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stock options public companies

FASB ASC Topic is based on the underlying accounting principle that compensation cost resulting from share-based payment transactions be recognized in financial statements at fair value. FASB ASC Topic addresses a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. FASB ASC Topic replaces guidance as originally issued inthat established as preferable, but did not require, a fair-value-based method of accounting for share-based payment transactions with employees. The staff believes the guidance in this SAB will assist issuers in their initial implementation of FASB ASC Topic and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. Different conduct, conclusions or methodologies by different issuers in a given situation does not of itself raise an inference that any options those issuers is acting unreasonably. While the zone of reasonable conduct is not unlimited, the staff expects that it will be rare when there is only one acceptable choice in estimating the fair value of share-based payment arrangements under the provisions of FASB ASC Topic and the interpretive guidance provided by this SAB in any given situation. In addition, as discussed in the Interpretive Response to Question 1 of Section C, Valuation Methods, estimates of fair value are not intended to predict actual future events, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made under FASB ASC Topic Over time, as issuers and accountants gain more experience in applying FASB ASC Topic and the guidance provided in this SAB, the staff anticipates that particular approaches may begin to emerge as best practices and that the range of reasonable conduct, conclusions and methodologies will likely narrow. Are share-based payment transactions with nonemployees included in the scope of FASB ASC Topic ? Only certain aspects of the accounting for share-based payment transactions with nonemployees are explicitly addressed by FASB ASC Topic FASB ASC Topic does not supersede any of the authoritative literature that specifically addresses accounting for share-based payments with nonemployees. For example, FASB ASC Topic does not specify the measurement date for share-based payment transactions with nonemployees when the measurement of the transaction is based on the fair value of the equity instruments issued. With respect to questions regarding nonemployee arrangements that are not specifically addressed in other authoritative literature, the staff believes that the application of guidance in FASB ASC Topic would generally result in relevant and reliable financial statement information. As such, the staff believes it would generally be appropriate for entities to apply the guidance in FASB ASC Topic by analogy to share-based payment transactions with nonemployees unless other authoritative accounting literature more clearly addresses the appropriate accounting, or the application of the guidance in FASB ASC Topic would be inconsistent with the terms of the instrument issued to a nonemployee in a share-based payment arrangement. The staff encourages registrants that have additional questions related to accounting for share-based payment transactions with nonemployees to discuss those questions with the staff. Company A is a nonpublic entity 8 that first files a registration statement with the SEC to register its equity securities for sale in a public market on January 2, 20X8. Company A is considered a public entity on January 2, 20X8 when it makes its initial filing with the SEC in preparation for the sale of its shares in a public market. How should Company A account for the share options that were granted to its employees prior to January 2, 20X8 for which the requisite service has not been rendered by January 2, 20X8? Prior to becoming a public entity, Company A had been assigning value to its share options under the calculated value method. The staff believes that Company A should continue to follow that approach for those share options that were granted prior to January 2, 20X8, unless those share options are subsequently modified, repurchased or cancelled. For example, if Company A modified the share options on February 1, 20X8, any incremental compensation cost would be measured under FASB ASC subparagraph aas the fair value of the modified share options over the fair value of the original share options measured immediately before the terms were modified. How should Company A account for its liability awards granted to its employees prior to January 2, 20X8 which are fully vested but have not been settled by January 2, 20X8? As a nonpublic entity, Company A had elected to measure its liability awards subject to FASB ASC Topic at intrinsic value. After becoming a public entity, may Company A retrospectively apply the fair-value-based method to its awards that were granted prior to the date Company A became a public entity? The staff does not believe it is appropriate for Company A to apply the fair-value-based method on a retrospective basis, because it would require the entity to make estimates of a prior period, which, due to hindsight, may vary significantly from estimates that would have been made contemporaneously in prior public. Upon becoming a public entity, what disclosures should Company A consider in addition to those prescribed by FASB ASC Topic ? In addition, Company A should consider the applicability of SEC Release No. FASB ASC paragraph Compensation — Stock Compensation Topic indicates that the measurement objective for equity instruments awarded to employees is to estimate at the grant date the fair value of the equity instruments the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The Topic also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in a share-based payment transaction with employees. The