Global Stock Plan Services

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Morgan Stanley Smith Barney Global Stock Plan Services

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Global Stock Plan Services

  1. 1. Global Stock Plan Services The Nature of Your Business Needs the Resources of Ours
  2. 2. Morgan Stanley Smith Barney Global Stock Plan Services
  3. 3. Navigating the ever-changing, increasingly Our program offers these complex world of corporate and employee powerful advantages: benefit programs requires a powerful • Sophisticated recordkeeping and trading systems partnership with a firm that has the resources, • Online participant services experience and knowledge to help you. Our through Morgan Stanley Global Stock Plan Services team can help. Smith Barney Benefit Access Through a combination of top-notch client • Online administrative reporting through Corporate Benefit service, a broad array of resources and most Access importantly, experienced people, we bring to you • Real-time trading and execution cutting-edge applications, product innovation • Experienced implementation teams and an overriding focus on service. • Call centers in Asia, Europe and North America, providing round- We can provide a broad array of employee the-clock access. We can speak to your employees in 12 different benefit and compensation plans to you and languages. your participants, with a commitment to quality, • Currency conversions, flexible technology and solutions based on your unique proceeds, delivery options and mobility tracking for your needs. Overseeing all aspects of service to your employees across the globe. We company is a specially trained Financial Advisor trade on 13 different exchanges. • Support for changing regulatory who has earned the designation of Corporate requirements Client Group Director for Stock Plan Services. • International offices and expertise He or she will guide you in structuring an approach that meets the needs of your company and employees. 1
  4. 4. Taking Ownership: Stock Plans for Corporations Since 1973, we have been pioneering and administering equity compensation programs. As a firm that believes strongly in the benefits of stock ownership, we’ve not only instituted this philosophy throughout our own company, but we see it as a top strategic initiative that we can offer other organizations as well. This commitment has led us to become one of the leaders in the industry, developing an expertise delivered by our Corporate Client Group Directors—a very select group of Financial Advisors who have undergone focused training. 2
  5. 5. Our Corporate Client Group Directors One Size Doesn’t Fit All are backed by an experienced staff and a Your company is unique, your needs are proprietary global administration system. specific and one-size-fits-all benefit plans With a firm-wide focus on holistic wealth don’t make it in the real world. Over the management, we take an integrated years we’ve developed a comprehen- approach to stock plans and other sive list of offerings that are flexible and benefit programs so that your plan adaptable to your client-driven objectives. works harder, more efficiently and more You decide which features will benefit cost-effectively. This dedication to setting you and your participants most, and we’ll industry-wide best practices benefits our design a program that works within your client base, which includes over 25% of parameters and objectives. the Fortune 500. Expertise and Experience Some of the world’s most successful Is the Difference companies turn to us because after In addition to our designated Corporate so many decades of innovation and Client Group Directors, who have on leadership we know what equity average 20 years of financial services compensation program features work. experience, our Global Stock Plan Our seamless, customized outsourcing Services team offers an enormous base services work for you so you can focus of industry knowledge, expertise and on your employees. By providing an experience. Our professionals are integrated offering that is flexible and longstanding leaders of industry organi- innovative, a commitment to technology zations and are often called upon to share and an emphasis on outstanding client their knowledge through conferences, service, we’ll work with you to make trade groups and more. And that’s on top sure we deliver a benefit program that’s of our commitment to delivering out- appropriate for your company. standing client service. 3
  6. 6. Access and Service Having one of the most advanced tech- The results are in… nology platforms in the industry doesn’t In addition to the #1 rankings we help you if you can’t access it. We provide achieved in service to plan sponsor, you and your participants round-the- service to plan participants and clock access through our award-winning account administration, we were Benefit Access and Corporate Benefit ranked higher than other plan Access sites. We have more than 40 sponsors in: Client Managers dedicated to helping you. In a survey of 128 corporate administra- • Overall satisfaction tors, we were selected #1 in overall client • Administrator accessibility satisfaction, service and administra- • Administrator responsiveness tor access.1 Our customized solutions, including dedicated client managers and • Knowledge of industry trends and ad hoc reports at your fingertips, are just regulation a few ways our technology delivers world- In fact, plan sponsors also declared class customer service. us to be the firm they would most likely recommend for plan The Nature of