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status has no effect If the grantee terminates employment before vesting, the cumulative estimate of compensation cost recorded in previous periods is reduced to zero by decreasing compensation cost in the period of forfeiture If there is a change in status of a grantee to or from that of an employee of the grantor while an outstanding stock option or award is retained by the grantee with a modi cation to the award at the time the status is changed, the modi ed award is treated under Opinion No 25 as a new award appropriate to the new status of the grantee Compensation cost thus measured is recognized in full over the remaining vesting (service) period, if any Compensation cost previously recognized for the forfeited award, if any, is adjusted to zero in the period of forfeiture A modi cation is deemed made if its terms would have required it to be forfeited on the change in status and the terms are then modi ed to continue the award The modi cation in effect reinstates or extends the life of the award as a new award to the grantee immediately after the change in status Similarly, a modi cation and an effective reinstatement of an award is made if the terms of the award (or underlying plan) provide for the award to continue at the discretion of the grantor and the grantee retains the award after the change in status As an exception, a change in grantee status from an employee to a nonemployee as a direct result of a spin-off does not change the grantor s accounting under Opinion No 25 This applies to only awards granted and outstanding, including adjustments to those awards, at the date of the spin-off This exception does not apply to other kinds of transactions, such as sale by a parent company of a large enough percentage of the shares of a subsidiary requiring the parent company to deconsolidate the subsidiary
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393 APPLICATION OF APB OPINION NO 25
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(a) NONCOMPENSATORY AND COMPENSATORY PLANS The APB Opinion No 25 provides that a plan must have the following four characteristics in order to be considered as noncompensatory: 1 Substantially all full-time employees meeting limited employment quali cations may participate (employees owning a speci ed percentage of the outstanding stock and executives may be excluded) 2 Stock is offered to eligible employees equally on the basis of a uniform percentage of salary or wages (the plan may limit the number of shares of stock that an employee may purchase through the plan) 3 The time permitted for exercise of an option or purchase right is limited to a reasonable period 4 The discount from the market price of the stock is no greater than would be reasonable in an offer of stock to stockholders or others Because Opinion No 25 refers to a plan that quali es under Section 423 of the US Internal Revenue Code as a noncompensatory plan, which permits discounts of up to 15 percent, such a plan has the characteristic required under item 4 Further, for a stock option with an exercise price xed at the date of grant, a discount of the exercise price of no more than 15 percent from the stock price on that date is reasonable for application of item 4 Section 423 of the US Internal Revenue Code permits a quali ed employee stock purchase plan to contain a look-back option A look-back option, for example, is a provision in an employee stock purchase plan that establishes the purchase price as the lesser of the stock s market price at the grant date or its market price at the exercise (purchase) date Because Opinion No 25 states that a plan that quali es under Section 423 is noncompensatory, a plan with a look-back option quali es as noncompensatory under Opinion No 25 A compensatory plan is any plan that does not have all four characteristics of a noncompensatory plan It should be recognized, however, that awards granted under compensatory plans do
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