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RSU FAQs
Stock Option FAQs
Glossary



RSU FAQs1

1. What is a Restricted Stock Unit (RSU)?
Each Restricted Stock Unit ("RSU") is the right to receive one share of Amazon.com common stock upon satisfaction of the applicable vesting requirements. When an RSU award vests the shares automatically become yours, unlike a stock option where you are required to pay a "strike" price to acquire the shares.

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2. Am I taxed on my Restricted Stock Units?
U.S. Citizens and/or U.S. Taxpayers
If you are a U.S. based employee, you will generally be taxed on the amount of compensation income you recognize when your RSU award vests and you become the owner of the shares. The amount of compensation income is equal to the number of shares vesting on the vest date multiplied by the market value of the Amazon.com common stock on the vest date. At the time of vest, Amazon.com will collect from you the minimum required tax withholding. Bear in mind that your actual tax liability depends on your personal circumstances and may differ from the taxes withheld. As such, the taxes withheld from your RSU income may be more or less than the taxes you actually owe as a result of the vesting of your RSU award. Further, any shares you receive upon the vesting of an RSU award that you retain and sell at a later date (other than a sale to cover withholding taxes) may result in additional tax obligations depending on whether you realize a gain or loss on the transaction. You should consult your personal tax advisor for information regarding the tax implication of holding, selling, or transferring your vested shares.

NOTE: The tax information contained in this FAQ only provides a general summary of the applicable U.S. federal income tax laws. It does not address all possible tax aspects of transactions that may arise under the plan and does not constitute personal tax advice. The tax laws and regulations are complex and are subject to change. In addition, circumstances particular to certain individuals may change the usual income tax results. Further, state and local income taxes may also be applicable. If you are a resident of or are employed in a country other than the United States, you may be subject to taxation in accordance with the tax laws of that particular country in addition to or in lieu of U.S. federal income taxes.

FOR THE FOREGOING REASONS, IT IS IMPORTANT THAT YOU CONSULT A TAX ADVISOR AS TO THE INCOME TAX CONSEQUENCES OF ANY PARTICULAR TRANSACTION.

Non U.S. Taxpayers
If you are located outside of the U.S., you will receive a tax summary in your grant packet. Your tax summary outlines the tax implications of RSUs for your specific country.

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3. Will Amazon.com withhold taxes when my Restricted Stock Units vest?
Yes. Amazon.com will apply the applicable tax withholding rates, which vary by country and local tax jurisdiction, to calculate the amount of tax withholding. Unless you have made other arrangements to pay the tax withholding, on the vest date a portion of your vested shares having a value equivalent to the tax withholding amount calculated by the Company will be sold on your behalf. The cash generated from that sale will be remitted by Amazon.com to the relevant tax authorities. It is important to note that your actual total tax obligation as a result of the vesting of your RSUs may be greater than the amount withheld, and you are solely responsible for paying any additional amounts owed.

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4. How is the tax withholding calculated?
Tax withholding rates are established and applied based on local country rules and input from Amazon.com's Tax Department.

For U.S. Citizens and/or U.S. Taxpayers
The U.S. government sets the applicable withholding rates on any income realized upon the vesting of an RSU. These rates are subject to change from time to time. Current rates are as follows:

  • Federal income tax: minimum of 25%.
  • State income tax: applicable state rates apply.
  • Social Security employment tax: 6.2% on all compensation income up to $90,000 (for 2005). This number is indexed annually.
  • Medicare employment tax: 1.45% (no limit).
  • There may also be non-U.S. tax withholding requirements based on your country of citizenship and/or your employment history with Amazon.com.

Non-U.S. Employees and Current or Former Expatriates, Away Team Members and International Permanent Transfers
For employees working outside the U.S.: Your RSUs will be subject to taxation and withholding requirements in accordance with the laws in the country where you are employed as of the RSU vesting date and the country where you were employed when the RSU was granted. If you are located outside of the U.S., you will receive a tax summary in your grant packet. Your tax summary outlines the tax implications of RSUs for your specific country.

