Not applicable.

Generally, payroll deductions must be held on trust in a separate bank account.

Upon involuntary termination of employment, an employee may be entitled to continued participation and other rights with respect to their purchase right depending upon the terms of participation. In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation ceases upon termination of employment, and that the plan and any awards under it are discretionary.

Benefits received from restricted stock and RSUs may be considered as part of the employment relationship and thus, included in a possible severance payment if restricted stock and RSUs are regularly granted to an employee. Upon termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her award. Such entitlement risks can be mitigated contractually by the parties for certain cases. In order to reduce the risk of claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock and RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, anti-discrimination rules need to be considered when awarding restricted stock or RSUs. If the Austrian employer has a works council, prior notice should be given before an offer is made.

Payroll deductions should be deposited in a separate bank account in the name of the employees, or the purchase price should be paid by the employee, rather than be deducted by the employer from the employee's remuneration.

In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary and non-recurring.  In addition, anti-discrimination rules must be considered when awarding purchase rights.

The note made above in relation to holiday pay on RSUs also applies in relation to holiday pay on stock purchase rights or stock granted for free.

Benefits received from a purchase right may be considered part of the employment relationship and included in a severance payment. Labor Courts tend to consider purchase rights as salary, especially when the employee does not participate in any risk of the transaction (eg, if the award is granted for free or with a very reduced cost). Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued participation in the plan and other rights with respect to his or her purchase rights. In order to reduce the risk of claims, the offer documents signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

There is no at-will employment in Canada. Generally, if an employee is terminated without just cause, the employee is entitled to reasonable notice of termination of employment under the common law unless expressly limited to statutory or other minimums by contract, or pursuant to civil law in Quebec. Therefore, where an employee is offered stock purchase rights as a term and condition of employment, if employment is later terminated without just cause and without reasonable notice of termination, the employee may be entitled to damages in respect of the loss of the stock purchase rights over the reasonable notice period. However, employers may avoid such liability by eliminating eligibility for any unvested or future awards in the terms and conditions of employment and any applicable award policy or plan. To do so, employers must ensure that the terms and conditions of employment or of any award policy or plan expressly and unambiguously eliminate the employee’s entitlement to unvested awards after the effective date of termination (or as of the date the employee is provided with notice of termination) and provide that awards will not form part of nor be taken into account for the purpose of pay in lieu of notice of termination, termination pay, severance compensation or other compensation or damages in respect of the termination of the employee’s employment whatsoever (subject to the statutory minimum notice period during which participation may be required to continue). Employers who wish to limit employee entitlement to an award of stock purchase rights in the event of any termination of employment must clearly and unequivocally cover all possible circumstances and must not rely on overly generalized exclusions or limitations. Mere references to “active employment” are unlikely to pass muster.

Offering purchase rights may trigger certain employer obligations and employee claims.  For instance, benefits received from a purchase right may be considered part of the employment relationship and included in a severance payment if such benefits are routinely offered.  Upon involuntary termination of employment, an employee may assert that they are entitled to continued participation in the plan and other rights with respect to their purchase right.  In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

The payment of wages is restricted to cash, and employers are prohibited from paying wages in the form of negotiable securities. Provided that purchase rights are not characterized as wages, this restriction should not be problematic. In addition to the concern about wages, benefits received from a purchase right may be considered part of the employment relationship and may be included in a severance payment. In order to reduce the risk of entitlement claims, the offer documents signed by an employee should provide, among other things, that the award of a purchase right is not employment compensation, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

Not applicable for this jurisdiction.

Plan benefits may be considered part of the employment relationship and included in an average earnings calculation if purchase rights are granted to an employee directly by the employing entity.

In order to reduce the risk of employee entitlement claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

Genuine Stock Purchase Programs that entitle the employee to an instant Stock Purchase (no vesting period) are not covered by the Danish Stock Option Act or similar employee protective legislation. Such programs may in principle be entered under contract of freedom. 

Before January 1, 2019

Stock Purchase Rights ie, rights to purchase shares in the future are normally regulated by the 2004 Danish Stock Option Act. According to the Act, an employee has unwaivable rights to be granted Stock Options in the event that his or her employment is terminated by the company, except in cases of misconduct. An employee may maintain the right to receive a proportionate share of the Stock Purchase Rights that the employee would have been entitled to, had he or she still been employed at the time of the allotment or at the end of the current financial year. If the Act applies, employers must provide their employees with a translated summary of their rights concerning the Stock Purchase Rights. In addition, anti-discrimination rules need to be considered when awarding the Stock Purchase Rights.

After January 1, 2019

The Danish Stock Option Act was amended in 2018 (applicable from January 1, 2019). The amendments entail that the good and bad leaver limitations no longer apply allowing for the employer and the employee to freely decide on the terms of Stock Options programs in connection with a termination of the employment. The employer may therefore determine such terms to the effect that non-exercised Stock Options will lapse in connection with a termination of the employment regardless of the reasons for the termination of the employment, ie, also regardless of the employee being a "good leaver" according to the current rules.

