The team demonstrates its efficient and serviceminded

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1 Benefits

2 Who we are Bird & Bird is a highly respected law firm with an international reputation built not only on exceptional legal expertise, but also on an in-depth understanding of client sectors and commercial pressures that is central to the way we meet our clients needs. We cover all areas of commercial and business law, with specialists in a range of industry sectors in 16 countries. We have over 900 lawyers and legal practitioners working as a single, cohesive team across 23 offices in Belgium, China, the Czech Republic, Finland, France, Germany, Hamburg, Hungary, Italy, The Netherlands, Poland, Singapore, Slovakia, Spain, Sweden, the UAE and the UK. We also work with a network of trusted partners in other countries in Europe, the Middle East and Asia, giving us genuine global reach.

3 The team demonstrates its efficient and serviceminded approach by keeping us up to date on changes. It consistently delivers high-quality work within short timeframes Chambers Europe 2010

4 Our approach Our Benefits and International Mobility capability forms an integral part of Bird & Bird s International HR Services group. Our team members combine expertise in corporate governance, employment, payroll tax, corporate tax and corporate law. We offer legal and tax solutions that complement our clients HR strategy. Building from our expertise and knowledge of the domestic tax/legal situations, we are best positioned to assist in the implementation of new/amended benefits plans; and consult on benefits packages which complement domestic mandatory benefits and state sponsored plans. We cooperate closely with other service providers in the benefits arena, like actuarial experts and HR-consultancy firms. We have a strong capability in developing and implementing Long Term Incentive Plans, whether cash or stock based. In our world, benefits covers all that an employer offers to its directors and staff in return for their contribution to the company s success. Benefits thus includes all from share plans to pension and company cars.

5 International capabilities Our International Employee Incentives & Benefits practice has extensive experience of delivering seamless, multidisciplinary legal advice on compensation and benefits. We advise on all forms of compensation, from cash reward through to multi-national implementation of stock based benefits provided to employees or directors. We also advise on cross-border employee tax issues, company, securities and regulatory laws. We can offer our services in all countries where we have offices and have tested relationships in countries where we do not have a presence. Bird & Bird s International Knowledge Zone Knowledge Zone is an easily accessible, online resource where you can find answers to common yet time-consuming questions faced by HR professionals and in-house counsel working in international business. It contains an interactive database (Data Bank) which provides answers to key operational questions across employment, compensation and benefits and immigration. The service is supported by in-depth advice from HR, corporate and tax lawyers who are experts in employment, immigration, incentives and benefits law. Jurisdictions covered include: Belgium, Czech Republic, Finland, France, Germany, Hong Kong, Hungary, Italy, The Netherlands, Poland, Singapore, Slovakia, Spain, Sweden and the UK. The Employee Incentives team has a great understanding of share option [plans] and offers excellent service Chambers and Partners 2010

6 Benefits Private health insurance plans STIP Long term incentive plan Legal and tax advice State sponsored plans Medical costs insurance plans Developing structures and drafting of plans Employee consultation Commission plans Vacation and leave Salary and allowances Implementation Changing/harmonising plans Identifying legal/business/financial issues in transactions Death-in-service plans Private use of company equipment Pension Dispute resolution Fitness plans Holiday allowance Company car/ car allowance Other

7 Excellent - very responsive, and gives transparent and in-depth advice. Legal

8 Bird & Bird s international employment and incentives group is extremely useful in continental Europe, and continues to attract highprofile work across the full range of employment issues. Chambers Global 2009

9 International Mobility Payroll admin Immigration Legal structure Mandatory or useful external service providers (company physician) Drafting of contracts Payroll tax Corporate tax (PE) Benefits package VAT and transfer pricing Re-charging Insurances

