$250,000 amount specified in subparagraph (A) 
to take into account national private sector 
wage growth (determined with respect to a base 
year of 2024). 
‘‘(c) SHARE RATIO.—For purposes of this section— 
‘‘(1) IN GENERAL.—The term ‘SHARE ratio’ 
means, with respect to any corporation for any tax-
able year, the ratio (expressed as a percentage) of— 
‘‘(A) the aggregate shares of common 
stock of such corporation which have been 
granted to participating employees of such cor-
poration pursuant to a SHARE plan during 
such taxable year or any prior taxable year, di-
vided by 
‘‘(B) the aggregate outstanding shares of 
common stock of such corporation (other than 
shares held by such corporation). 
‘‘(2) TREATMENT OF CERTAIN GRANTS BEFORE 
ESTABLISHMENT OF SHARE PLAN.—If such corpora-
tion demonstrates to the satisfaction of the Sec-
retary that, during the 10 years preceding the date 
of the enactment of this section, such corporation 
made grants of common stock to eligible employees 
of such corporation which were not in exchange for 
compensation (other than service as an employee), 
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such stock shall be taken into account under para-
graph (1)(A). 
‘‘(3) TREATMENT OF CONVERTIBLE STOCK.—In 
the case of any class of stock of any corporation 
which may be converted to common stock, such 
stock shall be taken into account as common stock 
under paragraphs (1)(B) and (2) on a fully diluted 
basis. 
‘‘(4) EXCLUSION OF INCENTIVE EQUITY.— 
‘‘(A) IN GENERAL.—Incentive equity shall 
not be taken into account under subparagraph 
(A) or (B) of paragraph (1) (including any 
stock which would otherwise be so taken into 
account by reason of paragraph (2) or (3)). 
‘‘(B) INCENTIVE
EQUITY.—For purposes 
of this paragraph, the term ‘incentive equity’ 
means any performance-based restricted stock 
granted to an employee of the corporation, any 
stock acquired pursuant to a performance-based 
incentive stock option granted to an employee 
of the corporation, or any similar grant of per-
formance-based stock or convertible equity. 
‘‘(5) TREATMENT OF FORFEITED STOCK.—In 
the case of any stock which is forfeited (by reason 
of a failure to vest or otherwise), such stock shall 
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not be taken into account under paragraph (1) after 
the second calendar year following the calendar year 
in which such stock is so forfeited. 
‘‘(d) SHARE PLAN.—For purposes of this section— 
‘‘(1) IN GENERAL.—The term ‘SHARE plan’ 
means, with respect to any corporation, a plan which 
provides for making periodic distributions of com-
mon stock of such corporation to each participating 
employee of such corporation (determined as the 
date of each such periodic distribution). 
‘‘(2) PARTICIPATING EMPLOYEES.— 
‘‘(A) IN
GENERAL.—The term ‘partici-
pating employee’ means, with respect to any 
corporation, any eligible employee of such cor-
poration who is treated as a participating em-
ployee under the terms of the plan. 
‘‘(B) 80-PERCENT REQUIREMENT.—A plan 
shall not be treated as a SHARE plan unless, 
with respect to each periodic distribution made 
under such plan, the lowest compensated 80 
percent of eligible employees of such corpora-
tion are participating employees with respect to 
such distribution. 
‘‘(3) ELIGIBLE EMPLOYEE.—The term ‘eligible 
employee’ means, with respect to any corporation, 
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any full-time employee who is based in the United 
States and who does not receive $250,000 or more 
in annual cash compensation from such corporation 
(determined without regard to SHARE plan stock). 
The $250,000 amount specified in the preceding 
sentence shall be adjusted as provided in subsection 
(b)(2)(B). 
‘‘(4) COMMON STOCK.— 
‘‘(A) IN
GENERAL.—The term ‘common 
stock’ means, with respect to any corporation, 
stock which has the same economic and voting 
rights as the most widely held (determined 
without regard to any stock issued under the 
SHARE plan) common stock of such corpora-
tion which has both economic and voting rights. 
‘‘(B) SUBSTITUTION OF INDEX-BASED MU-
TUAL FUNDS OR ETFS.—Shares of an index- 
based mutual fund or exchange traded fund 
shall be treated for purposes of this section in 
the same manner as shares of common stock 
issued by the corporation referred to in sub-
paragraph (A) in the same ratio that the fair 
market value of such shares of the index-based 
mutual fund or exchange traded fund bears to 
the fair market value of such shares of common 
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stock, determined as of the date that such 
shares of the index-based mutual fund or ex-
change traded fund are distributed to the em-
ployee. 
