A modification that actually restricts or reduces the benefits granted to
the service provider will not ordinarily be treated as a material modification constituting treatment as a new grant.
An option to purchase stock can qualify as an ISO only if the option is granted to an individual in connection with the individual's employment by a corporation, and only if granted by the employer corporation or its parent or subsidiary corporation (i.e., a corporation in an ownership chain beginning or ending with the employer corporation, with each corporation linked to the others by not less than 50-percent stock ownership as determined by voting power).
Taking into account the increasing use by corporations of partnerships and limited liability companies for joint ventures, it is noteworthy that ISOs cannot be granted to employees of partnerships (or other entities, such as limited liability companies, that are treated as partnerships for tax purposes), even if the partnership is controlled by a corporation that has adopted or could adopt an ISO plan.
In general, an ISO cannot be granted to an individual who, at the time of grant, owns stock having more than 10 percent of the combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation.
* Annulments are granted to
people incapable of performing the duties of marriage for psychological reasons.
Incentive stock options (ISOs) are options granted to
individuals for any reason connected with their employment by a corporation to purchase the stock of such corporation.
For example, tax law in the United Kingdom focuses solely on options granted to those who reside in the United Kingdom, meaning that an option granted to United States nationals immediately prior to their relocation to England will escape U.K.
(5) Section 422 of the Code sets out ISO requirements, the most important of which are that the exercise price is at least equal to the stock's fair market value at grant, that the option be exercised only while the individual is employed (or within three months of termination), and that options granted to an employee that are exercisable in any one year be capped at $100,000 in underlying stock value.
2001-43 clarifies that the determination of whether an interest granted to
a service provider is a profits interest is, under the circumstances described, tested at the time the interest is granted, even if, at that time, the interest is substantially nonvested (within the meaning of Regs.
There have always been some unanswered questions under APB 25, such as whether options granted to nonemployee outside directors should be treated the same as those granted to employees.
Additionally, any awards granted to individuals whose status changes between employee and nonemployee will be treated according to the new status prospectively from the date of the change.
If and when this becomes final and effective, stock options granted to nonemployee directors will require a company to recognize a compensation expense determined using the fair value methodology outlined in SFAS 123, even though the recognition provisions of SFAS 123 are not adopted.
In addition to options granted to outside directors, two other groups of options will be affected by this interpretation:
For example, option shares can be granted to
a particular key employee using a factor obtained by dividing his base compensation by the aggregate base compensation of all key employees, or options could be granted so that vice presidents get 1,000 shares, senior vice presidents 2,000 shares, executive vice presidents 3,000 shares, and the president 4,000 shares.
The company is allowed a tax deduction equal to the amount of ordinary income realized by the employee, but the company is only required to charge a loss to its accounting books of the stocks value at the time it is granted to