The amendments also entail that in the award agreement it can be agreed that the employer is entitled to repurchase awarded Stock Options at a "fair market value" when the employee leaves the employer.

Although it is not common, purchase rights may be considered part of the employment relationship and may be included in a severance payment if repeatedly granted to an employee. In order to reduce the risk of claims, the offer document signed by an employee should provide, among other things, that the award of a purchase right is not employment compensation, that participation ceases upon termination of employment, and that the plan and any purchase rights under it are discretionary.

Although it is not common, purchase rights may be considered part of the employment relationship and may be included in the end-of-service entitlement if repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the offer documents signed by an employee should provide, among other things, that the award of a purchase right is not employment compensation, that participation ceases upon termination of employment and that the plan and any purchase rights under it are discretionary.

Purchase right benefits may be considered part of the employment relationship and may be included in a severance payment for unlawful termination if repeatedly granted to an employee. In order to reduce the risk of employee entitlement claims, the offer document signed by an employee should provide, among other things, that the award of a purchase right is not employment compensation that participation ceases upon termination of employment and that the plan and any purchase rights under it are discretionary. In addition, anti-discrimination rules must be considered when awarding purchase rights.

Purchase rights may be considered part of the employment relationship and may be included in a severance payment if repeatedly granted to an employee. In order to minimize the risk of employee entitlement claims, the offer documents signed by an employee should provide, among other things, that the award of a purchase right is not employment compensation, that participation ceases upon termination of employment and that the plan, and any purchase rights under the plan, are discretionary. In addition, anti-discrimination rules must be considered when awarding purchase rights.

Payroll deductions should be deposited in a separate bank account held in trust for employees.

Purchase rights may be considered part of the employment relationship, and, depending on negotiations between the parties, may be included in a severance payment. However, please note that there are no mandatory severance payments in Germany. In order to avoid the fact that the purchase rights are considered part of the employment remuneration, we recommend that they are not granted by the German employer, but by a foreign company, in which case it is also possible to agree that the contract shall be governed by foreign law (eg, purchase rights being granted by a US parent company and a choice of law being US law). If German law governs the agreement, it will not be possible to grant the purchase rights on a discretionary basis. In addition, anti-discrimination rules need to be considered when awarding purchase rights. In light of German banking laws, which may be interpreted to pose restrictions on payroll deductions, alternative arrangements may be considered for contributions to the plan. Also, if German law applies and one exists, the German works council has to be notified in advance of the planned offering's terms and conditions as the works council has an enforceable co-determination right with respect to the way the purchase rights are granted. This can also be avoided if the purchase rights are being offered by a US parent company and the contract is governed by US law.

Purchase rights may be considered part of the employment relationship and may be included in a severance payment if repeatedly granted to an employee.  In order to reduce the risk of employee entitlement claims, the offer documents signed by an employee should provide, among other things, that the purchase right is not employment compensation, that participation ceases upon termination of employment and that the plan and any awards under it are discretionary.  In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Payroll deductions are not permitted, except with the written request of the employee and approval of the Commissioner for Labor.

Benefits from exercise of stock purchase rights are generally considered part of the employment relationship. They are normally counted towards wages and all related benefits of employees (including the Mandatory Provident Fund).

To reduce the risk of claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

To reduce the risk of entitlement claims from stock purchase rights, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights

Benefits from stock purchase rights are shown separately from the usual income of the employee, as the same is received from the parent company. This split, when reflected, mitigates the risk of the stock purchase benefits forming a part of damages on unlawful termination, or being included in the calculation of severance or retirement payments.

Offering purchase rights may trigger certain employer obligations and employee claims. Upon involuntary termination of employment, an employee may assert that he or she is entitled to continued participation and other rights with respect to his or her purchase right, if not regulated clearly under the award and/or employment agreement. In order to reduce the risk of employee claims, the offer documents and enrollment forms signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

Plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments.  To reduce the risk of entitlement claims, employees should be notified in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights
• The plan does not form part of the employee’s terms and conditions of employment and

Anti-discrimination rules must be considered when awarding stock purchase rights.

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is a conditional and/or discretionary increment and not a salary component for any intent or purpose, including for the purpose of severance pay.
• Termination of employment will result in the loss of unvested rights.

The chances of an employee making a successful claim are also reduced if the award is contingent upon, for instance, the performance of the employee or the company and if the awards are not regularly granted.

Plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments.  However, a case-by-case analysis is recommended.  To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

In addition, anti-discrimination rules must be considered when awarding purchase rights.  Further specific requirements are provided for in case of stock purchase rights granted to certain categories of employees of banks, financial intermediaries and asset management companies.

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments.  To reduce the risk of entitlement claims, employees should expressly agree in writing that:

Participation in the plan is discretionary and

Termination of employment will result in the loss of unvested rights.

In addition, employers should prepare documents concerning the plan separately from employment contracts and work rules.

Employment "at will" is not applicable in Malaysia. Generally, if an employee is terminated from employment, the employee has the right to make representations of unjust dismissal to the Industrial Relations Department and such cases are eventually heard by the Industrial Court. Where entitlement to stock purchase rights are incorporated as part of the employee's benefits in the employment contract, the employees would generally have a right to make claims for the value of the stock as part of the compensation to be awarded by the Industrial Court. As the Industrial Court of Malaysia has no extra-territorial jurisdiction, there may be difficulties for an employee to make such claims if the stocks are in a foreign parent company. 

