Restricted Shares vs. Stock Options: An Overview

Restricted shares and stock options are both forms of equity compensation, but each comes with some conditions.

Restricted shares can either be restricted stock units or restricted stock awards. Both involve vesting requirements. For instance, restricted stock awards deliver shares outright, along with the rights and privileges of a shareholder. Their owner may receive dividends and vote at the annual meeting. However, the company may reserve the right to buy back unvested shares if the employee leaves the company.

Stock options give an employee the right to buy a certain number of shares at an exercise price in the future. Like restricted shares, stock options often have vesting requirements. The employee may get a windfall if and when the company's stock price exceeds the exercise price and they exercise the options.

Restricted Shares

Restricted shares are unregistered, non-transferable shares issued to a company's employees. They give employees incentives to help companies attain success. They are most common in established companies that want to motivate people with an equity stake. Their sale is usually restricted by a vesting schedule.

When restricted shares are given to an employee, it is on condition that the employee will continue to work at the company for a number of years or until a particular company milestone is met. This might be an earnings goal or another financial target. What's more, an executive who leaves the company fails, to meet performance goals, or runs afoul of SEC trading restrictions may have to forfeit their restricted stock.

Restricted shares are often granted in stages, each having its own vesting date or milestone attached. This gives employees rights to company assets over time. Once vested, restricted shares are assigned a fair market value.

Restricted shares may also be restricted by a double-trigger provision. That means that an employee's shares become unrestricted if the company is acquired by another and the employee is fired in the restructuring that follows.

Insiders are often awarded restricted shares after a merger or other major corporate event. The restrictions are intended to deter premature selling that might adversely affect the company.

Restricted Stock Units and Restricted Stock Awards

There are two variations of restricted shares; restricted stock units (RSUs) and restricted stock awards. RSUs represent an employer promise to grant an employee a specific number of shares at a specific future date. They don't come with voting rights. They must be exercised to be converted to actual shares. In certain circumstances, they may be redeemable for cash. Once converted to actual shares, they confer shareholder rights (including voting rights) upon the employee.

Employees who receive restricted stock awards actually own the stock outright when it's awarded. Owners have all shareholder rights.

Stock Options

Stock options represent a right to buy (or sell) shares at a specific price (the exercise price) at some future date. They do not involve a transfer of ownership. An employee may profit by the difference between the exercise price and the actual market price. They're are often granted by startup companies to motivate employees to help get the company off the ground.

Stock options are normally restricted by a market standoff provision, which restricts the sale of shares for a certain period of time after an initial public offering (IPO) to stabilize the market price of the stock.

Or, if stock options are provided as compensation by a company that's already public, they will often have a vesting schedule. This prevents people from leaving a company after only a short time with shares of company stock that could become valuable. A stock option involves a specific transaction date, an exercise (or strike) price, and the number of underlying shares involved. One stock option contract represents 100 shares of stock. The value of a stock option depends on the difference between the exercise price and the market price of the underlying stock.

Key Differences

It's important to familiarize yourself with the differences between restricted shares and stock options because the features of each can require different planning for the benefit you may receive.

Summary of restricted shares and stock options features
Restricted Shares	Stock Options
Shares are granted	Shares must be purchased
Value is the fair market value of stock	Value is the difference between the exercise price and market value of underlying stock
The two variations of restricted shares are restricted stock units (RSU) and restricted stock awards	The two variations of stock options are non-qualified stock options (NSO) and incentive stock options (ISO)
Upon vesting, no action is required of employees; shares are typically deposited into a brokerage account for them	Employee must take action to exercise option and decide on next steps (whether to hold or sell)
Considered less risky because employee ultimately receives stock with fair market value	Considered more risky because value may be zero if market price is equal to or less than the exercise price
Gains are taxed as ordinary income in the year they vest (except with 83(b) election)	NSO gains are taxed as ordinary income when exercised, whether shares are kept or sold; ISOs may be taxed as ordinary income, long-term capital gains, or according to the alternative minimum tax, depending on timing of sale