Understanding RSA RSU Termination: What You Need to Know

Understanding RSA RSU Termination: What You Need to Know

August 30, 2023

Understanding RSA RSU Termination: What You Need to Know

Picture this: You've been working tirelessly for years, pouring your energy and expertise into the company you call home. As a part of your compensation plan, you've been granted Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs), two stock bonus structures that are symbols of your dedication and a potential pathway to financial success. However, amidst the twists and turns of your career journey, you find yourself facing the prospect of RSA and RSU termination.

Although not similar to common stock and stock options, the termination of RSAs and RSUs can also be complex in process, filled with intricate rules, tax considerations, and pivotal decisions. It's a moment that demands your full attention and understanding. But don’t fret just yet;  this comprehensive guide will help unravel the mysteries surrounding Restricted Stock Award RSA and Restricted Stock Unit RSU termination, equipping you with the knowledge to navigate this pivotal phase of your stock-based compensation journey.

From exploring how restricted stock works to the circumstances that lead to termination to deciphering the implications for your financial future, we'll leave no stone unturned. Moreover, we'll shed light on the importance of flexible equity plans, vesting conditions, and proactive plan monitoring, empowering you to make informed choices and safeguard your hard-earned equity.

What are RSAs and RSUs?

In the realm of equity-based compensation, Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs) have emerged as powerful tools to align employee interests with the long-term success of a company. Let's delve into the specifics of each:

Restricted Stock Award (RSA)

RSAs, also known as restricted stock awards, are actual shares of company stock granted to employees, subject to specific restrictions. Unlike stock options, these company grants serve as a tangible representation of ownership and are typically granted to employees as part of their compensation package. 

The grant date, a significant milestone for RSAs, marks the initiation of the awards. The shares may vest over time according to a predetermined vesting schedule or based on achieving performance milestones. It's important to note that RSAs come with certain restrictions, such as holding periods or forfeiture provisions, which aim to align employee incentives with the company's goals. When the shares vest, employees may, upfront, owe ordinary income tax on the fair market value of the fully vested shares.

Restricted Stock Unit (RSU)

Meanwhile, RSUs, or restricted stock units, represent a promise to deliver a specific number of shares of company stock at a future date, often upon meeting predetermined vesting conditions. Unlike common stock and stock options, these company grants are not actual shares but rather an entitlement to receive shares in the future. They are widely used due to their simplicity and flexibility

When the shares vest, the restricted stock is typically settled in company stock or sometimes in cash equivalent to the fair market value of the shares. It's important for employees to understand that RSUs may result in ordinary income tax obligations upon vesting, as employees are required to pay ordinary income tax on the fair market value (FMV) of the shares received.

Both RSAs and RSUs hold significant value for employees, as they provide a direct stake in the company's performance and potential financial gains, unlike traditional common stock and stock options. Understanding the nuances and implications of these equity-based compensation vehicles, including the capital gains tax and ordinary income tax implications, vesting schedules, and the importance of fair market value, is crucial for employees to make informed decisions regarding their financial well-being and tax obligations.

Understanding RSA RSU Termination

What Circumstances Terminate Restricted Stock Awards RSAs?

RSA termination can occur under various circumstances, including:

1. Employment Termination

If an employee leaves the company voluntarily or is terminated by the employer, the restricted stock awards RSAs may be subject to termination. In such cases, it is crucial to understand the specific terms outlined in the RSA agreement regarding the treatment of unvested shares upon termination or when restrictions lapse. Depending on the plan rules, unvested RSA shares may be forfeited or subject to repurchase at a specific purchase price.

2. Expiration

RSAs often have an expiration date, typically tied to the passage of time or the achievement of specific milestones. If the expiration date is reached or the restrictions lapse without the shares vesting, the RSA may terminate, resulting in the forfeiture of unvested shares.

3. Change of Control

In the event of a merger, acquisition, or other change of control, the terms of the RSA may dictate the treatment of restricted stocks that did not vest. Certain RSAs may accelerate vesting schedules upon a change of control, allowing employees to receive the value of their shares earlier than originally scheduled.

How about Restricted Stock Units RSUs Termination?

Restricted stock units (RSU) termination can occur in similar circumstances, including:

1. Employment Termination

When an employee leaves the company or is terminated, unvested RSUs may be subject to termination as well as the restrictions lapse. The terms of the RSU agreement will determine the treatment of unvested shares, which may result in forfeiture or repurchase by the company at a predetermined stock price or the same price.