For employees who are currently or have previously been migratory employees (i.e., working from Amazon.com in more than one country as Expatriates, Away Team Members and/or International Permanent Transfers)
Each time your RSU award vests, the Company will review your residence status and employment history with the Company and collect appropriate non-U.S. and/or U.S. tax where required. It is possible that the Company will be required to withhold taxes for, or that you will be required to file tax returns with, more than one state or country for each RSU transaction.

In addition to the taxes described above, if Charles Schwab does not have a current Form W-9/W-8, properly completed and signed by you, on file as of any RSU vesting date, they may be required by U.S. law to withhold 28% (for 2005) of the proceeds of any vested RSU shares sold on your behalf.

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5. How is the value of my vested RSU shares determined for tax purposes?
Generally, the value of your vested RSU shares will be determined by the market value of the Common Stock of Amazon.com on the RSU vest date (or the first trading day after the vest date if the vest date is not a trading day). That market value will in turn generally be determined by the average price at which all shares are sold to cover withholding taxes with respect to RSUs having the same vest date. This average price is the price that will be reported on the Forms 1099-B distributed by Charles Schwab and the Forms W-2 (or such other form as may be required for non-U.S. employees) distributed by the Company or its subsidiaries.

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6. How do I pay the tax withholding when my RSUs vest?
You may satisfy the tax withholding obligation in one of the following ways:

A. Sale through Charles Schwab. Amazon.com will automatically arrange for the sale on your behalf through Charles Schwab of enough shares to produce the amount necessary to cover the tax withholding obligation, plus related brokers' fees and other costs of sale. These shares will be aggregated with all other employees' shares that are to be sold with respect to the same RSU vest date and such shares will together be sold as an "average price trade" by Charles Schwab. Although the shares may be sold in multiple executions on the same sale date, your RSUs will be valued at the average price at which all such shares have been sold rather than the actual market prices at which the individual executions take place. The cash generated from that sale will be remitted by Amazon.com to the relevant tax authorities. To the extent the proceeds of such sale exceed your tax withholding obligation; the remaining cash will be placed in your Charles Schwab account.

B. Deposit funds to your Charles Schwab account. If you would prefer to pay your tax withholding obligation in cash as opposed to selling shares, you may deposit cash directly to your Schwab account. You first need to log into your account here and change your tax withholding election to "Pay Cash". Or, you may contact a participant service representative by phone to change your election to cash. You may then deposit funds into your Schwab account via check, wire or online transfer. Checks may be remitted via mail or delivered to a local Schwab office in your area. Visit schwab.com, select the "What We Offer" tab and enter your zip code to locate a branch near you.

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7. Can I arrange to pay more than the minimum required tax withholding?
If you are a U.S. taxpayer, you may increase your U.S. federal income tax withholding rate prior to any RSU vest date (the maximum rate is 35% for 2005), which will result in a greater number of your shares being sold at each vest date. This election may be made directly via Schwab's Equity Award Center Web site. Any increase to your withholding will be effective for all subsequent vesting occurrences of that grant until such time as the election is further changed by you. Your ability to increase your federal income tax withholding rate is subject to the Company's insider trading policy - if you are restricted to the trading window, or require pre-clearance by Legal prior to trading, then you may only increase your income tax withholding rate when the trading window is open for you and you have received clearance from Legal if required.

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8. How do I get my vested RSU Shares?
Generally, all unsold vested RSU shares will be deposited to your Charles Schwab brokerage account by the end of the 3rd trading day after the RSU vest date. If a Charles Schwab brokerage account has not previously been established for you, you should, prior to your first RSU vest date, follow the instructions in the "Getting Started" tab of this guide to open an account. To move your shares to an account with a different broker, you or your broker must provide instructions directly to Charles Schwab.

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9. What do I need to do to have a Charles Schwab account?
Please reference the instructions in the "Getting Started" tab of this guide to open an account. If you do not have a current Form W9 or W-8BEN on file with Charles Schwab at the time Charles Schwab sells any vested RSU shares on your behalf, including shares that are sold to cover tax withholding, you may be subject to "backup withholding" on the proceeds of such sale under U.S. Internal Revenue Service rules that will apply to you whether or not you live or work in the U.S. Backup withholding is in addition to any other tax withholding to which you are subject. The backup withholding rate is 28% for 2004. If you are subject to backup withholding, Charles Schwab may sell additional shares upon vesting of your RSU award to generate the cash to pay it, and will remit the withheld amount to the Internal Revenue Service.

