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California Nonstatutory Stock Option Plan
California Nonstatutory Stock Option Plan Summary
A California nonstatutory stock option plan San Diego Corporate Law offers its clients provides the board of directors and key independent contractors of a business a long-term reason to remain engaged with the business. A California nonstatutory stock option plan San Diego Corporate Law provides offers the following advantages over an incentive stock option plan:
• No price restrictions;
• No exercise period restrictions; and
• No holding period restrictions.
Another typical use of a California nonstatutory stock option plan San Diego Corporate Law drafts provides an alternative means of compensation to the directors and independent contractors, which allows start-ups and growing businesses to compete for the highest quality talent at times when conserving cash is at a premium.
Contact San Diego Corporate Law to schedule a consultation to discuss if a California nonstatutory stock option plan is right for your business.
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Stock Option Plans Generally
In order to keep executives and key employees happy and working productively, it is often appropriate to provide these employees with an affordable equity interest in the business. A corporation may implement a stock option plan to sell unissued shares of stock to employees and directors. California Corporations Code § 408. These shares may be paid for in a lump sum, installments, or through the labor of the executive or employee. Id. However, it is illegal to advertise or hold out that stock options are to be a part of an employee compensation plan when advertising the availability of a job. California Labor Code § 407. Plans that include directors and/or officers must be in compliance with laws regulating the standards of performance by directors and the security of loans made to directors and officers. California Corporations Code §§ 309, 315.
Nonstatutory Stock Option Plan
A California nonstatutory stock option plan San Diego Corporate Law drafts is more flexible than an incentive stock option plan, as restrictions are not placed on prices, exercise periods, or holding periods. Unlike an incentive stock option plan, where receipt or exercise of stock options is not generally a taxable event, the receipt of a California nonstatutory stock option is taxed as ordinary income.
Incentive Stock Option Plan
The terms of an incentive stock option plan must strictly adhere to statutory conditions of share quantity, employee class, pricing and transferability restrictions to qualify as an incentive stock option plan. Internal Revenue Code § 422. As an incentive stock option plan, taxation of the employee upon receipt or exercise of stock options is limited to the difference between the exercise or option price of the option and the fair market value of the option. Only when the underlying stock is sold by the employee is the employee taxed. If the holding period is met, the sale will be taxed to the employee as a capital gain; otherwise, the sale is taxed as income to the employee.
Securities Law in Stock Option Plans
Option issuances are considered securities under both federal and California laws. 15 United States Code § 77b(1); California Corporations Code § 25019. All issuances of securities must be registered, qualified, or exempted. Under federal law the exercise of an option is considered a sale, while under California securities law it is not.