Rev. Rul. 68-233

Corporation X had in operation qualified stock option plan within the meaning of section 422 of the Internal Revenue Code of 1954. On December 31, 1967, in a transaction qualifying as a reorganization under section 368(a)(1)(A) of the Code, corporation X and corporation Y consolidated under state law to form corporation Z , and as part of the consolidation agreement the qualified stock option plan of corporation X was to be continued as a qualified stock option plan of corporation Z . The consolidation agreement had been unanimously approved by the shareholders of corporations X and Y on November 29, 1967, and December 23, 1967, respectively. The only shareholders of corporation Z immediately following the statutory consolidation are those who were previously shareholders of corporations X and Y. Held, the approval by the shareholders of corporations X and Y of the statutory consolidation agreement that provided for the continuation by corporation Z of corporation X's qualified stock option plan is considered the adoption and approval of a new qualified stock option plan by corporation Z. Held further , since the approval of the plan by the shareholders of corporations X and Y was contingent on the statutory consolidation of the corporations, the date of adoption and approval of the plan for purposes of the ten-year requirement of section 422(b)(2) of the Code is the effective date of the statutory consolidation, December 31, 1967. See section 1.422-2(b)(2) of the Income Tax Regulations.