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10. Where do I deliver my completed account application?
Individual accounts may be opened online by following the instructions on the "Getting Started" tab of this guide. Otherwise, completed paper applications can be mailed to the following address. Note that if you complete a paper application, Schwab must receive your original application in the mail.

Charles Schwab
Stock Plan Services
9601 East Panorama Circle
Mail Stop 04-758
Englewood, CO 80112

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11. What does Charles Schwab charge for its services?
For any stock sale in connection with an RSU vest event (e.g., a sale for tax withholding or sale pursuant to a 100% sell election), Charles Schwab will charge you $.015 per each share sold subject to a $19.95 minimum. If you later sell shares attributable to an RSU vest event, the same fees will apply, provided such sale is arranged online via Schwab Equity Award Center.

If you conduct your sale through a Charles Schwab participant service representative your commission schedule will be $.05 per each share sold subject to a $24.95 minimum. Please note additional SEC and order handling fees may apply.

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12. Are there any restrictions on selling my vested RSU shares?
All employees need to be aware of Amazon.com's Insider Trading Policy and related guidelines when selling shares of Amazon.com stock. Certain employees can only trade Amazon.com securities, including the shares received upon vesting of their RSUs, during designated trading windows and/or may require pre-clearance from the Amazon.com Legal Department.

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13. Where should I send questions about how the trading window and pre-clearance requirements apply to me?
You should send email detailing your question(s) to stock@amazon.com.

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14. How do I sell my vested RSU shares after they have been delivered to my Charles Schwab account?
If you would like to sell your vested RSU shares you should log on to your account by visiting Equity Award Center located at: http://equityawardcenter.schwab.com or you should call a Schwab participant service representative at 800-654-2593. Amazon.com's discounted commission schedule for trading with a Charles Schwab participant service representative is $.05 per each share sold subject to a $24.95 minimum. If you conduct your sale online via Schwab Equity Award Center your commission schedule will be $.015 per each share sold subject to a $19.95 minimum. Please note there are additional SEC and order handling fees that apply.

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15. How do I contact Charles Schwab about my RSU shares?
You can view your Charles Schwab account online at: http://equityawardcenter.schwab.com. To get information about your RSU shares or Charles Schwab account by phone, contact a Charles Schwab customer service representative who supports Amazon.com's restricted stock unit program at 800-654-2593. International callers may reach Schwab toll-free at the same number by utilizing the international toll-free dialing guide located at: http://www.att.com/international_business/dialing_guide/countrydiallist.cgi.

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16. Can I arrange in advance to sell my RSU shares when they vest under a 10b5-1 trading plan?
You may enter into a Rule 10b5-1 trading plan with any broker approved by Amazon.com in order to arrange for the sale of your vested RSU shares upon vesting. The terms of such plan are subject to approval of Amazon.com. Such a plan must include, in addition to the other trades, an instruction to the broker to sell at the market price on the vest date (or the first trading day after the vest date if the vest date is not a trading day) a sufficient number of vested RSU shares to generate funds to pay the estimated required tax withholding (a "tax sale"). To implement a trading plan covering RSUs to be sold upon vesting, you must notify Amazon.com Stock Administration (stock@amazon.com; phone 206-266-4241) and obtain an estimate of the number of shares that must be sold to satisfy the tax withholding. Your social security withholding obligation will be calculated at the maximum 6.2% (for 2004) regardless of whether you expect to exceed the social security maximum at the time of execution of the tax sale. Any proceeds from a tax sale that exceed what is required to satisfy the minimum required social security tax withholding will be applied to your federal income tax withholding and no amounts will be refunded to you by the Company. If the proceeds of the tax sale are not sufficient to cover all required tax withholding, the Company will collect any shortage from you. If you implement a trading plan covering RSUs that includes a tax sale, all of your RSU shares will be delivered upon vesting to your account with the broker executing the plan, even if less than all of such shares are scheduled for sale under the plan.

