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The US federal tax laws do not generally address the level of approval required for equity awards, but the tax rules that govern the qualification of so-called incentive stock options require that the options be granted under a shareholder-approved plan.
Nonqualified: Employees generally don't owe tax when these options are granted. When exercising, tax is paid on the difference between the exercise price and the stock's market value. They may be transferable. Qualified or Incentive: For employees, these options may qualify for special tax treatment on gains.
Qualified stock options, also known as incentive stock options, can only be granted to employees. Non-qualified stock options can be granted to employees, directors, contractors and others. This gives you greater flexibility to recognize the contributions of non-employees.
Non-qualified stock options require payment of income tax of the grant price minus the price of the exercised option. NSOs might be provided as an alternative form of compensation. Prices are often similar to the market value of the shares.
A stock option is a right to buy a set number of shares of the company's stock at a set price (the ?exercise price?) within a fixed period of time. The Lifecycle of a Non-Qualified Stock Option (NQSO) *When private, a company's FMV is based on the company's valuation; when public, it is based on the stock price.
The main difference between ISOs and NQOs is the way that they are taxed. NSOs are generally taxed as a part of regular compensation under the ordinary federal income tax rate. Qualifying dispositions of ISOs are taxed as capital gains at a generally lower rate.
ISOs have more favorable tax treatment than non-qualified stock options (NSOs) in part because they require the holder to hold the stock for a longer time period. This is true of regular stock shares as well.
While Non-Qualified Stock Options are available to anyone, Qualified Stock Options issued by a company can only be given to employees of that company. QSOs must be nontransferable and must have an exercise price that is not lower than the fair market value of the stock at the time the option is granted.