staff understands that estimates of fair value of employee share options, while derived from expected value calculations, cannot predict actual future events. The estimate of fair value should reflect the assumptions marketplace participants would use in determining how much to pay for an instrument on the date of the measurement generally the grant date for equity awards. For example, valuation techniques used in estimating the fair value of employee share options may consider information about a large number of possible share price paths, while, of course, only one share price path will ultimately emerge. In order to meet the fair value measurement objective in FASB ASC Topicare certain valuation techniques preferred over others? FASB ASC paragraph clarifies that the Topic does not specify a preference for a particular valuation technique or model. As stated in FASB ASC paragraph in order to meet the fair value measurement objective, a company should select a valuation technique or model that a is applied in a manner consistent with the fair value measurement objective and other requirements of FASB ASC Topicb is based on established principles of financial economic theory and generally applied in that field and c reflects all substantive characteristics of the instrument. The chosen valuation technique or model must meet all three of the requirements stated above. In valuing a particular instrument, certain techniques or models may meet the first and second criteria but may not meet the third criterion because the techniques or models are not designed to reflect certain characteristics contained in the instrument. Options example, for a share option in which the exercisability is conditional on a specified increase in the price of the underlying shares, the Black-Scholes-Merton closed-form model would not generally be an appropriate valuation model because, while it meets both the first and second criteria, it is not designed to take into account that type of market condition. Further, the staff understands that a company may consider multiple techniques or models that meet the fair value measurement objective before making its selection as to the appropriate technique or model. For example, a company is not required to use a lattice model simply because that model was the most complex of the models the company considered. In subsequent periods, may a company change the valuation technique or model chosen to value instruments with similar characteristics? As long as the new technique or model meets the fair value measurement objective as described in Question 2 above, the staff would not object to a company changing its valuation technique or model. As such, a company would not be required to file a preferability letter from its independent accountants as described in Rule b 6 of Regulation S-X when it changes valuation techniques or models. Disclosure in the footnotes of the basis for any change in technique or model would be appropriate. Must every company that issues share options or similar instruments hire an outside third party to assist in determining the fair value of the share options? The staff is providing guidance in the following sections related to the expected volatility and expected term assumptions to assist public entities in applying those requirements. The staff understands that companies may refine their estimates of expected volatility and expected term as a result of the guidance provided in FASB ASC Topic and in sections 1 and 2 below. Changes in assumptions during the periods presented in the financial statements should be disclosed in the footnotes. The higher the volatility, the more the returns on the share can be expected to vary — up or down. Company B is a public entity whose common shares have been publicly traded for over twenty years. Company B grants share options on January 2, 20X6. What should Company B consider when estimating expected volatility for purposes of measuring the fair value of its share options? FASB ASC Topic does not specify a particular method of estimating expected volatility. However, the Topic does clarify that the objective in estimating expected volatility is to ascertain the assumption about expected volatility that marketplace participants would likely use in determining an exchange price for an option. The staff believes that companies should make good faith efforts to identify and use sufficient information in determining whether taking historical volatility, implied volatility or a combination of both into account will result in the best estimate of expected volatility. The staff believes companies that have appropriate traded financial instruments from which they can derive an implied volatility should generally consider this measure. See the Interpretive Responses to Questions 3 and 4 below. The process used to gather and review available information to estimate expected volatility should be applied consistently from period to period. When circumstances indicate the availability of new or different information that would be useful in estimating expected volatility, a company should incorporate that information. What should Company B consider if computing historical volatility? The following should be considered in the computation of historical volatility:. FASB ASC subparagraph a indicates entities should consider historical volatility over a period generally commensurate with the expected or contractual term, as applicable, of the share option. The staff believes Company B could utilize a period of historical data longer than the expected or contractual term, as applicable, if it reasonably believes the additional historical information will improve the estimate. For example, assume Company B decided to utilize a Black-Scholes-Merton closed-form model to estimate the value of the share options granted