Section 69W-500.017 - Compensatory Benefit Plan Exemption(1) Transactions involving the offer or sale of a security pursuant to a written compensatory benefit plan (or a written compensation contract) or similar plan established by the issuer, its parent, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent, for the participation of their employees, directors, general partners, trustees, officers, or consultants and advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders, are exempt from the registration provisions of section 517.07, F.S., if: (a) The sale of the security meets all of the requirements of SEC Rule 701 (17 C.F.R. § 230.701), which is incorporated by reference by rule 69W-200.002, F.A.C.;(b) The security is sold pursuant to a plan of a type exempt under section 3(a) of the Securities Act of 1933 ( 15 C.F.R. §77c .(a)), which is incorporated by reference by rule 69W-200.002, F.A.C.; or(c) The security is effectively registered under sections 6 to 8 of the Securities Act of 1933 (15 U.S.C. §§ 77f through h), and is offered and sold in compliance with the provisions of section 5 of the Securities Act of 1933 (15 U.S.C. § 77e), which are incorporated by reference in rule 69W-200.002, F.A.C.(2) For the purposes of this rule, the terms "compensatory benefit plan" and "family member," shall have the same meanings as defined in SEC Rule 701 (17 C.F.R. § 230.701).(3) The purpose of this rule is to provide an exemption from the registration requirements of section 517.07, F.S., for securities issued in compensatory circumstances. This exemption is not available for plans or schemes to circumvent this purpose, such as to raise capital or to evade the registration provisions of section 517.07, F.S.(4) Issuers and persons making offers and sales of securities that are exempt pursuant to this rule are exempt from the registration requirements of section 517.12, F.S., provided that: (a) All sales of securities are made by a partner, officer, director, trustee of the issuer, its parent, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent, or any person employed by any of the foregoing who primarily performs substantial duties for, on behalf of any of the foregoing, other than in connection with transactions in securities; and,(b) No commission or compensation is paid to any person for the sale of the issuer's securities unless such person is registered as a dealer in this state. For the purposes of this rule, regular compensation paid to employees of the issuer for the performance of duties not in connection with transactions in securities shall not be deemed compensation for the sale of the issuer's securities.Fla. Admin. Code Ann. R. 69W-500.017
Rulemaking Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS.
New 11-25-01, Formerly 3E-500.017, Amended 9-30-10, Amended by Florida Register Volume 40, Number 175, September 9, 2014 effective 9/22/2014.New 11-25-01, Formerly 3E-500.017, Amended 9-30-10, 9-22-14.