Securities Exchange Act of 1934 — Section 16

December 20, 1991

Response of the Office of Chief Counsel
Division of Corporation Finance

Upon reconsideration of the Division's letter to you dated August 30, 1991, the Division will not view the discretionary acceleration by the plan administrator of the vesting period or exercisability of a stock option or other security as a cancellation of the existing security and the grant of a new security, for purposes of Rule 16b-3(c)(1). It should be noted, however, that a discretionary amendment of the terms of an option or other security, other than the acceleration of vesting or exercisability, may be deemed to be cancellation of the old security and grant of a new security. See, e.g., Release No. 34-29131 (April 26, 1991) n. 35.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/
fosterpepper122091-sec16.htm