on January 2, 20X6 and determined that the expected term was six years. Company B would not be precluded from using historical data longer than six years if it concludes that data would be relevant. FASB ASC subparagraph d indicates an entity should use appropriate and regular intervals for price observations based on facts and circumstances that provide the basis for a reasonable fair value estimate. Accordingly, the staff believes Company B should consider the frequency of the trading of its shares and the length of its trading history in determining the appropriate frequency of price observations. The staff believes using daily, companies or monthly price observations may provide a sufficient basis to estimate expected volatility if the history provides enough data points on which to base the estimate. The objective in estimating expected volatility is to ascertain the assumptions that marketplace participants would likely use in determining an exchange price for an option. For example, if Company B has recently announced a merger with a company that would change its business risk in the future, then it should consider the impact of the merger in estimating the expected volatility if it reasonably believes a marketplace participant would also consider this event. The staff believes that if Company B disregards a period of historical volatility, it should be prepared to support its conclusion that its historical share price during that previous period is not relevant to estimating expected volatility due to one or more discrete and specific historical events and that similar events are not expected to occur during the expected term of the share option. The staff believes these situations would be rare. What should Company B consider when evaluating the extent of its reliance on the implied volatility derived from its traded options? To achieve the objective of estimating expected volatility as stated in FASB ASC paragraphs throughthe staff believes Company B generally should consider the following in its evaluation: The staff believes Company B should consider the volume of trading in its underlying shares as well as the traded options. Company B should synchronize the variables used to derive implied volatility. For example, to the extent reasonably practicable, Company B should use market prices either traded prices or the average of bid and asked quotes of the traded options and its shares measured at the same point in time. This measurement should also be synchronized with the grant of the employee share options; however, when this is not reasonably practicable, the staff believes Company B should derive implied volatility as of a point in time as close to the grant of the employee share options as reasonably practicable. The staff believes that when valuing an at-the-money employee share option, the implied volatility derived from at- or near-the-money traded options generally would be most relevant. The staff believes that when valuing an employee share option with a given expected or contractual term, as applicable, the implied volatility derived from a traded option with a similar term would be the most relevant. In general, the staff companies more reliance on the implied volatility derived from a traded option would be expected the closer the remaining term of the traded option is to the expected or contractual term, as applicable, of the employee share option. Are there situations in which it is acceptable for Company B to rely exclusively on either implied volatility or historical volatility in its estimate of expected volatility? The objective of estimating volatility, as stated in FASB ASC Topicis to ascertain the assumption about expected volatility that marketplace participants would likely use in determining a price for an option. The staff would not object to Company B placing exclusive reliance on implied volatility when the following factors are present, as long as the methodology is consistently applied:. The staff would not object to Company B placing exclusive reliance on historical volatility when the following factors are present, so long as the methodology is consistently applied:. For example, at a minimum, the staff would expect Company B to disclose whether it used only implied volatility, historical volatility, or a combination of both. In addition, Company B should consider the applicability of SEC Release No. The staff would expect such disclosures to include an explanation of the method used to estimate the expected volatility of its share price. Company C is a newly public entity with limited historical data on the price of its publicly traded shares and no other traded financial instruments. Company C believes that it does not have sufficient company specific information regarding the volatility of its share price on which to base an estimate of expected volatility. What other sources of information should Company C consider in order to estimate the expected volatility of its share price? FASB ASC Topic provides guidance on estimating expected volatility for newly public and nonpublic entities that do not have company specific historical or implied volatility information available. In making its determination as to similarity, Company C would likely consider the industry, stage of life public, size and financial leverage of such other entities. The staff would not object to Company C looking to an industry sector index e. After similar entities have been identified, Company C should continue to consider the volatilities of those entities unless circumstances change such that the identified entities are no longer similar to Company C. Until Company C has sufficient information available, the staff would not object to Company C basing its estimate of expected volatility on the volatility of similar entities for those periods for