Vesting and exit triggers for German virtual options
An employee is granted a number of virtual options, each with a strike price set at the company's value at grant. The options vest over time, usually four years with a one year cliff matching common international norms. On a defined exit event, such as a share sale or asset sale of the company, vested virtual options pay out in cash equal to the difference between the exit price per share and the strike price, the same mechanism used for virtual shares generally.
- Grant: strike price fixed, no payment or tax due
- Vesting: portions become eligible for payout over the vesting period
- Exit trigger: sale, IPO, or another event defined in the plan
- Payout: cash paid to the employee, minus applicable withholding
Leaving before an exit under a VSOP
German VSOP agreements almost always include good leaver and bad leaver provisions. A good leaver, such as someone leaving due to illness or after a reasonable tenure, typically keeps their vested virtual options until a later exit. A bad leaver, for example someone dismissed for cause, usually forfeits vested and unvested virtual options entirely, though the exact split varies by plan and the resulting payout is taxed as covered on equity tax.
Because virtual options are contractual rather than statutory rights, the leaver definitions in the plan document control the outcome. Employees should read these terms closely before accepting a grant, alongside the wider context on employee equity.
Wage tax on VSOP cash payouts
VSOP payouts are treated as employment income, subject to German wage tax and social security contributions at the time of payment, in the same way as a cash bonus. There is no equivalent to the capital gains treatment available for real shares, since virtual options never create an asset separate from the underlying employment relationship.
| Event | Tax and social security |
|---|---|
| Grant | No tax |
| Vesting | No tax, unless payout occurs at that point |
| Payout | Wage tax and social security contributions apply in full |
VSOP payout and leaver queries
- Is a VSOP payout taxed more favourably than salary?
- No. VSOP payouts are treated as ordinary employment income for wage tax and social security purposes, with no special capital gains rate.
- What happens to virtual options if the company is never sold?
- They vest but never trigger a payout unless the plan defines another qualifying event. Many VSOP holders end up with vested but worthless virtual options if there is no liquidity event.
- Can a VSOP be converted into a real option plan later?
- Only through a separate legal process involving notarisation to create real shares or options, which most companies avoid unless there is a strong reason to do so.
General information for founders, not legal or tax advice. Thresholds and rates change, so confirm the current position with an adviser in the relevant country before granting.