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The option plan must be approved by the stockholders within 12 months before or after the plan is adopted (see also Explanation: §423, Shareholder Approval Requirement) (IRC § 422(b)(1); Reg. §1.422-3).
With incentive stock options (ISOs), the value of the exercise income appears on Form W-2 only if you made what is technically called a disqualifying disposition. That means you sold or gifted the stock before you met the required holding periods of one year from exercise and two years from grant.
An incentive stock option (ISO) is a corporate benefit that gives an employee the right to buy shares of company stock at a discounted price with the added benefit of possible tax breaks on the profit.
ISOs aren't taxed when granted, upon vesting or when exercised. Taxes are deferred until shares are sold, and if you meet certain holding requirements, ISOs are subject only to capital gains taxes.
If your employer grants you a statutory stock option, you generally don't include any amount in your gross income when you receive or exercise the option. However, you may be subject to alternative minimum tax in the year you exercise an ISO.
Until the vesting requirements of the RSU are met, the employee will not have any tax on them. Once the RSUs have vested they will be treated as earned income and the employee will be subject to tax. Sometimes an employer may withhold the taxes for the RSUs.
To receive the incentive, you must hold (keep) ISOs for at least one year after exercise and two years after the grant date. If you hold your stock for at least a year after purchase, you will pay the lower capital gains tax rate on the increase in value.
Taxes and Incentive Stock Options Your employer isn't required to withhold income tax when you exercise an Incentive Stock Option since there is no tax due (under the regular tax system) until you sell the stock.