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This applies to compensation on which FICA taxes (Social Security and Medicare) are paid at the time of deferral, as with RSU or performance share grants that have a deferral election feature. The rule ensures that the shares are not compensation subjected to FICA taxes again at distribution. Once compensation is part of wages for FICA, any further earnings or gains are not considered FICA wages. You do not get a credit on FICA taxes if the share price falls between deferral and distribution.
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