10 Recent matters include: Adjusting US benefit plans to comply with local European legislation (and collective bargaining agreements) Earthport plc: devised and implemented an employee share plan using jointly owned interests in shares to deliver gains to UK participants tax effectively Assisting our client in changing/ harmonising its local pension plans in a number of countries, including Brazil, Pakistan, Greece, Germany, Belgium, Serbia and South Africa Intra-group in-bound secondments between the US and Europe/UK Developing, drafting and implementing company car plans Asterand plc: devised and implemented an innovative international employee share plan using subsidiary shares to achieve tax efficiency in the UK and US Element Power: devising and implementing a carried interest arrangement for management of an open-ended clean energy fund founded by Hudson Clean Energy Partners in several jurisdictions Bwin Interactive Entertainment AG: advised on employee share plan aspects of a 3.5 billion merger with PartyGaming plc, their share plans involved over 1,000 participants in eight jurisdictions

11 Advising on consultation and implementation of a plan providing for incentives in case of special events (e.g. the prevention of theft) in our client s retail stores in Belgium and The Netherlands Advising on consultation and implementation requirements in respect of the substitution of the existing Commission plan with a more sober plan Intra-group secondments from India to Europe EADS Astrium: advising on share plan aspects of an acquisition saving over 0.5 million in corporation tax M3 Consulting Limited: devised and implemented an employee share market and related suit of employee share plans to allow employees to buy the company from the founder over time

12 Key contacts and details Belgium Christophe Delmarcelle D: +32 (0) China and Hong Kong Grace Chen D: Czech Republic Miloslav Sinfeld D: Finland Maisa Nikkola D: +358 (0) France Laurence Clot D: +33 (0) Benjamine Fiedler D: +33 (0) Rebecca Feliman D: +33 (0) Germany Martin Nebeling D: +49 (0) Patrick Sinewe D: +49 (0) Hungary Andrea Simándi D: andrea.simandi@twobirds.com Italy Caterina Rucci D: caterina.rucci@twobirds.com Eleonora Briolini D: eleonora.briolini@twobirds.com The Netherlands Philip Hartman D: +31 (0) philip.hartman@twobirds.com Kasper van Eck D: +31 (0) kasper.van.eck@twobirds.com Poland Karolina Stawicka D: karoliina.stawicka@twobirds.com Slovakia Ivan Sagál D: ivan.sagal@twobirds.com Singapore Susan de Silva D: susan.desilva@twobirds.com S Sharma D: s.sharma@twobirds.com Spain José María Cusí D: josemaria.cusi@twobirds.com Miguel Pastur D: miguel.pastur@twobirds.com Sweden Katarina Nordblom Åhlberg D: +46 (0) katarina.ahlberg@twobirds.com Mahmut Baran D: +46 (0) mahmut.baran@twobirds.com Hans Svensson D: +46 (0) hans.svensson@twobirds.com UK Fleur Benns D: + 44 (0) fleur.benns@twobirds.com Ian Hunter D: + 44 (0) ian.hunter@twobirds.com Colin Kendon D: + 44 (0) colin.kendon@twobirds.com twobirds.com Abu Dhabi & Beijing & Bratislava & Brussels & Budapest & Düsseldorf & Frankfurt & The Hague & Hamburg & Helsinki & Hong Kong & London & Lyon & Madrid & Milan & Munich & Paris & Prague & Rome & Shanghai & Singapore & Stockholm & Warsaw Bird & Bird LLP is a limited liability partnership, registered in England and Wales with registered number 0C and is authorised and regulated by the Solicitors Regulation Authority. Its registered office and principal place of business is at 15 Fetter Lane, London EC4A 1JP. Bird & Bird is an international legal practice comprising Bird & Bird LLP and its affiliated and associated businesses and has offices in the locations listed on our web site: twobirds.com. The word partner is used to refer to a member of Bird & Bird LLP or an employee or consultant, or to a partner, member, director, employee or consultant in any of its affiliated and associated businesses, who is a lawyer with equivalent standing and qualifications. A list of members of Bird & Bird LLP, and of any non-members who are designated as partners and of their respective professional qualifications, is open to inspection at the above address