2. Expiration

Restricted stock units RSUs also often have an expiration date for which restrictions lapse. If the expiration date is reached without the RSUs vesting, they may terminate, and the employee loses the entitlement to receive a portion of the company’s stock.

3. Change of Control

Similar to RSAs, the treatment of unvested RSUs in the event of a change of control may vary based on the terms outlined in the RSU agreement. Accelerated vesting provisions might come into effect, enabling employees to receive the value of their RSUs earlier than anticipated.

Company-Led Termination vs. Employee-Initiated Termination

When it comes to the termination of RSAs and RSUs, it's important to distinguish between termination initiated by the company and termination initiated by the employee. Understanding the key differences between these two scenarios will shed light on the potential implications for equity-based compensation.

A. Company-Led Termination

When the company terminates the RSA or RSU due to employment termination, expiration, or a change of control event, the terms and conditions outlined in the plan rules and the individual agreement will dictate the treatment of unvested shares. Employees should review these documents carefully to understand the potential impact on their equity holdings and tax obligations.

Let's say you work for a tech startup, and unfortunately, the company faces financial difficulties, leading to a workforce reduction. As a result, the company terminates your employment. In this situation, the termination of your employment triggers the termination of your RSUs, subject to the terms outlined in the RSU agreement. Depending on the company’s plan rules, unvested RSUs may be forfeited, resulting in the potential loss of the opportunity to receive a portion of the company’s stock. 

However, if the RSU agreement includes accelerated vesting provisions in the event of employment termination, you may be entitled to accelerated vesting, allowing you to receive the value of the RSUs earlier than originally scheduled. It is important to review the company’s plan rules and the RSU agreement to understand the implications of the company-led termination on your equity-based compensation, potential tax obligations, and the impact on your financial situation.

B. Employee-Initiated Termination

In cases where employees voluntarily leave the company, the treatment of unvested restricted stocks may differ depending on the circumstances. Some plans may allow for a continued vesting period of RSAs or RSUs up until the termination date, while others may result in immediate termination and forfeiture of unvested RSU shares or RSA shares. Understanding the specific provisions outlined in the plan rules and agreements is crucial to anticipate the impact on equity compensation.

Imagine you have been working for a large corporation for several years, but you decide to pursue a new career opportunity outside the company. With excitement and a bit of apprehension, you voluntarily resign from your position. As you navigate the process of leaving the company, it is crucial to consider the treatment of your unvested RSAs. By reviewing the plan rules and the RSA agreement, you discover that upon your resignation, the RSAs will terminate, and any unvested RSA shares or RSU shares will be forfeited. 

However, if the plan rules and agreement allow for a continued vesting period up until the termination date, you may still have the opportunity to vest a portion of the unvested RSAs before your departure. Understanding the specific provisions outlined in the plan rules and agreements is vital to anticipate the impact of your voluntary termination on your RSAs, potential tax implications, and the overall value of your equity-based compensation.

Whether termination is company-led or employee-initiated, being aware of the specific provisions in the plan rules and agreements is vital to determine the fate of unvested RSU shares or RSA shares and for making informed decisions regarding equity compensation.

Significant Implications for Employees with RSA and RSU Plans

Having RSA and RSU plans as part of your equity-based compensation plan can have significant implications. Understanding these implications will help you make informed decisions regarding your equity compensation and plan for potential tax obligations. Here are some key implications to consider:

1. Taxation and Timing

a. Ordinary Income Tax

Upon vesting date, RSAs and RSUs are subject to ordinary income tax based on their fair market value at that time. It's important to be aware of this tax liability upfront, as you may need to set aside funds to pay taxes owed or for you to pay income tax dues.

b. Capital Gains Tax

When you eventually sell the company’s stock acquired through RSAs or RSUs, any appreciation in value since the grant date may be required to pay capital gains tax; meaning, you owe taxes for capital gains. By understanding the capital gains rate and planning accordingly, you can optimize your tax strategy.

c. 83 b Election

For RSAs, employees have the option to make an 83 b election within 30 days of receiving the grant or the grant date. This election allows you to pay ordinary income tax upfront on the grant value instead of waiting until the vesting date. Consulting with a tax professional to evaluate the benefits and drawbacks of this election is advisable.

