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OPTRACK is a web-based system for managing and accounting for employee stock options. As for a web-based application, users would only need an Internet connection and a web browser to access the system. The OPTRACK application allows users to utilize its features over the Internet.

The OPTRACK application has been designed to track all activities related to all company equity instruments (e.g. employee stock options, warrants, etc.) in real time for publicly traded and private companies that use the solution.

Log in: OPTRACK uses a single-sign-on system, which enables multiple individuals to access data from OPTRACK simultaneously and in real-time. The data being accessed will depend on the user role, which could be an administrator, an HR manager, an auditor, a broker, a transfer agent or an employee. In addition, OPTRACK keeps track of the complete access logs for different roles, and provides extensive security features for user authorization and authentication.

Security: OPTRACK's network connectivity is encrypted using 128-bit data encryption, and there is a firewall existing between the production environment and the public domain. Access to data and application is restricted based on user roles, and audit trails are enabled for the different roles. In addition, all employees of OPTRACK have signed the non-disclosure agreement and the privacy agreement.

Backup and Recovery: The OPTRACK application is backed-up on a daily basis, and a comprehensive backup strategy is in place to protect client data against computer equipment failures. Moreover, the backup media is stored in an off-site location.

Implementation: OPTRACK ensures that the raw data for all the clients is kept in a secure place and is backed-up regularly. Once the data is received, it is thoroughly analyzed, and upon the completion of loading the data, the totals are reconciled against the totals in the raw data.

Support: OPTRACK has a highly professional support team dedicated to the queries and needs of our clients. The support phone number and email address are published on our website, and there is a hunt group established on the phone system to provide 24 by 7 support. To view the support team profiles, please click here .

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The administrators can log on OPTRACK any time from anywhere to access and make change to their data from a web browser. OPTRACK keeps track of stock grants, exercises, and forfeitures/cancellations. Also it keeps track of employee types, department blackouts, and calendar settings.

Option Awards: Supports separate registries for all the following Award Types.

• Incentive Stock Options (ISO)
• Non-qualified Stock Options (NSO)
• Warrants
• Restricted Shares
• Equity Settled Share Appreciation Rights
• Cash Settled Share Appreciation Rights
• Performance-based Stock Awards

Option Exercise: Supports both regular cash and cashless Exercise Types.

• Regular Certificate/Cash
• Same Day Sale (through a broker of your own choice)
• Surrender to Cover
• Buy Back/surrender all shares for intrinsic value

Option Expiry: Supports Expiry/Cancellation/Forfeitures.

• Natural Expiries
• Vested Expiries
• Unvested Expiries with reversal
• Unvested Expiries without reversal
• Unvested Expiries with future expense cancellations
• Unvested Expiries without future expense cancellations

Option Vesting and Amortization: Creates the Vesting and Amortization schedule automatically based on the setup chosen by the administrator.

• Daily
• Monthly
• Quarterly
• Semi-Annually/Annually
• Straight-line
• Accelerated/Graded
• One-Entry
• Front End/Back End

Option Status and Summary: Provides the summary of different award status both for the option pool and the individual option holders, and below each summary, a detailed drilldown including individual grants, exercises, and cancellations.

Employee Notifications: Generates automatically the following types of letter notifications on company-specific letterhead.

• Grant Agreement Letter
• Option Status Letter
• Exercise Confirmation Letter
• Grace Period Notification Letter

Advanced Features: Supports advanced option activities such as the following.

• Departmental Black-out Period Setups
• Vesting and Expense Acceleration
• Expense Acceleration
• Vesting Deceleration
• Option Re-pricing/ Modifications
• Performance Options Setup and Expensing

Multi-national features: Supports Option Administration for Multi-national Entities.

• Multinational Interest Rate Listings
• Foreign Exchange Rate Registry
• Differentiation of Reporting and Exercise Currencies

Corporate Actions: Supports automation of all types of corporate actions.

• Stock Dividend
• Stock Split
• Consolidation

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OPTRACK provides both valuation and expensing methods that fully comply with the guidelines of CICA 3870 and FAS123(R).

Valuation: Supports the automation of option valuation for both Black-Scholes and Lattice/Binomial Model. For option valuation, the Administrator only needs to enter a few essential parameters such as the grant date, the expiry date, and the strike price, everything else such as the price of the underlying securities, interest rates, volatility, and dividend are all populated automatically by the system.

Forfeiture Rates: Provides guidance on historical forfeiture rates based on company-specific history on forfeitures; and keeps track of forfeiture rate updates and creates expense true-ups according to the parameter changes.

