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summary of the most important terms set forth in the 1995 Plan.
A copy of the 1995 Plan was attached to and expressly
incorporated by reference into each of the stock option letter
agreements.
Although not mentioned by petitioners, we recognize that
section 7.5(iii) of the 1995 Plan states that irrevocable
instructions shall be given to pay not only the option price but
any withholding obligations as well and that the total amount
shown as due on the notice does not include any withholding tax.
We do not believe that this fact means that petitioner’s exercise
of his options was not effective on July 14, 2000. To be sure,
Primus considered petitioner to have met (and treated petitioner
as having met) all of the requirements to have exercised his
options in purchase of the stock on July 14, 2000. Primus issued
to petitioner the confirmations reporting that he had exercised
his options on that date, and it issued to him the Form W-2
valuing the stock as of that date. Primus’s view on the date on
which petitioner exercised his options is especially probative
here where, notwithstanding the applicability of section 7.5(iii)
of the 1995 Plan, section 7.5(iv) of the 1995 Plan allowed the
plan administrator to accept in exercise of the options any form
of consideration that it desired.
Moreover, by way of the notice, petitioner on July 14, 2000,
gave irrevocable instructions to Piper Jaffray to purchase Primus
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