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| SERVICES OFFERED: |
| |
| A. Stock Option Plan Administration |
| B. Employee Stock Purchase
Plan (ESPP) Administration |
| C. Private Company Stock
Option and Direct Stock Ownership Administration |
| |
| 2008 FEE SCHEDULE (STOCK PLAN ADMINISTRATION SERVICES): |
| |
|
Number of Plan Participants (*)
|
Stock Option Admin. Recurring Annual Fee [1]
|
One-time Setup Fee
|
ESPP Admin. per Purchase Fee
|
10-Q/10-K Expense Allocation Reports (per quarter) [2]
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|
1 to 100
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$5,600
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$999
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$999
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$999
|
|
101 to 200
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$5,600
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$999
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$1,200
|
$999
|
|
201 to 500
|
$5,600
|
$999
|
$1,200
|
$999
|
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501 to 1000
|
negotiable
|
$2,500
|
$1,200
|
$2,500
|
|
1001 to 1500
|
negotiable
|
$2,500
|
$1,200
|
$2,500
|
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1501 to 2000
|
negotiable
|
$2,500
|
$1,200
|
$2,500
|
|
2001 to 3000
|
negotiable |
$2,500
|
$1,200
|
$2,500
|
|
3001 to 4000
|
negotiable |
$2,500
|
$1,200
|
$2,500
|
|
4001 to 5000
|
negotiable
|
$2,500
|
$1,200
|
$2,500
|
|
over 5000
|
negotiable
|
negotiable
|
negotiable
|
negotiable
|
|
| |
(*) Please note that if an individual optionee participates in more that one distinctly different stock option plan that would count as multiple plan participation. Example: 1 individual that participates in 2 stock option plans counts as 2 stock plan participants.
[1] Records administration services include: price table maintenance, grants exercises, terminations, DWAC, options outstanding.
[2] A set of quarterly expense allocation reports delivered in a *.pdf format. Additional records administration, data conversion and setup charges may apply.
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DESCRIPTION OF SERVICES: |
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| Stock Option Program: ECS will
provide the following Outsourcing administration services to the
Client as they relate to the Client's employee stock option program: |
| |
| Track and record all optionee
personnel information (Name, Address, Social Security Number, etc.). |
| Track and record all Fair
Market Value data. |
| Record and comply with
all Stock Plan terms and conditions as outlined in the Client's
Plan Document(s). |
| Track and record all Grant
and Vesting data. |
| Track and record all Cancellation
and Termination data. |
| Track and record all Exercise
Data: |
| a) Same-Day
Sales |
| b) Cash |
| c) Tax
withholdings |
| d) Sell
to cover |
| e) Exercise
swaps |
| Track and record all Disposition
data. |
| Track and record all LOA
data as it impacts individual stock option vesting. |
| Record events that impact
option tracking (stock split, repricing, reloads, etc.) |
| Run FAS123/148 Valuation
calculations quarterly and supply appropriate reports. |
| Run Forms 3, 4 and 5 to
track Insider Reporting for Section 16 officers and directors (using
EDGAR®). |
| Provide various database
reports to the Client's management team, upon request. |
| Provide various statements
to the Client's optionees, upon request. |
| Provide general assistance
and provide answers to questions from the Client's optionees via
telephone during trading hours on days when the stock market is
open. |
| Provide appropriate documentation
to transfer agents. |
| Provide appropriate documentation
and data to the broker for all the Client's optionees. |
| Provide documents to assist
the Client with its own internal controls and procedures, upon request
including Reporting for the 10-K & Proxy Statement. |
| Provide appropriate documentation
and data to other brokers for the Client's Section 16 officers and
directors. |
| Maintain data in compliance
with all known accounting, SEC, IRS and the Client rules pertaining
to this plan(s). |
| |
| Employee Stock Purchase Plan (ESPP):
ECS will provide the following Outsourcing administration services
to the Client as they relate to the Client's ESPP program: |
| |
| Track and record all ESPP
participants' personnel information (Name, Address, Social Security
Number, etc.). |
| Track and record all Fair
Market Value data. |
| Record and comply with
all Stock Plan terms and conditions as outlined in the Client's
Plan Document(s). |
| Record final contribution
totals for each participant prior to each purchase. |
| Calculate the purchase
and provide individual share data to the broker for all participants. |
| Track and record all Disposition
data (Disqualifying and Qualifying). |
| Track and record all Enrollment
data, upon request. |
| Track and record all Termination
and Withdrawal data. |
| Record events that impact
option tracking (stock split, repricing, etc.) |
| Run FAS123 Valuation calculations
quarterly and supply appropriate reports. |
| Run Forms 3, 4 and 5 to
track Insider Reporting for Section 16 officers and directors. |
| Provide various statements
to the Client's participants, upon request. |
| Provide general assistance
and provide answers to questions from the Client's participants
via telephone during trading hours on days when the stock market
is open. |
| Provide various database
reports to the Client's management team, upon request. |
| Provide appropriate documentation
to transfer agents. |
| Provide documents to assist
the Client with its own internal controls and procedures, upon request. |
| Maintain data in compliance
with all known accounting, SEC, IRS and the Client internal rules
pertaining to this plan(s). |
| |
| GENERAL OUTLINE OF THE STOCK
PLAN ADMINISTRATION SERVICES: |
| |
| Database set-up and maintenance |
| Grants * |
| Exercises * |
| a) Same-Say
Sales |
| b) Cash |
| c) Tax
withholdings |
| d) Sell
to cover |
| e) Exercise
swaps |
| Terminations * |
| Repurchases * |
| Leave of absences |
| Expired options |
| Disqualifying dispositions |
| Internal reporting * |
| Month-end reporting * |
| Quarter-end reporting * |
| Year-end reporting * |
| FAS 123 reporting (including
FAS 148)* |
| Reporting for the 10-K,
Proxy Statement |
| ESPP enrollments and changes |
| ESPP purchase |
| ESPP disqualifying dispositions |
| SEC Compliance * |
| FASB Compliance * |
| IRS Compliance * |
| State Securities Law Compliance
* |
| Restricted Stock Administration
* |
| Communication to employees
* |
| Education to employees
* |
| |
| * Administration areas
that need special focus in a private company |