which it does not have sufficient information available. The staff believes the estimate of expected term should be based on the facts and circumstances available in each particular case. Consistent with our guidance regarding reasonableness immediately preceding Topic A, the fact that other possible estimates are later determined to have more accurately reflected the term does not necessarily mean that the particular choice was unreasonable. The staff reminds registrants of the expected term disclosure requirements described in FASB ASC subparagraph f 2 i. Company D utilizes the Black-Scholes-Merton closed-form model to value its share options for the purposes of determining the fair value of the options under FASB ASC Topic Company D recently granted share options to its employees. Based on its review of stock factors, Company D determines that the expected term of the options is six years, which is less than the contractual term of ten years. When determining the fair value of the share options in accordance with FASB ASC Topicshould Company D consider an additional discount for nonhedgability and nontransferability? FASB ASC paragraph indicates that nonhedgability and nontransferability have the effect of increasing the likelihood that an employee share option will be exercised before the end of its contractual term. Nonhedgability and nontransferability therefore factor into the expected term assumption in this case reducing the term assumption from ten years to six yearsand the expected term reasonably adjusts for the effect of these factors. Accordingly, the staff believes that no additional reduction in the term assumption or other discount to the estimated fair value is appropriate for these particular factors. Should forfeitures or terms that stem from forfeitability be factored into the determination of expected term? FASB ASC Topic indicates that the expected term that is utilized as an assumption in a closed-form option-pricing model or a resulting output of a lattice option pricing model when determining the fair value of the share options should not incorporate restrictions or other terms that stem from the pre-vesting forfeitability of the instruments. Under FASB ASC Topicthese pre-vesting restrictions or other terms are taken into account by ultimately recognizing compensation cost only for awards for which employees render the requisite service. The vesting period forms the lower bound of the estimate of expected term. FASB ASC paragraph indicates that an entity shall aggregate individual awards into relatively homogenous groups with respect to exercise and post-vesting employment termination behaviors for the purpose of determining expected term, regardless of the valuation technique or model used to estimate the fair value. How many groupings are typically considered sufficient? As it relates to employee groupings, the staff believes that an entity may generally make a reasonable fair value estimate with as few as one or two groupings. What approaches could a company use to estimate the expected term of its employee share options? A company may also conclude that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. This may be the case for a variety of reasons, including, but not limited to, the life of the company and its relative stage of development, past or expected structural changes in the business, differences in terms of past equity-based share option grants, 72 or a lack of variety of price paths that the company may have experienced. FASB ASC Topic describes other alternative sources of information that might be used in those cases when a company determines that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. For example, a lattice model which by definition incorporates multiple price paths can be used to estimate expected term as an input into a Black-Scholes-Merton closed-form model. While such comparative information may not be widely available at present, the staff understands that various parties, including actuaries, valuation professionals and others are gathering such data. Company E grants equity share options to its employees that have the following basic characteristics: Company E utilizes the Black-Scholes-Merton closed-form model for valuing its employee share options. As noted above, the staff understands that an entity that is unable to rely on its historical exercise data may find that certain alternative information, such as exercise data relating to employees of other companies, is not easily obtainable. As such, some companies may encounter difficulties in making a refined estimate of expected term. Examples of situations in which the staff believes that it may be appropriate to use this simplified method include the following:. The staff understands that a company may have sufficient historical exercise data for some of its share option grants but not for others. In such cases, the staff will accept the use of the simplified method for only some but not all share option grants. The staff also does not believe that it is necessary for a company to consider using a lattice model before it decides that it is eligible to use this simplified method. If a company uses this simplified method, the company should disclose in the notes to its financial statements the use of the method, the reason why the method was used, the types of share option grants for which the method was used if the method was not used for all share option companies, and the periods for which the method was used if the method was not used in all periods. Companies that have sufficient historical share option exercise experience upon which to estimate expected term may not apply this simplified method. In addition, this simplified method is not intended to be applied as a benchmark in evaluating the appropriateness of more refined estimates of expected