"[T]he proposed regulations [1] limit the circumstances in which the amount payable may be less than fair market value, thus creating uncertainty as to whether the stock right exemption allows a below fair market value repurchase price in other circumstances.... [2] do not address whether the parties to a change in control transaction may convert an in-the-money stock right into the right to receive payment of the stock right's intrinsic value (sometimes referred to as the 'spread') in the form of cash installments as and when the stock right would have vested absent the transaction ... [3] do not address whether payment terms in a short-term deferral agreement must satisfy the 'applicable 2-1/2 month period' deadline at all times from the inception of the agreement[.]"  MORE >>