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Lessons in Sitting Pretty

Many "paper millionaires" understand less about their stock options than they think.

This article has been updated to reflect a correction regarding the tax treatment of non-qualified stock options.

Stock options are like sex, says Beth Walker, founder of financial-planning firm Virtual CFO and author of An Employee’s Guide to Stock Options. “Everybody wants some, everybody claims to know what they’re doing, and everybody makes a mistake the first time they try it.”

If Walker’s claim is true, there’s plenty of awkward fumbling going on. More than 50 percent of publicly traded companies award stock options, and about 10 million U.S. employees now hold them. In aggregate, Americans hold 1.2 billion options, representing $80 billion in value. Stock options, in fact, make up more than 50 percent of the total compensation for the top 10 percent of corporate executives. Yet some of those happy option holders will ultimately collect less than they expect.

In part, this reflects the complexity of options taxation. Companies dole out two distinct varieties of options: qualified stock options (also called incentive stock options, or ISOs) and nonqualified stock options (NQSOs). The tax treatment for each kind varies greatly.

NQSOs are more common because they are considered compensation and thus are a deductible expense for corporations. That’s good for the company, but employees pay a price. The Internal Revenue Service treats the profit on an exercised NQSO as ordinary income, which can be taxed at 35 percent.

Employees can reduce that tax hit if they hold the net shares for more than a year, so that the resulting gains would be subject to the 15 percent long-term capital gains rate. Of course, the employee must hope that the stock price doesn’t drop in the interim and swallow some — or all — of the gain.

ISOs, which are usually reserved for senior executives, must meet several strict IRS criteria regarding shareholder approval, exercise limits, timing, value, and other factors. They are, therefore, not considered compensation.

But ISOs carry another tax risk: annual gains received from ISOs often push unwitting options holders into the clutches of the alternative minimum tax (AMT), says Paul Ohanian, a vice president and financial adviser at WealthTrust Arizona. Unlike the spread on NQSO shares, the profit made on exercising ISOs is a preference item under the AMT, which means it must be calculated as part of a taxpayer’s income. If a taxpayer is subject to the AMT, he or she pays at or near the highest tax rate on all income, versus paying a progressive rate that tops out at 28 percent on income only above $74,000.

Thus beneficiaries of ISOs would do well to ask their financial planners for a two-year tax projection to determine how much AMT they will pay and how much they will recover the following year as a credit, and weigh that against the risks of holding the shares.

Emotional Rescue

Tax consequences aside, executives often receive less money than they expect because they hold on to their options for too long. “Options have an expiration date,” warns Rod Coleman of SYM Financial Advisors, who cites a sense of loyalty to the company offering the options as one reason people cling to them. Another is greed. They want to extract maximum value, and assume that, as insiders, they will know precisely when to sell. But “the market isn’t rational,” says Coleman, “so don’t expect an option to price to your wishes.”


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