term. Also, as noted above in Question 5, the staff believes that more detailed external information about exercise behavior will, over time, become readily available to companies. As such, the staff does not expect that such a simplified method would be used for share option grants when more relevant detailed information becomes widely available. Certain financial instruments awarded in conjunction with share-based payment arrangements have redemption features that require settlement by cash or other assets upon the occurrence of events that are outside the control of the issuer. Under that guidance, most instruments with redemption features that are outside the control of the issuer are required to be classified as liabilities; however, some redeemable instruments will qualify for equity classification. Under a share-based payment arrangement, Company F grants to an employee shares or share options that all vest at the end of four years cliff vest. Company F has determined that the shares or share options would be classified as equity instruments under the guidance of FASB ASC Topic However, under ASR and related guidance, the instruments would be considered to be redeemable for cash stock other assets upon the occurrence of events e. While the instruments are subject to FASB ASC Topic83 is ASR and related guidance applicable to instruments issued under share-based payment arrangements that are classified as equity instruments under FASB ASC Topic ? When an instrument ceases to be subject to FASB ASC Topic and becomes subject to the recognition and measurement requirements of other applicable GAAP, the staff believes that the company should reassess the classification of the instrument as a liability or equity at that time and consequently may need to reconsider the applicability of ASR How should Company F apply ASR stock related guidance to the shares or share options granted under the share-based payment arrangements with employees that may be unvested at the date of grant? Under FASB ASC Topicwhen compensation cost is recognized for instruments classified as equity instruments, additional paid-in-capital 85 is increased. If the award is not fully vested at the grant date, compensation cost is recognized and additional paid-in-capital is increased over time as services are rendered over the requisite service period. The staff believes Company F should present as temporary equity at each balance sheet date an amount that is based on the redemption amount of the instrument, but takes into account the proportion of consideration received in the form of employee services. Would the methodology described for employee awards in the Interpretive Response to Question 2 above apply to nonemployee awards to be issued in exchange for goods or services with similar terms to those described above? A for a discussion of the application of the principles in FASB ASC Topic to nonemployee awards. The staff believes it would generally be appropriate to apply the methodology described in the Interpretive Response to Question 2 above to nonemployee awards. Company G utilizes both cash and share-based payment arrangements to compensate its employees and nonemployee service providers. Company G would like to emphasize in its income statement the amount of its compensation that did not involve a cash outlay. How should Company G present in its income statement the non-cash nature of its expense related to share-based payment arrangements? The staff believes Company G should present the expense related to share-based payment arrangements in the same line or public as cash compensation paid to the same employees. Company K is a manufacturing company that grants share options to its production employees. As such, Company K is required to initially capitalize the cost of the share option grants to these production employees as inventory and later recognize the cost in the income statement when the inventory is consumed. If Company K elects to adjust its period end inventory balance for the allocable amount of share-option cost through a period end adjustment to its financial statements, instead of incorporating the share-option cost through its inventory costing system, would this be considered a deficiency in internal controls? FASB Options TopicCompensation — Stock Compensation, does not prescribe the mechanism a company should use to incorporate a portion of share-option costs in an inventory-costing system. The staff believes Company K may accomplish this through a period end adjustment to its financial statements. Company K should establish appropriate controls surrounding the calculation and recording of this period end adjustment, as it would any other period end adjustment. If these features i. The staff would expect an entity that becomes a public entity and had previously measured its share options under the calculated value method to be able to support its previous decision to use calculated value and to provide the disclosures required by FASB ASC subparagraph f 2 ii. The staff believes that because Company A is a public entity as of the date of the modification, it would be inappropriate to use the calculated value method to measure the original share options immediately before the terms were modified. For example, changing a technique or model from period to period for the sole purpose of lowering the fair value estimate of a share option would not meet the fair value measurement objective of the Topic. Implied volatility is derived by entering the market price of the traded financial instrument, along with assumptions specific to the financial options being valued, into a model based on a constant volatility estimate e. The staff believes the derivation of implied volatility from other than simple instruments e. Accordingly, the staff believes methods that place extreme