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title: "Tax Treatment of Stock Options as Employee of GitLab UK Ltd"
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## Equity Award
Stock Option Plan

## When taxed?
Taxed at Exercise

## What is taxed?
The "spread": Difference between the Offer Price and Exercise Price.

## S341 Election
The UK provides a tax planning oppornity under a 'Section 431 Election'. This applies to UK option holders that exercise their stock options outside of a tender offer. By entering into the S431 dlection, option holders are electing to be subject to UK taxation at exercise of your stock options based on the fair market value of GitLab's shares without regard to any liquidity restrictions on the shares.

Why would option holders do this? The purpose of the S431 election is  to confirm that the shares have been acquired for the unrestricted market value, and not at a discount because of the restrictions attached. When stock options are granted they have two different values according to UK tax law:

- The Actual Market Value (AMV) – value of the shares with restrictions attached; and
- The Unrestricted Market Value (UMV) - value of the shares without restrictions attached. 

The UMV this will always be higher than the AMV. Provided that the option holder pays the full UMV for their shares as at the time of the exercise and makes an election within 14 days after the exercise, the option holder will not be required to pay an income tax charge on the future growth in the value of the shares when they are eventually sold.

The option holder will therefore not be subject to additional taxation if/when such restrictions are lifted (otherwise, taxation applies at exercise on the difference between the value of the restricted shares at exercise and the exercise price, and also if/when the restrictions are lifted). The Section 431 Election must be made no later than 14 days after the date the option holder exercises the stock options.  Upon entering into the Section 431 Election, please return a copy of this [form](https://docs.google.com/document/d/1eAx63NEydcPIhOKdL8Ku1jZg5Gxhgkr9pdcDgxKsEE0/edit) to tdominique@gitlab.com.

## Subject to tax withholding?
GitLab is required to withhold income tax on the taxable amount and remit the withheld tax through the Pay-As-You-Earn (PAYE) system within 14 days after the end of the UK tax month during which the taxable event occurs (or within 17 days after the end of the tax month if paying electronically). The UK tax month runs from the 6th day of the month to the 5th day of the next month. For example, assuming the taxable event occurs during the UK tax month April 6 to May 5, the income tax withheld must be remitted to HM Revenue & Customs (HMRC) by May 19 (May 22 if paid electronically).

## Social Insurance Contribution Withholding?
Yes (partially uncapped)

## Employer Social Insurance Contribution Requirement?
Yes (partially uncapped)

## Employee Maximum Combined Tax Withholding Rate
47%

## Social Insurance Contribution Withholding/Payment detail
GitLab must withhold employee social insurance contributions and remit both employee and employer social insurance contributions (National Insurance Contributions / “NIC”). If applicable, Apprenticeship Levy due through the PAYE system within 14 days after the end of the UK tax month of the exercise (or within 17 days after the end of the tax month if paying electronically).

Employee NIC Rate:
- 12% on annual income greater than GBP 8,634 up to GBP 50,000
- 2% (uncapped) on annual income greater than GBP 50,000

Employer NIC Rate:
- 13.8% (uncapped) on annual income greater than GBP 8,634.
- UK employers with a total annual pay bill of GBP 3 million or more must pay a 0.5% Apprenticeship Levy

## Employer Compliance/Tax Reporting
Monthly Tax Reporting:
- GitLab is required to submit a Full Payment Submission (FPS) to HMRC online when the exercise takes place. The FPS details are the income tax as well as employee NIC withheld from the taxable amount. If it is not possible to submit the FPS on or before the date of exercise, the FPS must be submitted as soon as reasonably practicable after the equity award income is paid to the employee and in any event no later than 14 days after the end of the UK tax month in which the exercise took place.

Annual Tax Reporting:
- GitLab must electronically submit an annual share scheme return (previously known as Form 42) reporting to HMRC the equity award grant and the acquisition of shares. This return is due by July 6 following the end of each tax year.

- GitLab also must issue Form P60 (the summary year-end individual statement), including the taxable amount, to each employee by May 31 of the year following the year in which the taxable event occurs.

- If an additional income tax liability accrues to the employee because the local employer is unable to withhold the income tax and the employee fails to reimburse the tax within 90 calendar days of the end of the tax year (and has not sufficiently indemnified the employer against having to bear the tax liability), the taxable amount on which such income tax is due must be reported on the annual return of benefits provided to employees (Form P11D). The return must be submitted to the Revenue by July 6 following the end of the relevant tax year.