Stock options are a common form of employee compensation in the dynamic world of startups. These options provide employees with the potential for significant financial gain, aligning their interests with the company’s growth and success. However, navigating the complexities of stock options can be challenging.

I want to share a guide to help you understand the basics of startup stock options. It’s important to do thorough research or speak to an expert to make informed decisions. While I’m not an expert, I’ve worked in startups and can provide some basic guidelines on what to research further.

What Are Stock Options?

Stock options give employees the right to purchase company stock at a predetermined price, known as the exercise or strike price, after a certain period. There are two main types of stock options:

  1. Incentive Stock Options (ISOs): ISOs are typically offered to employees and have favorable tax treatment but have more restrictions.
  2. Non-Qualified Stock Options (NSOs): Available to employees, directors, contractors, and others, NSOs do not qualify for special tax treatments.

Key Terms to Know About Stock Options

  • Grant Date: The date on which stock options are awarded to an employee.
  • Vesting Period: The time period an employee must wait before they can exercise their stock options.
  • Exercise Date: The date on which an employee chooses to exercise their options.
  • Fair Market Value (FMV): The current value of the company’s stock.
  • Strike Price: The fixed price at which employees can purchase stock.

Difference Between ISOs and NSOs Stock Options

Understanding the differences between Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs) is crucial for making informed decisions.

  1. Eligibility:
    • ISOs: Only employees (not directors, contractors, or consultants) can receive ISOs.
    • NSOs: Can be granted to employees, directors, contractors, and consultants.
  2. Tax Treatment:
    • ISOs: If certain conditions are met (holding the stock for at least one year after exercising and two years from the grant date), profits may be taxed at the more favorable long-term capital gains rate. However, exercising ISOs can trigger the Alternative Minimum Tax (AMT).
    • NSOs: When exercised, the difference between the fair market value and the strike price is considered ordinary income and is subject to payroll taxes. Any gain or loss after this point is treated as capital gains or losses.
  3. AMT Implications:
    • ISOs: If the spread between the exercise price and fair market value is significant, they may trigger AMT in the year of exercise.
    • NSOs: No AMT implications.
  4. Grant Limits:
    • ISOs: The total value of ISOs that can become exercisable in any calendar year is limited to $100,000 per employee.
    • NSOs: No such limit.
  5. Transferability:
    • ISOs: Generally not transferable, except in the event of the employee’s death.
    • NSOs: Can be transferred to family members or trusts, subject to company approval.

How Stock Options Vesting Works

Vesting schedules determine when employees can exercise their stock options. A common vesting schedule is a four-year vesting period with a one-year cliff. This means that employees can exercise 25% of their options after one year, with the remaining 75% vesting monthly or quarterly over the next three years.

The Importance of Strike Price for Stock Options

The strike price is critical because it determines the stock’s cost. If the company’s stock value increases above the strike price, employees can potentially profit by buying at the lower strike price and selling at the higher market value.

Tax Implications of Exercising Stock Options

Understanding the tax implications of exercising stock options is crucial. For ISOs, if you hold the stock for at least one year after exercising and two years from the grant date, any profits may be taxed at the lower long-term capital gains rate. NSOs, however, are typically taxed as ordinary income upon exercise.

Strategies for Managing Stock Options

  1. Early Exercise: Exercising options early in the vesting period can reduce the risk of higher taxes if the stock value increases.
  2. Sell to Cover: This involves selling enough shares to cover the cost of exercising and the associated taxes, allowing you to retain the remaining shares.
  3. Hold for Long-Term Gains: Holding exercised options over a year can lower long-term capital gains tax rates.

Stock Options Risks and Considerations

Stock options are not without risks. The options might become worthless if the company’s stock price does not increase. Additionally, it is crucial to understand the specific terms and conditions in your option agreement, such as expiration dates and the company’s right to buy back shares.


Stock options can be a valuable part of your compensation package, providing the opportunity for substantial financial gain. However, they involve complexities and risks that necessitate thorough consideration and planning.

By seeking guidance from a qualified financial planner, accountant, attorney, or wealth manager, you can better grasp the basics of stock options, their tax implications, and strategic management. This will enable you to make well-informed decisions that align with your financial objectives and your company’s growth prospects.

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Lomit is a marketing and growth leader with experience scaling hyper-growth startups like Tynker, Roku, TrustedID, Texture, and IMVU. He is also a renowned public speaker, advisor, Forbes and HackerNoon contributor, and author of "Lean AI," part of the bestselling "The Lean Startup" series by Eric Ries.