emphasis on the most recent periods may be inconsistent with this guidance. The volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. In addition, FASB ASC paragraph indicates that assumptions used to estimate the fair value of instruments granted to employees should be determined in a consistent manner from period to period. Hull Prentice Hall, 5th Edition, In addition, the staff believes that because near-the-money options are generally more actively traded, they may provide a better basis for deriving implied volatility. If a company considers the entire term structure in deriving implied volatility, the staff would expect a company to include some options in the term structure with a remaining maturity of six months or greater. Food and Drug Administration approval for the sale of a new prescription drug. The staff believes that at least two years of daily or weekly historical data could provide a reasonable basis on which to base an estimate of expected volatility if a company has no reason to believe that its future volatility will differ materially during the expected or contractual term, as applicable, from the volatility calculated from this past information. If the expected or contractual term, as applicable, of a share option is shorter than two years, the staff believes a company should use daily or weekly historical data for at least the length of that applicable term. Such literature includes J. Academic research suggests two such groups might be executives and non-executives. A study by S. Huddart found executives and other senior managers to be significantly more patient in their exercise behavior than more junior employees. Employee rank was proxied for by the number of options issued to that employee. Theory and Evidence Kluwer, Boston, MA,pp. The mean time to exercise after grant was 5. Other research on executive options includes but is not limited to J. Carr Bettis; John M. Bizjak; and Michael L. One of the few studies on nonexecutive employee options the staff is aware of is S. That rule requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable 1 at a fixed or determinable price on a fixed or determinable date, 2 at the option of the holder, or 3 upon the occurrence of an event that is not solely within the control of the issuer. See FASB ASC paragraphwhich states, in part: Thus, the net cash outflow from the arrangement would be equal to the intrinsic value of the share option. In situations where there would be no cash inflows from the share option holder, the cash required to be paid to redeem the underlying shares upon the exercise of the put option would be the redemption value. Codification of Staff Accounting Bulletins Topic Share-Based Payment Transactions with Nonemployees Question: Transition from Nonpublic to Public Entity Status Facts: Valuation Methods FASB ASC paragraph Compensation — Stock Compensation Topic indicates that the measurement objective for equity instruments awarded to employees is to estimate at the grant date the fair value of the equity instruments the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The following should be considered in the computation of historical volatility: Amount of Historical Data — FASB ASC subparagraph a indicates entities should consider historical volatility over a period generally commensurate with the expected or contractual term, as applicable, of the share option. Frequency of Price Observations — FASB ASC subparagraph d indicates an entity should use appropriate and regular intervals for price observations based on facts and circumstances that provide the basis for a reasonable fair value estimate. Consideration of Future Events — The objective in estimating expected volatility is to ascertain the assumptions that marketplace participants would likely use in determining an exchange price for an option. Volume of Market Activity — The staff believes Company B should consider the volume of trading in its underlying shares as well as the traded options. Synchronization of the Variables — Company B should synchronize the variables used to derive implied volatility. Similarity of the Exercise Prices — The staff believes that when valuing an at-the-money employee share option, the implied volatility derived from at- or near-the-money traded options generally would be most relevant. Similarity of Length of Terms — The staff believes that when valuing an employee share option with a given expected or contractual term, as applicable, the implied volatility derived from a traded option with a similar term would be the most relevant. The staff would not object to Company B placing exclusive reliance on implied volatility when the following factors are present, as long as the methodology is consistently applied: The staff would not object to Company B placing exclusive reliance on historical volatility when the following factors are present, so long as the methodology is consistently applied: A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. FASB ASC TopicCompensation — Stock Compensation, and Certain Redeemable Financial Instruments Certain financial instruments awarded in conjunction with share-based payment arrangements have redemption features that require settlement by cash or other assets upon the occurrence of events that are outside the control of the issuer. Classification of Compensation Expense Associated with Share-Based Payment Arrangements Facts: Removed by SAB 8889 H. Removed by SAB 90919293 I. Capitalization of Compensation Cost Related to Share-Based Payment Arrangements Facts: Removed by SAB 969798 K. Removed by SAB 99, L. Removed by SAB, M. Removed by SAB 1 FASB ASC paragraphs through

What are stock options?

What are stock options? stock options public companies

4 thoughts on “Stock options public companies”

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