A Note discussing the safe harbor exemption from registration under Rule 701 of the Securities Act for equity securities issued as employee compensation. It discusses Rule 701 eligibility considerations, including the requirements for issuer, participant, and securities eligibility and issuer disclosure obligations. The Note also describes limitations on resales of securities sold under Rule 701 and the interaction between the Rule 701 exemption and the registration threshold under Section 12(g) of the Exchange Act.