‘‘(5) DISTRIBUTION REQUIREMENTS.— 
‘‘(A) IN GENERAL.—A plan shall not be 
treated as a SHARE plan unless the distribu-
tions made under such plan— 
‘‘(i) are made without compensation 
(other than service as an employee), 
‘‘(ii) except as provided in subpara-
graph (B), are made in equal amounts to 
each participating employee (determined in 
the aggregate with respect to any calendar 
year and properly adjusted with respect 
any employee not employed at all times 
during such calendar year), 
‘‘(iii) vest in the employee after such 
period of employment of the employee by 
the distributing corporation as may be 
specified in such plan, except that the pe-
riod so specified— 
‘‘(I) may not exceed 5 years and 
the employer may elect whether to 
treat periods of employment occurring 
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before the establishment of the plan 
as counting toward such period, and 
‘‘(II) shall be treated as satisfied 
upon retirement, termination of em-
ployment without cause, or change in 
control of the corporation, and 
‘‘(iv) may be sold or transferred with-
out restriction once vested. 
‘‘(B) ADJUSTMENTS FOR PERIOD OF SERV-
ICE.—The requirement of subparagraph (A)(ii) 
shall be treated as met if such requirement is 
met when applied separately to groups of par-
ticipating employees divided (under the terms of 
the corporation’s SHARE plan) on the basis of 
the period for which such employees have been 
employed by the distributing corporation. 
‘‘(e) PUBLICATION BY TREASURY.—The Secretary 
shall make publicly available with respect to each taxable 
year a list of corporations which the Secretary has identi-
fied as SHARE corporations. 
‘‘(f) DEDUCTION FOR SHARE PLAN STOCK DIS-
TRIBUTIONS.—SHARE corporations shall be allowed a de-
duction equal to the fair market value (determined as of 
distribution) of stock distributed pursuant to a SHARE 
plan during the taxable year. 
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‘‘(g) CORPORATE RIGHT TO IMPLEMENT SHARE 
PLAN.—Notwithstanding any other provision of Federal, 
State, or local law, a corporation shall not be prevented 
or enjoined from, or subject to any monetary or other pen-
alty or damages for, establishing, maintaining, or making 
distributions of stock pursuant to, a SHARE plan. 
‘‘(h) AGGREGATION RULES.—In the case of any con-
trolled group (within the meaning of section 1563(a)), the 
Secretary may issue such regulations or other guidance 
as the Secretary determines to be appropriate for purposes 
of applying the provisions of this section to such group, 
including regulations or other guidance that coordinates 
or consolidates the SHARE plans of the corporations in 
such group or allows or requires employees of any corpora-
tion in such group to receive stock of another corporation 
in such group pursuant to such SHARE plans.’’. 
(b) CLERICAL AMENDMENT.—The table of sections 
for part II of subchapter A of chapter 1 of the Internal 
Revenue Code of 1986 is amended by redesignating the 
item relating to section 12 as an item relating to section 
13 and by inserting after the item relating to section 11 
the following new item: 
‘‘Sec. 12. Reduced rate of tax for corporations maintaining SHARE plans.’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply to taxable years beginning more 
than 1 year after the date of the enactment of this Act. 
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SEC. 3. DISTRIBUTIONS OF STOCK ISSUED UNDER SHARE 
PLANS EXCLUDED FROM GROSS INCOME. 
(a) IN GENERAL.—Part III of subchapter B of chap-
ter 1 of the Internal Revenue Code of 1986 is amended 
by inserting after section 139I the following new section: 
‘‘SEC. 139J. SHARE PLAN DISTRIBUTIONS. 
‘‘(a) IN GENERAL.—Gross income shall not include 
any SHARE plan stock received by an employee under a 
SHARE plan. 
‘‘(b) DEFINITIONS RELATED TO SHARE PLANS.— 
For purposes of this section— 
‘‘(1) SHARE PLAN.—The term ‘SHARE plan’ 
has the meaning given such term in section 12. 
‘‘(2) 
SHARE 
PLAN
STOCK.—The 
term 
‘SHARE plan stock’ means, with respect to any em-
ployee, stock received by such employee under a 
SHARE plan.’’. 
(b) CLERICAL AMENDMENT.—The table of sections 
for part III of subchapter B of chapter 1 of the Internal 
Revenue Code of 1986 is amended by inserting after the 
item relating to section 139I the following new item: 
‘‘Sec. 139J. SHARE plan distributions.’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply to stock received after the date 
of the enactment of this Act. 
Æ 
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