You may also establish a trading plan with respect to RSUs shares after they have vested. In that case, unless you are subject to pre-clearance under the Amazon.com insider trading guidelines, you may enter into a plan with any broker you choose. Such a plan should not provide for trades to occur sooner than you expect to have the shares available in your brokerage account - allow at least 3 trading days after vest date for trades scheduled through Charles Schwab and longer if the shares then need to be transferred by you to another broker.

For more information about setting up Rule 10b5-1 trading plans, please see the following internal Amazon.com web link: http://hr.amazon.com/dept/legal/corp-sec/insider-trading/10b5-1.html.

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17. Where can I get more information?
Please review this guide thoroughly for more information on restricted stock units. If you have questions about future vesting occurrences or wish to view your restricted stock units online, please contact Charles Schwab at 800-654-2593 or http://equityawardcenter.schwab.com.

If you have further questions about restricted stock units or the administration of Amazon.com's stock programs overall, please email stock@amazon.com. If you have questions about your particular situation, please contact your HR generalist.

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Stock Option FAQs1

1. What are stock options?
A stock option is a contractual right granted to you by the Company. This right permits you to purchase a specific number of shares of the company's stock at a specific price for a specified period of time (term). The purchase, or exercise, price of the stock option is typically determined on the grant date and is equal to the value of the company's stock (also referred to as fair market value or FMV) on that date. Your right to purchase the shares of stock subject to a stock option (option shares) is contingent on your continued employment with the company. Frequently, the right to purchase shares subject to the option is earned over the duration of an employment period. This earning concept is referred to as vesting and the schedule at which shares vest is referred to as a vesting schedule.

Generally, you are not required to pay for your stock option when it is granted to you. Generally, you are only required to pay the Company if you decide to purchase some or all of the option shares.

Even if the value of the Company's stock changes over time, you can exercise your right to purchase the option shares at the option price established at grant. Thus, you could purchase your option shares at a price that is significantly less than the company's current stock price. Purchasing your option shares is referred to as exercising your option.

The difference between the option price and the value of the Company's stock at exercise is often referred to as the option spread or, simply, the spread. Where the value of the Company's stock increases between the grant date and the exercise date, you could convert the spread to gain by selling some or all of the shares. Or, you could hold the shares in anticipation that the value of the company's stock will increase further in the future.

Where the value of the Company's stock falls below the option price after the grant date, the shares are said to be underwater. The option has no worth when it is underwater because you would have to pay more to exercise the options than they are worth.

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2. How do Stock Options work?
In general when you receive a grant of stock options you will receive an agreement that outlines the conditions of the grant. This agreement covers:

  • The number of options you have received
  • The vesting schedule
  • The effects of employment termination on your options
Over time, the option shares vest pursuant to the vesting schedule stated in the stock option agreement.

If you elect to exercise some or all of the vested shares subject to the stock option, please contact Charles Schwab at 800-654-2593 or http://equityawardcenter.schwab.com.

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3. How do I know if I have stock options?
When you are granted a stock option, you were given a package of information that includes a letter detailing the terms and conditions of your stock option grant. You will also be able to access details of your stock option grant(s) via your Charles Schwab account once it has been opened.

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4. What is vesting?
Vesting is the process of earning the right to purchase the shares of stock subject to your stock option. The option vests over time according to the schedule contained in your stock option agreement.

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5. What is the "exercise price" or "strike price"?
The exercise price - also known as the strike price - is the price you must pay the Company to purchase the shares subject to your option.

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6. What are the benefits of purchasing stock?
As a shareholder of Amazon.com, you will be an owner of the Company and will have all the rights of a common shareholder under law, including the right to attend shareholder meetings and vote upon matters presented to the shareholders. In addition, if, through your efforts and the efforts of your coworkers, the value of the Company's stock increases, the value of your shares should increase as well. Of course, once you exercise your options and purchase the Company's stock, you will also bear the risk if the price declines.

