When companies want to compensate employees beyond salaries and bonuses, they often grant incentives like stock options and restricted shares. Stock options give employees the right to buy the company's stock at a pre-set strike price. The value of a stock option is the current price of the stock minus the option strike price. Restricted shares are shares of the company stock that vest, or become available, to an employee over time. They are restricted in the sense that an employee cannot sell them until the shares vest.
Restricted Stock Vs. Stock Options
Stock options provide the possibility of a big payoff if the stock price soars. For instance, a stock option with a strike price of $10 is worthless as long as the stock price is $10 or less. But should the stock price zoom up to $50, each stock option would be worth $40 a share. The number of shares represented by the option determines the employee’s ultimate gain. If management sets each option to convert into 100 shares, then in this example each option would be worth $4,000.
Stock options granted to employees are termed statutory by the IRS, meaning they're granted special privileges under tax law. This means employees only owe taxes when they sell the stock received after the options are exercised. Receiving or exercising statutory options does not create a taxable event, only the subsequent stock sale triggers a liability. If an employee owned the options for at least two years or held the shares for at least 12 months following the option exercise, the profit is subject to favorable long-term capital gains treatment. Shorter holding periods will result in ordinary income, taxed at the normal marginal rate. Stock options are risky – if the underlying stock never pierces the strike price, the options remain worthless.
Restricted shares have, when vested, the same value as normal shares trading on the stock market. Restricted stock is sometimes also called letter stock. Restricted shares cost employees nothing, and receiving them is not a taxable event. Employees are taxed as the shares vest. Vesting usually occurs in stages over a number of years, with specific percentages of holdings becoming the employee’s property in each year. When a share is vested, the employee must note the share value on the vesting date and pay taxes on that amount as ordinary income. When the stock is sold, the employee pays either long- or short-term capital gains tax on any further appreciation as normal.
Section 83b Election
Within 30 days of receiving restricted shares, an employee can elect what's called Section 83b tax treatment. Under this scenario, employees pay ordinary taxes on the shares when they are granted, calculated using the share price on the grant date. There are two benefits: employees do not owe any taxes when the shares vest, and employees receive long-term capital gains treatment when they eventually sell vested shares if held for at least 12 months following vesting. The downsides are that if the stock never appreciates, the employee paid earlier taxes without benefit, and if, for some reason, the shares have to be forfeited after 83b election, the taxes paid cannot be recovered.
2018 Tax Law Changes
The laws around restricted stock and stock options aren't changing significantly in 2018, but ordinary income tax rates are generally dropping for 2018. This means that any restricted stock, option value or other compensation taxed as ordinary income will normally be taxed at a lower rate. This may affect some people's decisions about when to cash in their options or sell restricted stock they've received.
2017 Tax Law Situation
Under 2017 tax law, ordinary income is taxed at a higher rate than in subsequent years. This may have affected some people's decisions about when to cash in stock options or sell stock they hold, including restricted stock.
Long-term capital gains are taxed at essentially the same rates in 2017 and 2018.
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