An employee stock option
is a call option
on the common stock of a company, issued as a form of non-cash compensation
. Restrictions on the option (such as vesting and limited transferability) attempt to align the holder's interest with those of the business' shareholders. If the company's stock rises, holders of options experience a direct financial benefit. This gives employees an incentive to behave in ways that will boost the company's stock price.
Employee stock options are mostly offered to management as part of their executive compensation package. They are also offered to lower staff, especially by businesses that are not yet profitable. They can also be offered to non-employees: suppliers, consultants, lawyers and promoters, and to members of the company's board of directors for services rendered.
Employee stock options (ESOs) are non-standardized, over-the-counter options
that are issued as a private contract between the employer and employee. Over the course of employment, a company issues vested
or non-vested ESOs to an employee which are struck at a particular price, often the company's current stock price. Depending on the vesting schedule and the maturity of the options, the employee may elect to exercise the options at some point, obligating the company to sell the employee its stock at whatever stock price was used as the strike price. At that point, the employee may either sell the stock, or hold on to it in the hope of further price appreciation.
Employee stock options have the following differences from standardized, exchange-traded options
- Strike: The strike price is non-standardized and is often the current price of the company stock at the time of issue. Alternatively, a formula may be used, such as sampling the lowest closing price over a 30-day window on either side of the grant date. Often, an employee may have ESOs struck at different times and different strike prices.
- Quantity: Standardized stock options typically have 100 shares per contract. ESOs usually have some non-standardized amount.
- Vesting: Often the number of shares available to be exercised at the strike price will increase as time passes according to some vesting schedule. Vesting only occurs during the duration of the employment.
- Duration: ESOs often have a maturity that far exceeds the maturity of standardized options. It is not unusual for ESOs to have a maturity of 10 years from date of issue, while standardized options usually have a maximum maturity of about 30 months.
- Non-transferable: With few exceptions, ESOs are generally not transferable and must either be exercised or allowed to expire worthless on termination of employment.
- Over the counter: Unlike exchange traded options, ESOs are considered a private contract between the employer and employee. As such, those two parties are responsible for arranging the clearing and settlement of any transactions that result from the contract. In addition, the employee is subjected to the credit risk of the company. If for any reason the company is unable to deliver the stock against the option contract upon exercise, the employee may have limited recourse. For exchange-trade options, the fulfillment of the option contract is guaranteed by the credit of the exchange.
- Tax issues: There are a variety of differences in the tax treatment of ESOs having to do with their use as compensation. These vary by country of issue but in general, ESOs are tax-disadvantaged with respect to standardized options.
The value of an ESOs closely follows the valuation techniques used for standardized options. The same models used in valuing standardized options, such as Black-Scholes
and the binomial model
, are also used for ESOs. Often, the only inputs to the pricing model that cannot be readily determined is the estimate of future realized volatility on the underlier, and the appropriate interest rate to use. However, there are a variety of services that are now offered to help determine appropriate values.
As of 2006, the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) agree that the fair value at the grant date should be estimated at the grant date using an option pricing model. The majority of public and private companies apply the Black-Scholes model, however, through September 2006, over 350 companies have publicly disclosed the use of a binomial model in SEC filings.
Employee stock options in the U.S.
FAS 123 Revised, does not state a preference in valuation model. However, it does state that "a lattice model can be designed to accommodate dynamic assumptions of expected volatility and dividends over the option’s contractual term, and estimates of expected option exercise patterns during the option’s contractual term, including the effect of blackout periods. Therefore, the design of a lattice model more fully reflects the substantive characteristics of a particular employee share option or similar instrument. Nevertheless, both a lattice model and the Black-Scholes-Merton formula, as well as other valuation techniques that meet the requirements in paragraph A8, can provide a fair value estimate that is consistent with the measurement objective and fair-value-based method of this Statement." The simplest and most common form of a lattice model
is a binomial model
According to US generally accepted accounting principles in effect before June 2005, stock options granted to employees did not need to be recognized as an expense on the income statement when granted, although the cost was disclosed in the notes to the financial statements. This allows a potentially large form of employee compensation to not show up as an expense in the current year, and therefore, currently overstate income. Many assert that over-reporting of income by methods such as this by American corporations was one contributing factor in the Stock Market Downturn of 2002.
Employee stock options have to be expensed under US GAAP in the US. Each company must begin expensing stock options no later than the first reporting period of a fiscal year beginning after June 15th, 2005. As most companies have fiscal years that are calendars, for most companies this means beginning with the first quarter of 2006. As a result, companies that have not voluntarily started expensing options will only see an income statement effect in fiscal year 2006. Companies will be allowed, but not required, to restate prior-period results after the effective date. This will be quite a change versus before, since options did not have to be expensed in case the exercise price was at or above the stock price (intrinsic value based method APB 25). Only a disclosure in the footnotes was required. Intentions from the international accounting body IASB indicate that similar treatment will follow internationally.
Method of option expensing: SAB 107, issued by the SEC, does not specify a preferred valuation model, but 3 criteria must be met when selecting a valuation model: The model 1) is applied in a manner consistent with the fair value measurement objective and other requirements of FAS123R; 2) is based on established financial economic theory and generally applied in the field; and 3) reflects all substantive characteristics of the instrument (i.e. assumptions on volatility, interest rate, dividend yield, etc. need to be specified)...
Types of Employee Stock Options
In the U.S., stock options granted to employees are of two forms, that differ primarily in their tax treatment. They may be either:
Taxation of employee stock options in the USA
Because most employee stock options are non-transferable, are not immediately exercisable, and have other restrictions, the IRS
considers that their "fair market value" cannot be "readily determined", and therefore "no taxable event" occurs when an employee receives an option grant. Depending on the type of option granted, the employee may or may not be taxed upon exercise. Non-qualified stock options
(those most often granted to employees) are taxed upon exercise. Incentive stock options
(ISO) are not, assuming that the employee complies with certain additional tax code requirements. Most importantly, shares acquired upon exercise must be held for at least one year after the date of exercise. If any of the additional requirements are not fulfilled, there is a "disqualifying disposition" and the gain realized upon exercise is taxed as ordinary income
. When ISO shares are held at exercise and not sold in that calendar year, the spread at exercise is part of the Alternative Minimum Tax
- Bertrand, Marianne and Sendhil Mullainathan,Are CEOs Paid for Luck, Quarterly Journal of Economics, 2001.
- Hall, Brian, and Jeffrey Liebman,Are CEOs paid like Bureaucrats?, Quarterly journal of Economics, 1998.
- Heron, Randall A., and Erik Lie, , Journal of Financial Economics, 2006.
- Legal Investigation of Companies for Manipulating Stock Option Grants
- Shares and share unlike — 1999 article from The Economist questioning whether investors (as owners) actually gain from large option packages for top management.
- Options: Have an Exit Plan http://www.businessweek.com/magazine/content/07_25/b4039098.htm], Business Week, June 18, 2007