Jean-Remy Facq and Jennifer Huff-Facq - Page 11

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          the employee when the shares are either transferable or not                 
          subject to a substantial risk of forfeiture.  Miller v. United              
          States, supra; sec. 1.83-3(b), Income Tax Regs.                             
               The shares are subject to a substantial risk of forfeiture             
          when the owner’s rights to their full enjoyment are conditioned             
          upon the future performance of substantial services by any                  
          individual.  Sec. 83(c)(1); Miller v. United States, supra; sec.            
          1.83-3(c)(1), Income Tax Regs.  Whether a risk of forfeiture is             
          substantial depends on the facts and circumstances.  Sec. 1.83-             
          3(c)(1), Income Tax Regs.  The shares are transferable only if a            
          transferee’s rights in the property are not subject to a                    
          substantial risk of forfeiture.  Sec. 83(c)(2); sec. 1.83-3(d),             
          Income Tax Regs.  Property is transferable if the person                    
          receiving the property can sell, assign, and pledge his or her              
          interest in the property to any person other than the transferor            
          and if the transferee is not required to give up the property in            
          the event a substantial risk of forfeiture materializes.  Sec.              
          1.83-3(d), Income Tax Regs.                                                 
               B. Application of Framework to Mr. Facq’s Options                      
               Mr. Facq received nonstatutory stock options in 1996 and was           
          not taxed then.  We must consider whether, instead, petitioners             
          are taxed when Mr. Facq exercised his options and received                  
          InfoSpace shares in 2000.8                                                  

               8There is no longer a dispute whether the InfoSpace shares             
          were substantially vested in Mr. Facq when he exercised them in             
          2000.  Petitioners alleged in their petition that the shares were           
          subject to a substantial risk of forfeiture and nontransferable             
                                                             (continued...)           




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