Stock Purchase Program

[jpod]

Employer wishes to roll out a plan that will allow employees to purchase stock at a deep discount; purchase price is $1 and FMV is a few dollars more than that. The stock, if purchased, will be subject to vesting conditions. If shares are forfeited, employee gets his/her $1 back, and nothing more. The window for exercising the "option" to purchase the stock will be very short: only a couple of months from the time that the program is announced, and the entire "option" period is within a single calendar year. There is no other feature that would provide for the deferral of compensation. Although this does not satisfy the exemption in the regs for stock options, isn't it exempt because there is no deferral of compensation involved?