> If you can’t liquidate your shares (and may never be able to), but you get taxed on the spread between 409A valuation / strike price, you could easily become

> If you can’t liquidate your shares (and may never be able to), but you get taxed on the spread between 409A valuation / strike price, you could easily become bankrupt or go heavily into debt. This is already the case. What the bill would have changed: it would have taxed this at the point of vesting, rather than the point of exercise.