Your Business Needs administration. the Resources of Ours As one of the world’s leading broker/ dealers, handling a significant percent- Source: Group 5—2007 Equity Compensa- tion Plan Services Study with 178 responses age of NYSE and NASDAQ trade volume, from representatives of corporations who our U.S. trade execution ability is virtually outsource their plan administration unmatched. Whether it’s real-time trading for your employees or designing a more complex strategy for your executive ben- We offer you an integrated product suite efits program, we’ve got the experience that addresses your company’s needs and the capabilities to fulfill just about any around the globe, seamlessly. need you can think of. We offer you a number of efficiencies: When you consider how quickly things scale, cost, flexibility and service. In change in the equity compensation indus- addition, you can choose just how much try, from globalization to tax laws to your involvement and oversight you want to individual needs, you need a plan that can retain and how much detail you’d like us be solid and yet flexible, changing with the to handle for you. nature of your business. 1 Source: Group 5—2007 Equity Compensation Plan Services Study with 178 responses from representatives of corporations who outsource their plan administration 4
  7. 7. A Stock Plan for All Seasons and All Reasons Our suite of offerings includes equity compensation administra- tion and services in any combination you require. Through a single sign-on, your participants can see all their holdings through our award-winning Benefit Access site. Employee Stock Option and desktop via a link to our advanced propri- Restricted Stock Plans etary technology platform. This service is Stock option and restricted stock plans a convenient way to maximize your plan maintain a powerful allure and effective- administration, allowing you to focus on ness as a company benefit when it comes your issuer priorities such as plan design to providing a potential financial oppor- as well as internal and external reporting. tunity for employees. Working with our Your employees reap the benefit of hav- Corporate Client Group Directors, we can ing multiple touch points to have their help you identify and define the optimum questions answered and their transac- level of services that will best suit your tions executed. Our easy-to-use website, plan or combination of plans. access to toll-free telephone services through our Interactive Voice Response Full Outsourcing (IVR) system and the ability to speak with We offer a total administration full knowledgeable Customer Service Repre- outsourcing strategy for equity plan sentatives (CSRs)—often in their native administration. language—provides your employees a We take care of the daily operation of your valuable service. They can make inquiries plan, including all transactional respon- about their equity plan awards, model sibilities, while allowing you to retain the transactions using different calculators or ability to view and manage data at your execute a sales transaction. 5
  8. 8. Total Administration Partial Outsourcing: Service offers: Participant Services • Complete plan administration and Our partial outsourcing service recordkeeping services provides a powerful link between your company’s administration software • Information at your fingertips through and our participant resources. With our Corporate Benefit Access, our plan participant services, you continue to administrator website that maintains keep your database in-house for stock vesting schedules and blackout peri- options, restricted stock and other equity ods and gives you access to a menu of plan grants, but you gain access to the reports and ad hoc report capabilities resources to support your participant • Tracking of international participants for transactions. You retain control over your cross-border taxation purposes administrative data, while leveraging our technology for your participants. • Online option grant/stock award agree- ment distribution and acceptance, Participant Services offer: making it easy to track activity • Corporate Benefit Access—our plan • Valuation support and expense dilution administrator website for corporate reporting clients, which gives you the capabil- ity to search and view individual plan • Flagging of insiders to help assure pre- accounts and a secure method to drop clearance protocol is met off and retrieve files • Monitoring share thresholds, referring • Automated updating of participant large trades to our special equities desk, records upon each exercise and daily so large trades don’t adversely affect electronic updates of participant your stock price transactions • Our participant website gives your • Automated monitoring of trades executed employees complete access to their by insiders and other special groups plans • Real-time monitoring of trades over a • Access to global call centers with pro- designated threshold fessional CSRs who handle participant inquiries and executions • Online grant acceptance, simplifying the process • Flexible support for participants, including convenient proceeds delivery, • Flexible services for your participants, currency conversion and detailed including the use of limited-purpose statements stock plan accounts that preclude the need for paperwork, choice of foreign currency conversions and several alter- natives for delivery of proceeds • Electronic interface with your third- party software database 6
