Nield and Linda Montgomery - Page 15

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          (if sustained) would be recognized to such individual, the amount           
          includable in the taxpayer’s gross income shall not exceed the              
          excess (if any) of the amount realized on such sale or exchange             
          over the adjusted basis of such shares.                                     
               Section 422(d) imposes an annual limit on options that                 
          qualify as ISOs.  Section 422(d) provides:                                  
               SEC. 422(d).  $100,000 Per Year Limitation.--                          
                    (1) In general.--To the extent that the                           
               aggregate fair market value of stock with respect to                   
               which incentive stock options (determined without                      
               regard to this subsection) are exercisable for the 1st                 
               time by any individual during any calendar year (under                 
               all plans of the individual’s employer corporation and                 
               its parent and subsidiary corporations) exceeds                        
               $100,000, such options shall be treated as options                     
               which are not incentive stock options.                                 
                    (2) Ordering rule.--Paragraph (1) shall be                        
               applied by taking options into account in the order in                 
               which they were granted.                                               
                    (3) Determination of fair market value.--For                      
               purposes of paragraph (1), the fair market value of any                
               stock shall be determined as of the time the option                    
               with respect to such stock is granted.                                 
          In sum, when the aggregate fair market value of stock that a                
          taxpayer may acquire pursuant to ISOs that are exercisable for              
          the first time during any taxable year exceeds $100,000, such               
          options shall be treated as nonqualified stock options (NSOs)               
          under section 83 (as discussed in detail below).                            










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Last modified: May 25, 2011