In this regard, employers in Malaysia are advised to be cautious about various aspects when issuing stock options or rights to employees. Some of the more critical areas to take note of are:

• Corresponding with employees via the correct entity. Where stock entitlements are in relation to a foreign based parent company, correspondences about entitlement should be between that foreign company and the employee. This is to ensure that the local employer is not seen as the entity that is making promises for the entitlement that would in turn render the claim enforceable against the local employer
• Carving out the stock entitlement. The stock entitlement where possible should not be made part of the employment contract but granted through separate agreements or correspondences that are separate and distinct subject to the relevant stock entitlement documents
• Making forfeiture rights clear. The plan documents for the stock entitlement should always make clear the parties' rights upon termination of employment. This can include forfeiture in the case of dismissal with cause, accelerated vesting upon retirement or termination without cause or even call options exercisable upon termination

Wage deductions to fund purchase of shares/stocks

Where an employer offers its employees the opportunity to purchase its stocks (ie, a Malaysian company offering its employees the opportunity to purchase its shares), wage deductions to fund the purchase are permitted as long as the employee has provided written consent. Wage deductions to purchase stocks in a foreign parent company will however require prior approval of the Director General of Labour. This has become relevant since January 1, 2023 as the Employment Act 1955 which sets out conditions for deductions of wages is now applicable to practically all employees in Malaysia.

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

In light of restrictions on payroll deductions, alternative arrangements may be necessary for contributions to the plan.

In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.  In addition, anti-discrimination rules need to be considered when awarding purchase rights.  If the Dutch employer has a works council, it may be necessary to notify it prior to an award.  The approval of the works council may be needed to terminate a plan.

In order to reduce the risk of employee claims, the offering document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

It will be fact-dependent as to whether the benefit is deemed as "salary" for employment law reasons and/or "gross earnings" for calculating holiday pay. The benefit should not give rise to additional superannuation / KiwiSaver contribution obligations.

In Nigeria, participation in any employee stock award or scheme is discretionary, and termination of employment typically results in the loss of unvested rights and the provisions of the scheme.

It is recommended that the conditions of the awards be included in a separate plan rather than in the employment agreement. In such cases, it is less likely that the awards will be considered to be individual rights of the employee. The employer will have more flexibility to adopt changes. In order to reduce the risk of employee claims, the plan should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary. In addition, anti-discrimination rules must be considered when awarding purchase rights.

In order to reduce the risk of employee claims, the offer document signed by employees should provide, among other things, that participation in the purchase plan ceases upon termination of employment, and that the plan, and any awards under it, are discretionary.

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Plan benefits may be considered part of the employee’s remuneration.  To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and may be revoked at any time by the employer, without the need to present a justification and
• Termination of employment will result in the loss of unvested rights.

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

If stock awards are provided by an affiliated company of a Russian employer, it is essential to ensure that the employment agreement entered into between such Russian company and its employee does not contain any references to the stock awards.

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

Approval from the Ministry of Manpower is required for payroll deductions.

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

In addition, anti-discrimination rules must be considered when awarding purchase rights.

In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments.  To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

However, whether a benefit is discretionary depends also on the company’s actual practice and not just on the wording of the plan. In addition, anti-discrimination rules must be considered when awarding purchase rights.

Spanish labor courts have ruled favorably for employee claims for stock plan benefits.  To reduce – not eliminate – the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Spanish labor courts have added that the benefit derived from the exercised options must be considered salary in cash.  Due to the foregoing, the benefit for the employee derived from the exercised options must be included in the salary for the purpose of calculation of severance payments.

Plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

Although not common, plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

Generally, plan benefits will neither be considered part of the employment relationship, nor be included in the calculation of severance or retirement payments. However, to reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights

There is a risk that the plan benefits may be considered part of the employment relationship and included in the calculation of severance payments. In order to reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary.

• Termination of employment will result in the forfeiture of unvested rights and the repayment of accumulated funds.

In addition, anti-discrimination rules need to be considered when awarding purchase rights.

Given that Ukrainian legislation contains no concept of stock-related incentives, stock purchase rights’ benefits may not be considered part of the employment relationship.

Plan benefits may be considered part of the employment relationship and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary and
• Termination of employment will result in the loss of unvested rights.

In addition, anti-discrimination rules must be considered when awarding purchase rights and drawing up plan rules.

In order to determinate the salary nature of this incentive, each situation must be analyzed on a case-by-case basis. Although not common, option benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of claims, employees should expressly agree in writing that:

• Participation in the option plan is discretionary
• Termination of employment will result in the loss of unvested rights

Although not common, plan benefits may be considered part of the employment relationship, and may be included in the calculation of severance or retirement payments. To reduce the risk of entitlement claims, employees should expressly agree in writing that:

• Participation in the plan is discretionary
• Termination of employment will result in the loss of unvested rights