Morgan Stanley Smith Barney Global Stock Plan Services

1. Global Stock
Plan Services
The Nature of Your Business
Needs the Resources of Ours

2. Morgan Stanley
Smith Barney
Global Stock
Plan Services

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.
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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.
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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.
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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.
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Source: Group 5—2007 Equity Compensation Plan Services Study with 178 responses from representatives of
corporations who outsource their plan administration
4

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.
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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