  9. 9. Your employees can log on to our easy- • Tracking contribution limits to ensure to-use website, use a toll-free telephone your participants don’t exceed the service through our IVR system and $25,000 annual cap speak with knowledgeable CSRs on three • Maximizing your employees’ contribu- continents covering every time zone. Your tions by handling whole and fractional participants can make inquiries about shares, and reinvesting dividends their stock option or restricted awards, automatically model different exercise or tax-payment scenarios and execute a sale transaction. • Systematically flagging insiders to help assure preclearance protocols are met Employee Stock • Monitoring share thresholds, referring Purchase Plans large trades to our special equities desk Giving your employees the opportunity so large trades don’t adversely affect to purchase company stock through your stock price regular payroll deductions helps align the interest of employees with management • Putting data at your fingertips through and that of shareholders. Our proprietary, Corporate Benefit Access state-of-the-art stock plan execution • Encouraging hands-on participant and administration programs support involvement with one single point of discount, open market and contributory access to plans through Benefit Access plans. • Providing your participant flexible We provide recordkeeping, enrollment, proceeds delivery, including currency share allocation and more for Section conversions, as well as detailed 423 Qualified and Non-Qualified plans in statements an attempt to make it simple for partici- pants to access their plans and manage Other Equity Compensation contributions and withdrawals. Some of Whatever equity compensation is in your the ways we can make a difference: benefit mix—from Stock Appreciation Rights to Performance Shares to • Automating the enrollment process, Deferred Compensation—we have a which reduces sign-up costs, provides full-service offering that can help meet enhanced reporting and monitors par- your needs. ticipation levels • Leveraging any tax advantages through the capture and reporting of any dis- qualifying dispositions of stock 7
  10. 10. Accessing the Full Universe of Resources Morgan Stanley Along with Corporate Benefit Access, Smith Barney our plan sponsor resource, you’ve got a Benefit Access powerful set of resources to make your Making your benefit program relevant plans work harder and more efficiently. and useful to your employees means making it accessible. Benefit Access Corporate Benefit Access gives your employees a comprehensive, Corporate Benefit Access gives you, as user-friendly portal into all their benefit the plan administrator and sponsor, a and compensation plans, encouraging comprehensive online management tool a higher level of understanding, involve- for stock option, restricted stock and ment and management. Benefit Access stock purchase plan data and informa- can be used to view statements, man- tion. It allows you to view participant age contributions and allocations, utilize information, upload and download financial calculators and more, providing employee data in a variety of formats and not only a host of usable options, but also retrieve reports online. Our leading-edge the advantage of flexibility. technology gives you the latest, most innovative ways to manage your human For you as a sponsor to get the most out resource and benefit functions: of your program, we work with you to customize Benefit Access to your unique • Electronic distribution of user names plan needs, making it not just a plan and passwords (using corporate e-mail site, but part of an integrated financial addresses you provide) management tool that can combine • Single sign-on to stock options, employee information for stock option, restricted stock awards/units, employee stock purchase, deferred compensation stock purchase plans and other and qualified retirement plans. Morgan Stanley Smith Barney invest- ment account holdings, if applicable 8
  11. 11. • Access to option and award detail with- • Easy-to-follow online tutorial out the need for account paperwork • Site flexibility allows you to use the • Exercise transaction history or display features appropriate for your specific of release history needs • Individual, real-time trade execution • Integrating your online applications lets you view different plan types using a • Choice of proceeds delivery, single user name and password including check, wire transfer, overnight delivery, deposit to a Morgan Stanley • View participant data in a variety of Smith Barney account and formats certificate issuance • Transmit plan data to and from • Foreign currency distribution of net Morgan Stanley Smith Barney proceeds • Enlist the support of local HR or • Online certification of W9s and W-8BENs payroll contacts to assist in managing employee data fed into our systems. • Next vest date and number of shares A permissioning tool lets you assign vesting access to local plan administrators, • Alerts for outstanding limit orders, new restricting access to only locally relevant grants, missing taxpayer certification information. and upcoming expirations • Use the site to gather administration, • Modeling calculators, helping par- plan and transaction reports in a secure ticipants understand the result of and user-friendly way exercising for cash proceeds, to hold- shares or to Sell Enough to Cover • Use the site to send messages to your Local Plan Administrators and set up • Detailed transaction history schedule reminders for critical dates 9