Time-to-Expiry: Provides guidance on historical Time-to-Expiry factors based on company specific history on expiries; and keeps track of Time-to-Expiry factor updates and creates expense true-ups according to the parameter changes.

Amortization: Supports the automation of amortization transaction entries for any types of amortization schedules.

GL Entries: Generates journal entries automatically for all types of accounting transactions (e.g. Stock-based Compensation Expense, Contributed Surplus, Share Capital Stock, Share Capital Options, Cash, etc.)

Variable Accounting: Automates the periodic and vesting true-ups for Consultant’s Options (including both the periodic re-valuations and the corresponding expense adjustments.

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For Canadian Reporters, OPTRACK provides CICA 3870 compliant expense values and notes disclosures, and CICA 3500 compliant share dilution report.

Common Notes Disclosures: Automates the reporting of Common Notes Disclosures.

• Option Breakdown Disclosures
• Continuity Schedules
• Option Valuation Assumptions

Public Regulatory Reporting Forms: Automates the reporting of Regulatory Documents such as the following.

• Form 1 (TSX)
• Form 4G (TSX-Venture)
• Exchange Notification Letter (NYSE)
• Form D (NEX)

Proxy Disclosures: Automates the reporting of Officers’ and Directors’ Positions.

• Officers’ and Directors’ Granted and Acquired Options
• Officers’ and Directors’ Exercised Options and Aggregate Value Realized
• Officers’ and Directors’ Expired Options and Aggregate Value Expired

Share Dilution: Calculates automatically the diluted number of shares using the treasury method (compliant with CICA 3500).

• Full registry of all types of share transactions
• Automatic calculation of TWA ending share balance
• Automatic calculation of incremental shares
• Automatic calculation of quarterly and year-end diluted number of shares

Capital Summary: Automates the reporting of Ownership Percent and stock ledger.

• Both Table and Graphic views of employee share status and ownership percent
• Detailed drill down of individual employee share transactions

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For U.S. Reporters, OPTRACK provides FAS123(R) compliant expense values, notes and proxy disclosures, and FAS128 compliant share dilution report.

10K/Q Disclosures: Automates the reporting of 10K/Qs Fillings.

• Departmental Expense Breakdowns
• Weighted Average Disclosures
• Unrecognized Compensation Costs

Common Notes Disclosures: Automates the reporting of Common Notes Disclosures:

• Option Breakdown Disclosures
• Continuity Schedules
• Option Valuation Assumptions

Proxy Disclosures: Automates the reporting of Officers’ and Directors’ Positions.

• Officers’ and Directors’ Granted and Acquired Options
• Officers’ and Directors’ Exercised Options and Aggregate Value Realized
• Officers’ and Directors’ Expired Options and Aggregate Value Expired

Share Dilution: Calculates automatically the diluted number of shares using the treasury method (compliant with FAS128).

• Full registry of all types of share transactions
• Automatic calculation of TWA ending share balance
• Automatic calculation of incremental shares
• Automatic calculation of quarterly and year-end diluted number of shares

Capital Summary: Automates the reporting of Ownership Percent and stock ledger.

• Both Table and Graphic views of employee share status and ownership percent
• Detailed drill down of individual employee share transactions

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For Reporting under IFRS, OPTRACK provides IFRS-2 compliant option expense, reporting and disclosures, and IAS-33 compliant share dilution report. The primary difference between IFRS and Canadian/US GAAP is the fact that not only do the assumptions need to be disclosed, but the justification of these assumptions need to be disclosed as well, as specified in Paragraph-44 in IFRS-2. OPTRACK fully provides the justification of every calculation and assumption provided, including the following:

Common Notes Disclosures: Automates the reporting of Common Notes Disclosures.

• Option Breakdown Disclosures with WA exercise prices for outstanding and vested options
• Continuity Schedules summaries all types of option transactions within the reporting year
• Valuation Assumptions and WA values for each valuation input

IFRS Additional Disclosures: Automates all the additions disclosure requirements by IFRS-2.

• Volatility Calculation detail assumptions
• Assumptions on expected life for each vesting tranches
• Assumptions on Forfeiture rates calculation using historical method
• Additional option calculation assumptions such as performance criteria
• Incremental value granted for option modifications
• Separate disclosure of WA exercise prices and WA option prices for in/out of-the-money options
• Option continuity schedule for granted, exercised, forfeited, expired and outstanding with WA exercise prices for each category
• Employee departmental breakdown of option expected life and expenses

Proxy Disclosures: Automates the reporting of Officers’ and Directors’ Positions.

• Officers’ and Directors’ Granted and Acquired Options
• Officers’ and Directors’ Exercised Options and Aggregate Value Realized
• Officers’ and Directors’ Expired Options and Aggregate Value Expired

Share Dilution: Calculates automatically the diluted number of shares using the treasury method (compliant with IAS-33).

