To amend the Internal Revenue Code of 1986 to exclude from gross income compensation received by employees consisting of qualified distributions of employer stock.

Amends the Internal Revenue Code to exclude from the gross income of an employee: (1) shares of employer securities received in a qualified employee stock distribution as compensation for services that do not exceed the lowest number of employer securities received by any employee in such distribution; (2) any gain on such securities if held by an employee for not less than 10 years; and (3) in the case of any qualified disposition of an employer security that meets such 10-year holding requirement, any gain on so much stock acquired during the 60-day period beginning on the date of such disposition as does not exceed the fair market value of the employer security so disposed.

Allows employers a tax deduction for the fair market value of securities transferred in a stock distribution. Requires an employee to recapture in gross income the amount of employer securities excluded from gross income if such securities are disposed of within five years after receipt.