The exemption provided by § 4005.001 applies to the sale or distribution of a security without any public solicitation or advertisement if the sale or distribution is made:
(1) by an issuer of the security or any participating subsidiary of the issuer; and
(2) under a bona fide thrift, savings, stock purchase, retirement, pension, profit-sharing, option, bonus, appreciation right, incentive, or similar written compensation plan or written compensation contract established by the issuer or the issuer’s subsidiary for the benefit of:
(A) employees, directors, general partners, managers, or officers of the issuer or subsidiary;
(B) the issuer’s or subsidiary’s trustees, if the issuer or subsidiary is a business trust; or
(C) consultants or advisers who provide to the issuer or subsidiary bona fide services unrelated to the offer or sale of securities in a capital-raising transaction.