Facebook 2014 Annual Report Download - page 112

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ANNEX 1
FACEBOOK INC.
2012 EQUITY INCENTIVE PLAN
Restricted Stock Unit Awards
for Employees in the United Kingdom
FORM OF ELECTION TO TRANSFER THE EMPLOYER’S SECONDARY
CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE
1. Parties
This Election is between:
2. Purpose of Election
In this Election, ITEPA means the Income Tax (Earnings and Pensions) Act 2003.
(A) The named Participant (the “Employee” ), who is employed by the employing company set out in the attached schedule
(the “Employer” ), and who is eligible to receive Restricted Stock Units ( “RSUs” ) pursuant to the terms and conditions
of the Facebook, Inc. 2012 Equity Incentive Plan (the “Plan” ), and
(B) Facebook, Inc. of 1601 Willow Road, Menlo Park, California 94025, U.S.A. (the “Company” ) which may grant RSUs
under the Plan and is authorized to enter this Election on behalf of the Employer.
2.1 This Election relates to the Employer’s secondary Class 1 national insurance contributions (the “Employer’s Liability” ) which
may arise on the occurrence of a "Taxable Event" pursuant to section 4(4)(a) of the Social Security Contributions and Benefits
Act 1992, including:
(i) the acquisition of securities pursuant to the RSUs including any dividend equivalents paid out in securities of the
Company (pursuant to section 477(3)(a) ITEPA); and/or
(ii)
the assignment or release of the RSUs in return for consideration (pursuant to section 477(3)(b) ITEPA); and/or
(iii) the receipt of a benefit in connection with the RSUs other than a benefit within (i) or (ii) above (pursuant to section 477(3)
(c) ITEPA).
2.2 This Election applies to all RSUs granted to the Employee under the Plan, including any dividend equivalents paid out in
securities of the Company with respect to the RSUs, on or after 23 April 2012 up to the termination date of the Plan.
2.3 This joint election will not apply to the extent that it relates to relevant employment income which is employment income of the
earner by virtue of Chapter 3A of Part 7 of ITEPA 2003 (employment income: securities with artificially depressed market value).
2.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations
being given retrospective effect by virtue of section 4B(2) of either the Social Security Contributions and Benefits Act
1992, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.