Which of the following conditions is not required for an employee stock purchase plan to be non-compensatory?

A.

The discount is not larger than 5% of the open market price.

B.

After the plan is established, there is a maximum one month period to elect to participate in the plan.

C.

The plan is made available to substantially all employees.

D.

Top-level employees may purchase no more than a set percentage of shares available.