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7. What does it mean to "exercise" my stock option?
Exercising is the act of purchasing the shares subject to your stock option agreement. To exercise, you must pay the Company (via your Charles Schwab account) the aggregate exercise price for the shares you are acquiring, plus any taxes the Company is required to withhold in accordance with local, state, federal and/or country rules/laws.

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8. Can I transfer my options to another person?
You cannot transfer your stock options to another person as long as you are alive. Once you exercise your options, the shares you purchase may be transferred or gifted, subject to the Company's insider trading policy.

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9. What happens if my employment terminates?
Under most circumstances, if your employment is terminated for any reason other than cause, generally, you will have 3 months from your last day of employment in which to exercise the portion of the option that was vested but unexercised on the termination date. However, some options that were assumed by the Company in connection with acquisitions have shorter post-termination exercise periods. If you are holding any such options at the time your employment terminates, it is imperative that you review the option agreement and option plan that relate to such options to determine how much time you have to exercise after your employment ends.

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10. What happens to my options if I die?
Generally, your heirs or executors of your estate will have one year from the date of your death to exercise your vested unexercised options.

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11. How do I decide when to exercise my options?
The decision on when to exercise your stock options or to sell the underlying shares is yours to make. You should treat your options and the underlying shares as seriously as you treat any investment. You may want to consult financial and tax advisors before you exercise your options or sell stock. It is important that you develop your own investment strategy, based on your goals, priorities, comfort with risk and financial situation.

No one can predict how your company's stock will perform. There are too many variables and your company's stock price changes daily. Stock prices are affected by investors' confidence levels in the world economy, industry conditions and your company's financial outlook, among other things.

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Glossary

Agreement
The Restricted Stock Unit or Stock Option Agreement is a legal document that sets forth the terms and conditions that apply to your grant.

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Capital Gain
Arises when an investment is sold at a higher price than originally paid.

Capital Gains Tax
Tax on profits from the sale of capital assets. You pay capital gains tax when you sell shares of stock at a price that's higher than the market price of the stock on the day you acquired the shares. Long-term capital gains tax is generally lower than ordinary income tax.

Cash Purchase and Hold the Shares (type of exercise method for options)
With this exercise, you pay for all exercise costs with cash and hold the shares until you decide to sell them in the future.

Cashless Exercise and Sell for Cash (type of exercise method for options)
You exercise your options and simultaneously all shares. After paying the exercise costs, i.e., the strike price, commissions, and any applicable income tax withholding and transaction fees, you end up with cash. If you take a margin loan to cover your transaction costs, you would also need to repay the loan and any accrued interest.

Cashless Exercise and Sell to Cover (type of exercise method for options)
You exercise your options and simultaneously sell enough shares to cover the strike price, commissions, and any applicable income tax withholding and transaction fees. If you take a margin loan to cover your transaction costs, you would also need to repay the loan and any accrued interest.

Company
Amazon.com

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Dividend Amount
The value of the last quarterly cash dividend or the number of shares owned in a stock dividend.

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Employee Stock Option Exercise and Equity Award Agreement
The document that gives Charles Schwab & Co., Inc. the authority to act as your broker as part of an equity award transaction.

Exercise
The transaction in which you use your stock option to buy shares of stock, i.e., you exercise your right to buy stock at the option or strike price.

Exercise and Hold
The transaction in which you buy your companys stock at the strike price and hold shares in your Schwab account. Also referred to as Cash Purchase and Hold the Shares.

Exercise and Sell
The transaction in which you buy and then immediately sell your shares. There are two types of exercise and sell transactions. See also Cashless Exercise and Sell for Cash and Cashless Exercise and Sell to Cover.

Exercise Date
The date on which you exercise your options.

Exercise Price
Also referred to as the strike price, option price, or grant price; the price you pay per share when you exercise your options. The exercise price is set by your company.

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Fair Market Value
The amount that a willing buyer would pay a willing seller for the stock of a company. The fair market value on the day stock options are granted typically determines the strike price.

