Startup Law

Stock Options vs. RSUs

What are Restricted Stock Units or RSUs?.

Also, why not just stick with stock options? A traditional RSU has pros and cons relative to standard stock options. But you can structure RSUs for your private company where they have almost all of the benefits of stock options and only one real drawback. RSUs vs. Stock Options. One of the best ways for private company CFOs to understand Stock Options Vs Rsu Tax; Federal income tax withholdingThere is no tax advantage whatsoever in holding the RSUs after they vest. Readers noticed that the plan called for only one investment:!

Exercising Incentive Stock Options (ISOs)

 · An RSU or a restricted stock award or a stock option? RSUs vs. Restricted Stock vs. Stock Options. The short answer is–RSUs are generally not a good idea in the early stage or startup company setting, and whether an option is better than a restricted stock award depends on two

The expectation is that the stock price will increase so that you can earn the difference between the prices. Alternatively, you can hold on to the shares if you believe the stock price will continue to increase.

Similarly, if you leave the company before exercising your stock options, you will likely lose your rights to them. Restricted stock units are another form of compensation that may involve the transfer of stocks.

Companies, particularly start-ups, often offer executives a percentage of their salaries in RSUs, often as an incentive for increasing the company's stock value. The employer grants the stock to you at no cost or very little cost, sometimes as low as a penny per share. With an RSU, your employer promises to pay you with shares or the cash value of the shares if you meet certain conditions, often including a vesting period with the company. RSUs are valued through the number of shares within the unit and the stock price at the time of the grant.

They also come with a required holding time, and often you must meet certain performance goals. As with stock options, you may forfeit your right to exercise an RSU if you leave the company. The main difference between an RSU and a stock option is that the former may result in a direct cash outlay, whereas, in the latter case, you get shares.

Of course, if you have a stock option you can choose to turn the stock into cash when you receive the option. If you have an RSU, depending on the agreement, you may not be able to receive stock, as the company may restrict you to receiving cash. Good luck and have fun out there! This is excellent Joe. I think your summary gives people a foundation to decide what makes the best sense. Another big issue for startups and equity awards is documenting them correctly and in real time! They need to be treated with the same care as share issuances.

I often see this advice to find a good tax advisor or lawyer for this sort of thing. But I see much less advice on how to choose such a professional. State Equity Crowdfunding vs. The Taxation of Stock Options Stock options are not taxable upon receipt, as long as they are priced at fair market value. The Taxation of Restricted Stock Awards Restricted stock awards can either be taxable upon receipt by making an 83 b election or will be taxable upon vesting if no 83 b election is made.

What Should You Do? One thing you could do is lobby your Congressional representatives to change the law. As Fred Wilson said , and I agree with him: No Yes, if vested or an 83 b election is made No, as long as priced at fair market value Taxation Upon Vesting?

Yes, because usually shares are delivered upon vesting; and there is ordinary income at that time at the then value of the shares. Yes, if subject to vesting and no 83 b election was made No, as long as priced at fair market value Taxation Upon Settlement or Exercise?

What most of these forms of compensation have in common, however, is this: Indeed, an unpublished decision by the Appeals Court, Brookes v. Brookes , characterizing stock options and RSUs as being part of the same family, and in most cases, Massachusetts courts are likely to treat the various forms of equity compensation that combine stock shares and a vesting period in a similar fashion. In some divorces, this asset vs. While many attorneys have long understood that a choice must be made between treating unvested shares as assets vs.

Before the Ludwig decision, which I discuss more fully below, a clearly-defined guidepost for resolving whether unvested stock shares were assets or income was unavailable.

However, two cases, Baccanti v. Morton and Wooters v. Wooters , shed light on the question. To understand Ludwig , it is helpful to review the prior decisions. Morton , the Court held that unvested stock options can be divided as assets in a divorce, but acknowledged that unvested stock options that were granted to an employee just before a divorce can be treated differently than stock options that are close to vesting at the time of the divorce.

In short, if an employee received a grant of stock options with a 5-year vesting period one month before the divorce, the Baccanti court held that only a small portion of these brand new stock options should be divided equally, as assets in a divorce. Conversely, if the stock options were granted 5 years earlier, and would vest one month after the divorce is finalized, then most of these almost-vested shares should be divided as assets in a divorce.

Under Baccanti , a certain portion of unvested shares will be treated as assets and divided in a Massachusetts divorce. What Baccanti did not specify, however, was how shares that were excluded from the division of assets should be treated with respect to the future payment of child support or alimony.

Reader Interactions

On our initial call, John mentioned that he had given many of his key employees RSUs instead of options.

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Now, almost all companies compensate at least a portion of their employees with equity incentives.

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