Individual terms for specific employee equity awards
- Number of options granted and the class of underlying shares.
- Strike price per share, normally set at fair market value on the grant date.
- Vesting commencement date, which may differ from the employee's actual start date.
- Vesting schedule and any cliff period.
- Post-termination exercise window and leaver treatment.
The strike price matters enormously. If it is set too low relative to fair market value, tax authorities in several countries can treat the difference as taxable income at grant. The UK EMI regime requires an up to date valuation agreed with HMRC to avoid disputes later, since the exercise price is what determines whether that valuation later triggers a tax problem.
Setting the strike price
For example, if a company's ordinary shares are valued at 1.00 EUR per share on the grant date, options are usually struck at or near that price. An employee granted 10,000 options at a 1.00 EUR strike who later exercises when shares are worth 5.00 EUR realises a gain of 4.00 EUR per share, or 40,000 EUR before tax, on exercise, assuming the vested options covering that batch have already been earned.
Valuations for option pricing should be documented and, where a regime requires it, agreed with the relevant tax authority, since an under-priced strike can trigger unexpected tax charges for the employee.
Notification and registration deadlines
| Country | Requirement |
|---|---|
| UK | EMI grants notified to HMRC within 92 days of grant |
| France | BSPCE grants recorded per the plan's shareholder authorisation |
| Germany | VSOP/ESOP grants documented under civil contract law, no special tax filing at grant for virtual instruments |
| Netherlands | Election on tax timing (exercise versus tradability) recorded with the employer |
Grant agreement details people get wrong
- Can the strike price change after grant?
- No. The strike price is fixed at grant and does not change even if the company's valuation moves, which is the basis of the option's upside.
- What is a vesting commencement date?
- It is the date vesting is deemed to start, which is sometimes backdated to an employee's original start date even if the option is formally granted later.
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.