• Full registry of all types of share transactions
• Automatic calculation of TWA ending share balance
• Automatic calculation of incremental shares
• Automatic calculation of quarterly and year-end diluted number of shares

Capital Summary: Automates the reporting of Ownership Percent and stock ledger.

• Both Table and Graphic views of employee share status and ownership percent
• Detailed drill down of individual employee share transactions

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Through our partner SG Vestia Systems Inc., SyncBASE offers outsourced plan administration solutions that suit your company needs and objectives. This longstanding partnership features an automated interface to ensure that all transactions processed are updated properly for financial reporting purposes. The following are high level details of the services offered in addition to the financial reporting services that SyncBASE provides through OPTRACK:

Call Center – Call center support is provided in both English and French for the US and Canada. Other languages can be added on request. All call centre staff is dedicated to employee equity plans and receive specific training and documentation.

Website – Participant features include the ability to access all account types with one login, view plan documents (texts, Q and A, etc.) on line, access current and historical prices, receive electronic statements, view blackout periods, accept new awards, review messages, etc. SG Vestia understands that the processing of financial transactions is of key concern for participants. The site features on line tools to allow participants to model transactions, and execute a trade request.

Plan administrators features include the ability to look up participant accounts and view both current balances and past transactions. In addition, administrators can manage blackout periods, designate flagged participants such as insiders, officers, etc., update vest, cancel and expiry dates, etc. The site also includes a suite of real time, on line reports available in a multi-tabbed Excel format.

Stock options / SAR Plans – The Stock Option and Share Appreciation Rights module manages both performance and time vested grants, and can handle a wide variety of vesting schedules. Grant acceptance is also available. A variety of exercise types are supported that may be turned on or off for your plan as needed.

The participant website distinguishes between incentive and non qualified options, and facilitates the transfer from ISO to NQO for US plans in accordance with the 90 day termination rule.

Restricted and Phantom Shares – The Restricted/Phantom share module is a powerful tool that can manage an assortment of plan styles. Features include separate vest, release and payout schedules; participant designated tax deduction method, administration and modeling of performance factors, etc. Once released, shares can be either sent to the participant or retained in their account.

Stock Purchase Plans – The Stock Purchase Plan module can be set to manage either whole or fractional shares; and a variety of vesting periods are supported. In addition to managing the plan itself, we can also assist with an on line enrollment process that matches your plan requirements.

While many Share Purchase Plan types are available, for the US our 423 module automates monitoring the $25K limit, calculation of the deemed disposition, etc. In addition we can manage Canadian RRSP, TFSA plans, etc.

Tax – Deductions: SG Vestia accommodates the deduction of tax from a participant if needed. The tax deduction calculations are reflected on both the modeling and processing of the transaction.

For the US, Federal, State, FICA and Medicare deductions are handled, taking annual limits into account. For Canada, both Federal and provincial deductions are handled, taking annual limits into account.

Form Issuance: SG Vestia facilitates the issuance of all investment tax forms including the 1099-B, 1099-DIV, 3921, 3922 etc for the US, and both Federal and Quebec specific forms for Canada.

About SG Vestia
SG Vestia Systems Inc. is a joint venture between Société Générale Bank and Vestia Systems Inc., a software company expert in stock plan administration. SG Vestia was established in 2004 to propose stock plans administration service for international corporate in North America and Europe. SG Vestia combines the technology and innovation of a software company and the expertise and coverage of an international bank.

International stock plan administration is SG Vestia's core business. The administration teams are based in North America and Europe today with a large knowledge of local markets and local tax. SG Vestia is planning for future expansion in other continents.

SG Vestia's multi-lingual and multi-currency software is developed by our IT experts and is constantly improved via enhanced web services and automation. SG Vestia's software handles a large range of plans and some of the most complex plans in the industry. It delivers a high level of automation and straight through process thanks to preprogrammed functions activated at plan set up. This high level of automation reduces the overall cost of the plan administration, limits the possibility of human errors and increases efficiency of plan operations.

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To learn more about our outsourcing services call us at 213-232-2727 Ext. 3 or visit the SG Vestia Website.
To register for a free online demo highlighting our superior outsourcing services, please click here.

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OPTRACK offers its clients built-in automated brokerage services through an online platform which enables equity plan participants to initiate options, ESPP or restricted stock exercises.

OPTRACK is broker independent, and can work with any broker of your choice. OPTRACK already has a direct connection to EZ Custom Brokerage Services. The unit exercises are done in a streamlined and automated manner that does not require any involvement from corporate in-house stock plan administrators.