321. Restricted securities.

Employment-related securities are 'restricted securities' (or a 'restricted interest in securities') at the time of acquisition if:

  1.  

    (1)     there is any contract, agreement, arrangement or condition which imposes restrictions on the securities; and

  2.  

    (2)     the market value of the securities is less than it would be but for that provision1.

Relevant restrictions include those involving the transfer, reversion or forfeiture of the securities if certain conditions arise or do not arise, as well as restrictions on the freedom to dispose of the securities2. The reference to 'any contract, agreement' etc is to be purposively construed 'as being limited to provision