ISO'sNon-Statutory Plans Subject to ERISA?

[Guest Mr. Joseph]

Company wants to adopt a statutory Incentive Stock Option plan under section 422. Company will also adopt a Non-statutory incentive stock option plan for some non-managment employees. If too many employees participate in the plan,won't that subject the plan to ERISA? Don't the plans have to be limited solely to key managment employees in order to be exempt from ERISA? Can anyone list the

statutory exemption for an ISO and also a non-statutory plan to fall outside of ERISA? Any resources to look at?:confused: