary to comply with applicable foreign tax law, are exempt from the requirement to obtain shareholder approval. However, if the company is required to obtain shareholder approval under the Internal Revenue Code for the U.S. plan, then the foreign plan would have to be approved by shareholders on the same schedule as the counterpart U.S. plan. Alternatively, if the shares under the foreign plan would be deducted from the shares available under a compliant U.S. plan, then separate shareholder approval would not be required of the foreign plan.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 242
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