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If shares are repurchased on exercise of a xed option award in excess of the number necessary to satisfy the employer s required tax withholding, a new measurement of compensation cost is required for the entire award Changes to the exercise price or the number of share of a xed stock option award as a result of an exchange of xed stock option awards in a business combination accounted for by the pooling of interests method have no accounting consequence if both of the following are met at the date of exchange: a The aggregate intrinsic value of the options immediately after the exchange is no greater than the aggregate intrinsic value of the options immediately before the exchange b The ratio of the exercise price per option to the market value per share is not reduced If those criteria are not met, a new measurement of compensation cost is required Vested stock options or awards issued by an acquirer in a business combination accounted for by the purchase method in exchange for outstanding awards held by employees of the acquiree are considered to be part of the purchase price paid by the acquirer for the acquiree and accounted for under FASB Statement No 141 The fair value of the new (acquirer) awards are included as part of the purchase price Unvested stock options or awards granted by an acquirer in a business combination accounted for by the purchase method in exchange for stock options or awards held by employees of the acquiree are considered to be part of the purchase price for the acquiree, and the fair value of the new (acquirer) awards are included in the purchase price However, to the extent that service is required after the consummation date of the acquisition in order to vest in the replacement awards, a portion of the intrinsic value (if any) of the unvested awards is allocated to unearned compensation and recognized as compensation cost over the remaining future vesting (service) period The amount allocated is based on the portion of the intrinsic value at the consummation date related to the future vesting (service) period The amount is calculated as the intrinsic value of the replacement awards at the consummation date multiplied by the fraction that is the remaining future vesting (service) period divided by the total vesting (service) period, which is the vesting period before the consummation date plus the remaining future period required to vest in the replacement award Any intrinsic value of the replacement awards allocated to unearned compensation cost is deducted from the fair value of the awards for purposes of the allocation of the purchase price to the other assets acquired Awards granted under a plan subject to shareholder approval generally are not deemed granted until approval is obtained, and, therefore, no measurement date can occur before then However, if management and the members of the board of directors control suf cient votes to approve the plan, a grant date and therefore a measurement date may be deemed to have occurred before shareholder approval, because approval then is merely a formality Deferred tax assets recognized for temporary differences related to stock options or awards under Opinion No 25 should not be adjusted for subsequent declines in the stock price Such assets are determined by the compensation expense recognized for nancial reporting rather than by reference to the expected future tax deduction, which would be estimated using the current intrinsic value of the award A valuation allowance to reduce the carrying amount of the assets is established only if the grantor expects future taxable income to be insuf cient to recover the assets in the periods in which the deduction would otherwise be recognized for tax purposes A cash bonus and a stock option award are accounted for as a combined award if payment by the grantor or refund by the employee of the cash bonus is contingent on exercise of the option award A cash bonus that is not xed and that is contingent on exercise of an option award is accounted for as a variable award A xed cash bonus that is contingent on exercise of a xed option award is accounted for as a combined xed award with the cash bonus reducing the stated exercise price of the option award A cash bonus, regardless of whether it is xed or variable, that is contingent on vesting of a stock option or award is accounted for as compensation cost separate from the stock option or award.

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As long as the couple are not stressed by the sexual position they use, there is no evidence of increased cardiac stress to a man or woman Man on top, woman on top, side to side, oral sex, and masturbation are cardiologically equivalent In homosexual relationships, other than casual, anal intercourse is not associated with increased cardiac stress provided proper lubrication is used and amyl nitrate ( poppers ) are not used in the presence of a phosphodiesterase type-5 (PDE-5) inhibitor

(v) Transfer of Stock or Assets to a Trustee, Agent, or Other Third Party states:

Paragraph 11(e)

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There is only a small myocardial infarction risk associated with sex The relative risk of a myocardial infarction (MI) during the two hours following sex is shown in Table 282 The baseline absolute risk of an MI during normal daily life is low one chance in a million per hour for

Transferring stock or assets to a trustee, agent, or other third party for distribution of stock to employees under the terms of an option, purchase, or award plan does not change the measurement date from a later date to the date of transfer unless the terms of the transfer provide that the stock (1) will not revert to the corporation, (2) will not be granted or awarded later to the same employee on terms different from or for services other than those speci ed in the original grant or award, and (3) will not be granted or awarded later to another employee

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This paragraph reinforces the principle that the measurement date is the rst date on which are known both (1) the number of shares that an individual employee is entitled to receive and (2) the option or purchase price, if any The authors are not aware of any awards that have been structured in a manner that has resulted in an acceleration of the otherwise determined measurement date as a result of the application of paragraph 11(e) (vi) Awards of Convertible Stock or Rights Paragraph 11(f) states:

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The measurement date for a grant or award of convertible stock (or stock that is otherwise exchangeable for other securities of the corporation) is the date in which the ratio of conversion (or exchange) is known unless other terms are variable at that date (paragraph 10b) The higher of the quoted market price at the measurement date of (1) the convertible stock granted or awarded or (2) the securities into which the original grant or award is convertible should be used to measure compensation

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