Does section 83A-120 of the Income Tax Assessment Act 1997 (ITAA 1997) apply to Restricted Stock Units (RSUs) awarded under your employer's Employee Stock Plan such that the deferred taxing point for your RSUs occurred on their vesting date of XX XX 20XX?
Yes. This ruling applies for the following period : Year ending 30 June 20YY The scheme commenced on: 01 July 20YY
You received an equity award from your employer, Company A in MM 20YY. The award was $XXX of Company A's stock units. You were provided with Company A's Employee Stock Plan Release Confirmation, and this included, the award type RSU, Plan, released ate, shares released, the market value per share and total value. Company A's, 20YY Equity Incentive Plan (as amended and restated in 20XX), Prospectus, DD MM 20YY. • The Plan authorises the grant of several types of awards including stock options, stock appreciation rights (SARs) grants, stock purchase rights, restricted stock units (RSUs), performance shares and performance units. • Clause A Will I receive an award agreement? Yes, if you are granted an award under the Plan. An award agreement with the terms and conditions of your award will be delivered to your E*TRADE from Morgan Stanely account. • Clause B Is there a limit on the amount of shares I may receive under an award? Yes, Stock grants, Stock Purchase Rights and RSUs. Within any fiscal year, no employee may be granted one or more stock awards (that is ... RSUs) for more than XXX share of stock in the aggregate.
• Clause C Will I receive stock certificates for the share that I acquire under my award? Generally, shares you acquire under your award will be deposited electronically into your E*TRADE account. However, except where you have sold in a same-day sale transaction all of the shares you are acquiring by exercising a stock option, you may request a certificate for the shares from your stockbroker. The certificate will be registered in your name, or, if applicable, in the names of your heirs. Company A is not required to issue fractional shares pursuant to an award. • Clause D What happens to my shares if my service with the company terminates? You are entitled to retain ownership of any vested shares you have acquired prior to your termination of service until such time as you decide to dispose of them. • Clause E Can I assign or transfer my awards? Generally, no. During your lifetime, your awards can only be exercised by you, your guardian or legal representative. Generally, you cannot transfer or assign any award, except by Will or by the laws of descent and distribution. • Clause F
When may I sell the shares that I receive pursuant to my award? Generally, you may sell the shares that you receive at any time after the shares have been issued to you. However, all employees of Company A are subject to Company A's Insider Trading Policy, which prohibits trading when Company A's quarterly Trading Window is closed or when a special trading blackout has been imposed. • Clause G How do I sell my shares? ... if you have acquired Company A shares under a restricted stock unit, and the share have been issued to you, you may sell those shares through a stockbroker of your choice. Appendix A - The purpose of the appendix is to provide a summary of the terms of RSU awards under Company A's 20YY Equity Incentive Plan. The purpose of the appendix is to provide a summary of the terms of RSU awards under Company A's 20YY Equity Incentive Plan. Clause 1 - W hat is an RSU? Each RSU represents a right to receive one share of our common stock in the future. RSUs are generally subject to vesting on a schedule determined by the board. Vesting may be linked to continued service on specified dated or the achievement of specific performance criteria.
Common stock underlying an RSU award will not be issued until the RSU award has vested. In some cases, the issuance of stock may be delayed beyond vesting pursuant to a deferral election that allows you to elect to defer the timing of the share issuance under the RSU award. You should check your RSU grant notice and award agreement to determine when your stock is scheduled to vest and be issued and whether you are permitted to elect the issuance date or dates for your stock. Clause 2 - What happens if I leave Adobe or go on an approved leave of absence? At the time of your termination of service, you will forfeit any unvested RSU shares. Unless otherwise provided in your RSU award agreement, any vested RSUs will be settled by Company A's issuance of shares of Company A's common stock to you as soon as practicable following your termination of service. Clause 3 - Can I transfer my unvested RSU award to a relative or a friend? Unless your RSU award agreement specifically provides otherwise, rights under an RSU award are not transferrable. However, vested shares actually issued under such awards may be transferred, subject to Company A's Insider Trading Policy.
Income Tax Assessment Act 1997 Division 83A Income Tax Assessment Act 1997 subsection 83A-10(2) Income Tax Assessment Act 1997 section 83A-120
The employee share scheme (ESS) provisions are contained in Division 83A of the Income Tax Assessment Act 1997 (ITAA 1997) and applies to ESS interests acquired under an ESS at a discount. An ESS is defined in subsection 83A-10(2) of the ITAA 1997 as a scheme under which ESS interests in a company are provided to employees, or associates of employees, of the company, or a subsidiary of the company, in relation to the employee's employment. In summary, the ESS provisions recognise the dual nature of grants of shares or options to acquire shares (collectively known as ESS interests) as both a component of an employee's remuneration package and also as an ongoing investment. To this end, the ESS provisions provide a mechanism for recognising an appropriate value for remuneration purposes and an adjustment to the purchase price for investment purposes to reflect the amount treated as remuneration. The ESS provisions achieve this outcome by: • Determining when a taxpayer needs to include any discount received in relation to a share or right to acquire the share in their assessable income
• Calculating the amount of this discount using the market value of the share or right to acquire the share at this date ignoring any selling restrictions or forfeiture conditions, and • Using this date and the market value of the share or right as the acquisition date and amount paid for it for all other income tax purposes. The term 'discount' is not defined for the purposes of Division 83A. However, the Explanatory Memorandum to the Tax Laws Amendment (2009 Budget Measures No. 2) Act 2009 states at paragraph 1.102 that the term 'discount' is: ... the market value of the ESS interest less any consideration paid, or to be paid, by the employee. When the taxpayer does not pay any consideration to acquire the ESS interests, the discount will be equal to their market value. Restricted stock units (RSUs) are usually taxed at the ESS deferred taxing point, which is when the restriction lifts and you become the beneficial owner of the shares.
Under a tax-deferred scheme, the discount you receive on the ESS interest is included in your assessable income when the ESS deferred taxing point occurs. That's if the fair market value of the shares is treated as ordinary income. Application to your circumstances Under your employer Company A's Employee Stock Plan Release you received XX Restricted Stock Units with an award date of DD MM 20YY and a vesting date of DD MM 20YY. On the vesting date you received XX shares with a market value per share of (foreign currency)$XXX, and total market value of (foreign currency)$XXX. Your assessable discount is the market value of the RSUs in Australian dollars at the time they vested and must be reported in your tax return in Australian dollars for that income year The translation rules you must adhere to when converting foreign currency into Australian dollars can be found by visiting the ATO website at ato.gov.au and using the search function to search for the following Quick Code: QC17061.