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Grant(s)
A block of stock options. Your employer grants options to buy a certain number of shares at a specific price for a limited period of time.

Grant Date
The date your option grant was made.

Grant I.D.
The number your company may assign to your grants.

Grant Price
Also referred to as the strike price, option price, or exercise price; the price you pay per share when you exercise your options. The grant price is set by your company.

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Holding Period
The period of time you are required to hold stock you purchase through Incentive Stock Options before selling the shares. If you dont meet the holding period, you have what is known as a disqualifying disposition. This causes you to lose the otherwise favorable tax treatment associated with incentive stock options.

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In the Money
The situation when the current market price of your company stock is higher than the strike price of the options you have been granted. You are in the money because you would make a spread by exercising stock options in this situation.

Incentive Stock Options (ISOs) (a.k.a. Qualified Stock Options)
ISOs are considered tax-advantaged stock options. When you exercise, you are not liable for ordinary income tax provided you hold the stock for at least one year after the exercise date and two years after the grant date. You are liable for capital gains taxes when you sell the shares at a gain, i.e. the difference between the market price on the exercise date and the sale price. Additional tax consequences may be applicable. Please contact your tax advisor with any questions.

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Market Price
The current price or fair market value of the stock.

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Nonqualified Stock Options (NQSOs)
Nonqualified stock options are the most common type of stock option granted. Because the spread earned between the grant date and the exercise date is considered to be compensation, it is subject to ordinary income tax and normal income tax withholding at the time you exercise your options. Any gain realized after you exercise is subject to capital gains tax treatment when you sell the shares. Depending on how long you hold the shares following exercise, your gain will be taxed at the short- or long-term capital gains tax rate. If the price of the stock goes down after exercise, you would be eligible to take a capital loss as with any other security you may own.

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Option Price
Also referred to as the strike price, exercise price, or grant price; the price you pay per share when you exercise your options. The option price is set by your company.

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Restricted Stock Unit (RSU)
Stock given to you by your company at no cost. Your ability to sell or transfer the shares is restricted until they are vested.

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Sale Price
The specific market price at which a security is sold. Shares Units of a company's common stock, representing ownership.

Spread
The difference between a stock option's strike price and the market price.

Stock Option
The right to buy stock at a specific price at a time in the future for a set period of time or term. This right is subject to a vesting schedule that defines the time period over which you become entitled to exercise your options.

Strike Price
Also referred to as the option price, exercise price, or grant price; the price you pay per share when you exercise your options. The strike price is set by your company.

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Under Water
The opposite of being in the money. The situation when the current market price of your company stock is lower than the strike price of the options you have been granted. Your options are under water because you would have a loss if you exercised your stock options in this situation.

Unvested Grant
The portion of a grant that has not yet met the vesting criteria as set forth in the Grant Agreement.

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Vested Grant
A grant that has met the vesting criteria as set forth in the grant agreement. When a restricted stock unit vests, it is a taxable event and tax withholding is due. The most common method of funding this tax liability is to sell a portion of the now vested shares.

Vesting Period
The length of time or waiting period before restricted stock units vest. Vesting Schedule This timetable shows the number and percentage of shares that become exercisable over particular time periods.

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W-8BEN
This form is used by a foreign person to establish foreign status, to claim beneficial ownership of the income for which the form is being provided, and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.

W-9
This form is used by U.S. persons, including a resident alien, to give your correct tax identification number (TIN) or social security number (SSN) to Charles Schwab for the purpose of certifying your TIN or SSN is correct, that you are not subject to backup withholding or to claim exemption from backup withholding if you are a U.S. exempt employee.

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1 This information is not intended to be a substitute for specific individualized tax, legal or investment planning advice. Where specific advice is necessary or appropriate, Schwab recommends consultation with a qualified tax advisor, CPA, Financial Planner or Investment Manager. Schwab does not guarantee the accuracy, timeliness, completeness or correct sequencing of the information, or warrant any results from use of the information.

Amazon.com, Inc. is not affiliated with Charles Schwab.

© 2006 Charles Schwab & Co, Inc.   Member SIPC   All rights reserved.   (1104-12106).