  12. 12. One Powerful Relationship for Everything Recognizing that benefit plans and your range of corporate needs extend far beyond stock plans, we offer a wide range of services for corporations and individuals. Whether it’s addressing the needs of your department or the needs of your executives and employees, we’re ready to work with you. Employee Financial Education Financial education is important to your employees’ long-term financial health. On-Site is a financial planning and education program that can help your employees understand their benefit programs, define their financial objectives and help them plan their financial futures. The On-Site program provides your employees with financial plans and online financial analyzers, as well as informational seminars and one-on-one meetings with our Financial Planning Specialists. 10
  13. 13. Retirement Plans Corporate-wide Services To meet the need for comprehensive, We have a vast working knowledge of how efficient and flexible retirement programs, to help companies of all sizes in all kinds we recognize that every organization has of industries meet not only their benefit different needs and priorities. Whether program needs, but a range of corporate your main concern is the access to a wide initiatives as well. We can provide access selection of investment choices, partici- to a staggering array of investment, finan- pant advice, assistance with fiduciary cial management, liquidity and planning issues, participant communications or products, services and support. Along some combination, our Corporate Retire- with resources and personnel, our com- ment Services division pulls together the mitment is to provide premier service, diverse capabilities of our firm to give state-of-the-art systems and technical you greater power in managing all the innovation. We view each relationship activities associated with your retirement as a collaboration, allowing us to work plan including 401(k) services, participant together as a team to devise the best education and advice, deferred com- strategy to meet the needs of both you pensation, investment consulting and and your employees, including Directed investment management. Share Programs, Share Repurchase Programs, Pension Consulting, Corporate Cash Management, Capital Markets and Investment Banking. 11
  14. 14. Executive Advisory Solutions We have developed an exclusive program for your most valuable asset: your executives. Our philosophy is to meet with you to determine the specific needs of your executives, customize a solution drawing upon our global expertise and deliver it on a local and personal basis through our highly trained Financial Advisors. EAS begins with a face-to-face meeting in which the Financial Advisor asks the executive about his or her overall finances, priorities, risk tolerance and other circumstances that might influence strategy development. The Financial Advisor consults with wealth plan- ning experts from around the firm to create a customized financial plan that addresses such varied disciplines as: • Investment management • Cash management • Retirement planning • Trusts and estate planning • Debt restructuring and lending strategies • Charitable giving Importantly, the plan encompasses employer stock and stock option positions, as well as other corporate benefits, to provide the executive with a comprehensive overview of his or her finances and recommendations that were formulated to address specific issues without adversely impacting others. Executives have the ability to implement recommendations through their Financial Advisor with the assistance of experts . Executive Financial Services Global stock plans provide your executives with a meaningful way to participate in your company’s growth and build their personal wealth. The rewards of employer stock own- ership, however, are often accompanied by considerable risk: • Executives must comply with complex SEC insider trading regulations when conduct- ing restricted or control securities transactions • Large employer stock positions can sometimes jeopardize the overall performance of the executive’s portfolio, especially if they represent an unduly large percentage of his or her holdings • Executives may be hesitant to liquidate employer stock positions, due to perceived lack of loyalty or sizable income tax liability. 12
  15. 15. Our clients know that they can depend on us Getting to meet their stock plan benefit needs, the Started needs of their employees and those of their executives in an increasingly complex and regulated environment. As a leading provider of Global Stock Plan Services, we provide our corporate clients and over 3.5 million employee participants with a broad array of products, and we’re ready to offer you our excellence in product delivery and personal- ized service. Put one powerful relationship to work for you. Call 212-783-2015, or visit us at smithbarney.com/corporate 13
  16. 16. Morgan Stanley Smith Barney LLC, its affiliates, and its employees are not in the business of providing tax or legal advice. These materials and any tax-related statements are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Tax-related statements, if any, may have been written in connection with the “promotion or marketing” of the transaction(s) or matter(s) addressed by these materials, to the extent allowed by applicable law. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. The information contained herein is not investment advice or an offer to sell securities, but rather a general overview of the products and services. © 2009 Morgan Stanley Smith Barney LLC. Member SIPC. 379448JV CCG2011 06/09

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