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At-the-money stock options (non-qualified) with service condition |
Incentive stock options (qualified) |
Discounted stock options |
Premium options |
Stock-settled SAR |
Cash-settled SAR |
Restricted stock or restricted stock units (RSUs) |
Performance shares with performance conditions |
|
Description |
Stock option with exercise price equal to stock price at grant date, vests based on continuous employment over specified time period |
Same as nonqualified at-the-money stock option except for special tax treatment if the option complies with IRC requirements |
Stock option with exercise price less than stock price at grant date |
Option with exercise price set higher than grant date stock price |
Employee receives stock equal to intrinsic value at exercise; otherwise identical to nonqualified stock option; may be at-the-money, discounted or premium exercise price |
Same as stock-settled SAR except intrinsic value at exercise paid in cash |
Grant of shares (restricted stock) or promise to issue shares (RSUs) upon completion of service condition |
Restricted stock or units that vest based on time-based vesting plus attainment of non-stock-price-related performance conditions (e.g., revenue or EPS) |
Pros |
Employee benefits from stock price increases; can be issued to employees and directors; simple to understand; provides more 'upside' potential than restricted stock |
Same as nonqualified at-the-money option except employee may receive capital gain treatment instead of being taxed as ordinary income |
Same as at-the-money option except provides reward even if stock price declines somewhat; employee may perceive that discount has more value than increase in fair value |
No value to employee unless stock price rises above premium; increases motivation; reduces fair value |
Same as nonqualified stock option plus exercise price need not be paid by employee, and reduces dilution compared to broker-assisted exercise |
Same pros as stock-settled SAR except for accounting under ASC 718 and no share dilution |
Simple for employees to understand; provides value if stock price declines; less share usage as compared to stock options |
No expense unless performance target attained; employee motivated to reach targets; shareholders also benefit if targets reached |
Cons |
Has no 'downside' risk if stock price declines below exercise price; may not provide optimal linkage with business, compensation and shareholder objectives |
Same as nonqualified at-the-money stock options; employer generally has no tax deduction unless disqualifying disposition; can only be issued to employees; no tax benefit recorded for accounting purposes until exercise and a disqualifying disposition |
Unfavorable tax treatment for employee under IRC Section 409A |
Employee may demand more options to make up for perceived reduction in value |
Same as nonqualified stock options |
Mark-to-market accounting; otherwise same as nonqualified stock options; requires use of cash |
Provides less value than options if stock price rises; may be viewed as a giveaway by shareholders |
Difficulty in calibrating performance condition |
Accounting under ASC 718 |
Expense based on fair value at grant and number of options that vest, recognized over service period |
Same as nonqualified at-the-money stock options; no tax benefit recorded for accounting purposes until exercise and a disqualifying disposition |
Same as nonqualified option; fair value higher than at-the-money stock options but generally increase is less than discount amount |
Same as nonqualified at-the-money stock options except lower grant-date fair value |
Same as nonqualified stock options |
Considered liability award with mark-to-market fair value (using an option-pricing model); total expense equals cash paid to employee |
Expense based on grant-date fair value of stock and number of shares that vest, recognized over service period |
Same as restricted stock except recognize compensation cost over the period when targets will probably be attained and true-up for actual vesting |
US taxation |
Employee: Subject to income and employment taxes based on intrinsic value (difference between stock price and exercise price) at exercise Employer: Deduction equal to employee's income |
Employee: No employment taxes; no tax at exercise (other than AMT); subject to capital gains tax at sale of shares (may have ordinary income if a disqualifying disposition occurs) Employer: Deduction equal to employee's ordinary income; no deduction unless disqualifying disposition |
Employee: Under IRC Section 409A, discounted options treated as deferred compensation with employee taxed at vesting and 20% penalty applied Employer: Deduction equal to employee's income |
Same as nonqualified at-the-money stock options |
Same as nonqualified stock options |
Same as nonqualified stock options |
Employee: Subject to tax at vesting based on stock price on that date; may elect under IRC Section 83(b) to be taxed at grant date for restricted stock. RSU's may allow for further deferral opportunities Employer: Deduction equal to employee's income when taxed |
Same as restricted stock |
Performance shares with market conditions |
Options with performance conditions |
Awards with vesting accelerators |
Indexed option |
Reload options |
Maximum value options |
Phantom stock |
|
Description |
Same as performance shares with performance conditions except with targets related to stock price increases or relationship of stock price to an index |
Stock option that vests based on attainment of performance condition |
Options or restricted stock with time-based vesting where vesting accelerates if specified targets are attained, (performance or market condition is attained) |
Options with exercise price that increases (or decreases) at regular intervals, either by fixed percentage, reference to published index or peer group stock price changes |
Grant of new options, subject to same expiration date as original option, for shares of owned stock used in option exercise |
Stock option with cap on maximum level of appreciation (e.g., two times exercise price) |
Grant of hypothetical stock units (full value or appreciation only) equivalent to shares of stock. Units generally valued based on a formula and employee receives cash upon exercise or vesting |
Pros |
Employee directly motivated to increase stock price; fair value per share generally lower than stock price at grant |
Same as performance shares except have greater upside potential of an option |
Increase employee motivation to achieve targets |
Same as premium options if exercise price only increases; exercise price could drop (e.g., when peer group prices fall) then employees may be rewarded for doing better than peers |
Locks in stock price appreciation for employee but retains value of future appreciation |
Reduced compensation expense with little or no reduction in employee's perceived value |
Simple to understand |
Cons |
Compensation expense not reversed if targets not attained; lattice or Monte Carlo model generally required to measure fair value |
Same as performance shares except no protection against reduction in stock price |
Targets may be outside employee's direct control; retention value lost once targets are reached |
More complicated to understand and administer; fair value complex to calculate; shareholders may question why employees are rewarded when stock price declines |
May ultimately have higher compensation expense |
Caps upside potential value; hard to explain to employees; generally requires lattice model |
Mark-to-market accounting if settled in cash |
Accounting under ASC 718 |
Fair value at grant-date reflects market condition using lattice model; expense recognized over derived requisite service period and not reversed if targets are not attained |
Same as performance shares with performance condition |
For awards with performance condition, see performance shares with performance conditions. For awards with market conditions, see performance shares with market conditions |
Generally needs a lattice model to measure fair value; cross-volatility assumption may be needed; otherwise accounting same as at-the-money stock options; could be a liability if index is something other than stock price |
Same as nonqualified options with reload treated as new grant; original grant and each reload may have short expected term assumption, reducing fair value and expense |
Same as at-the-money stock options except fair value lower due to cap; generally need lattice model to measure fair value |
Same as cash-settled SAR |
US taxation |
Same as restricted stock |
Same as nonqualified options |
Same as options or restricted stock |
Same as nonqualified options |
Same as nonqualified options with reload treated as new grant |
Same as nonqualified options |
Employee: Subject to ordinary income tax. |
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
Select a section below and enter your search term, or to search all click Stock-based compensation