Facebook 2014 Annual Report Download - page 111

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United Kingdom
Withholding of Tax
This provision supplements Section 6 of the Agreement:
If payment or withholding of the Tax-Related Items (including the Employer NICs, as defined below) is not made
within ninety (90) days of the event giving rise to the Tax-Related Items (the “ Due Date ”) or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any
uncollected Tax-Related Items will constitute a loan owed by Participant to the Employer, effective on the Due
Date. Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue
and Customs (“ HMRC ”), it will be immediately due and repayable, and the Company or the employer may
recover it at any time thereafter by any of the means referred to in Section 6 of the Agreement. Notwithstanding
the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13
(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant will not be eligible for such a loan
to cover the Tax-Related Items. In the event that Participant is a director or executive officer and the Tax-Related
Items are not collected from or paid by Participant by the Due Date, the amount of any uncollected Tax-Related
Items will constitute a benefit to Participant on which additional income tax and national insurance contributions
will be payable. Participant will be responsible for reporting and paying any income tax due on this additional
benefit directly to HMRC under the self-assessment regime.
Settlement
Notwithstanding any discretion in the Plan, the Notice or the Agreement to the contrary, settlement of the RSUs
shall be in Shares and not, in whole or in part, in the form of cash.
NICs Joint Election
As a condition of participation in the Plan and vesting of the RSUs, Participant agrees to accept any liability for
secondary Class 1 national insurance contributions which may be payable by the Company and/or the employer in
connection with the RSUs and any event giving rise to Tax-Related Items (“ Employer NICs ”). By accepting this
Award (whether in writing, electronically or otherwise) Participant explicitly accepts the terms of and enters into
the Form of Election to Transfer the Employer’s Secondary Class 1 National Insurance Liability to the Employee,
the form of such joint election being formally approved by HMRC (the “ NICs Joint Election ”), as provided for
in Annex 1 to this Addendum to the Agreement. Participant further agrees to accept any other required consent,
elections or other joint elections as may be required by the Company between Participant and the Company
and/or the employer or any successor to the Company and/or the Employer.
If Participant does not enter into a NICs Joint Election prior to the vesting of his/her RSUs, or if the NICs Joint
Election is revoked at any time by HMRC, then unless the Company determines otherwise as provided below, the
RSUs shall cease vesting and shall become null and void and no Shares will be issued under the Plan, without any
liability to the Company and/or the employer.
Participant shall indemnify the Company and/or the employer against any Employer NICs and, if the Company so
determines, the Company shall allow vesting of the RSUs notwithstanding the absence of a valid NICs Joint
Election, and Participant agrees that, in such circumstances, the Company and/or the employer may recover the
amount of any Employer NICs by way of withholding in accordance with Section 6 of the Agreement.
Participant further agrees that the Company and/or the employer may collect the Employer NICs from Participant
by any of the means set forth in Section 6 of the Agreement.