Anthony J. Kadillak - Page 6

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          Ariba transferred to petitioner share certificates for the 17,333           
          shares that had vested by April 5, 2000, and deposited the                  
          remaining 14,667 nonvested share certificates into an escrow                
          account.  As the nonvested shares vested they were transferred to           
          petitioner.                                                                 
               According to the agreement and plan, when petitioner                   
          exercised the ISOs granted under option No. 117, he acquired                
          stockholder rights in all shares subject to the ISOs including              
          the nonvested shares held in escrow.  Pursuant to the agreement,            
          petitioner had the right to receive all “regular cash dividends”            
          on the nonvested shares held in escrow.                                     
               2. Section 83(b) Election                                              
               Petitioner timely filed a section 83(b) election in May 2000           
          for the 32,000 exercised shares granted under option No. 117.3              
          The section 83(b) election stated:  (1) Petitioner’s name,                  
          address, and Social Security number; (2) a description of the               
          stock with respect to which the election was made; (3) the date             
          the stock was transferred to petitioner and the taxable year in             
          which the election was made; (4) the nature of the restriction to           
          which the property was subject; (5) the FMV at the time the stock           
          was transferred with respect to which the election was being                


               3 A sec. 83(b) election must be filed no later than 30 days            
          after the date the property was transferred.  Sec. 1.83-2(b),               
          Income Tax Regs.                                                            





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