Section 424 | Exceptions ^F1

(1)Employment-related securities are not restricted securities or a restricted interest in securities by reason only that any one or more of the following is the case—^F2

(a)the employment-related securities (or the securities in which they are an interest) are unpaid or partly paid shares which may be forfeited for non-payment of calls and there is no restriction on the meeting of calls by the person by whom they are held, or^F2F3

(b)that person may be required to offer for sale or transfer the employment-related securities on the employee ceasing, as a result of misconduct, to be employed by the employer or a person connected with the employer, or^F2

(c)Repealed^F2

(2)Subsection (1) does not apply if the main purpose (or one of the main purposes) of the arrangements under which the right or opportunity to acquire the employment-related securities is made available is the avoidance of tax or national insurance contributions.^F4