2. Vesting Period and Timing

a. Vesting Schedule

RSAs and RSUs typically have a vesting schedule that outlines the timeframe over which the shares become eligible for ownership. This schedule is designed to incentivize retention and align employees interest with the long-term success of the company. Understanding the vesting conditions, including any performance milestones or time-based requirements, is crucial in determining when you will fully own the fully vested shares.

One common vesting concept to be aware of is double trigger vesting. This refers to a condition that triggers accelerated vesting of RSAs or RSUs upon the occurrence of certain events. Typically, these events involve a change in control, a merger, or an acquisition of the company. In such cases, the shares may vest in full or on an accelerated basis, allowing you to realize the benefits of ownership sooner than anticipated.

By understanding the vesting conditions and vesting periods of your RSAs or RSUs, including any provisions for double trigger vesting, you can effectively plan for the future and make informed decisions. This knowledge not only determines when you will gain full ownership of the shares but also when you can exercise your shareholder voting rights and participate in key company decisions.

b. Unvested Shares

In the event of termination, unvested RSA and RSU shares may be subject to termination or forfeiture. It's important to understand the plan rules and agreements to anticipate the fate of restricted stocks that did not vest and their impact on your equity compensation.

c. Shareholder Voting Rights

In some cases, termination may result in the loss of shareholder voting rights attached to the equity-based compensation. Employees should be aware of any changes in their rights as shareholders.

d. Future Tax Bill

Termination may trigger taxable events, potentially resulting in an increased future tax liability on taxable income and capital gains. Employees should assess the impact of termination on their tax obligations down the line.

One strategy to mitigate your future tax bill is by making an 83 b election for RSAs within 30 days of grant receipt or grant date. This election allows you to pay ordinary income tax upfront based on the grant's FMV, potentially avoiding higher taxes on future appreciation.

Consulting with a tax professional to evaluate the advantages of the 83 b election is highly recommended when you are liable to pay taxes on your equity.

By carefully considering the future tax implications on capital gains and exploring the 83(b) election option, you can gain a better understanding of how termination affects your tax situation.

Key Considerations for Employees

Employees facing RSA or RSU termination should keep the following considerations in mind:

1. Equity Communication

Effective communication between the company and employees regarding equity-based compensation is crucial to avoid surprises during termination. Regular updates on plan rules, tax implications, and the vesting schedule can empower employees to make informed decisions.

2. Flexibility in Vesting and Plan Monitoring

Equity plans that offer flexibility in their vesting schedule and allow employees to monitor their progress can provide a sense of control and transparency. Companies should strive to create equity plans that align with the changing needs of employees.

3. Importance of Equity Education

Educating employees about equity-based compensation, including RSAs and RSUs, can empower them to understand the value, implications, and potential risks associated with their holdings. This knowledge equips employees to make better-informed decisions during termination.

Future Implications on Terminated Equity Plans

For employees whose RSA or RSU plans have been terminated, you should carefully consider the potential future implications that may arise. Let's explore these implications:

a. Capital Gains Tax Rate

Stay informed about the applicable capital gains tax rate at the time of selling your fully vested shares. Changes in tax laws can have a significant impact on your overall tax liability. Keeping abreast of these changes will ensure you make informed decisions and plan for any potential tax obligations.

b. Tangible Value vs. Cash Equivalent

Remember that terminated equity plans may still hold tangible value, even after termination. It's important to understand the potential future value or cash equivalent of your terminated equity. This knowledge will enable you to assess the overall value of your compensation plan and make informed financial decisions.

c. Plan Monitoring and Adjustments

Continue monitoring and adjusting your equity plans, even after termination. This proactive approach empowers you to maximize the value of your holdings. Stay engaged and take advantage of any plan adjustments or benefits offered by the company. Regularly evaluating and optimizing your equity can lead to long-term benefits.

d. Liquidation Event

In case of a liquidation event, such as an IPO or acquisition, the treatment of RSAs and RSUs may be affected. Understanding how such events impact your equity compensation is crucial to assess the potential value and future tax implications of your equity holdings.

Realize Your Gains by Understanding Your Equity Plan

For an employee like you, navigating RSA and RSU termination requires critical decision-making and consideration of potential tax implications. By understanding the intricacies of these equity-based compensation plans, prioritizing flexibility and transparency, and actively managing your stocks, you can confidently navigate these situations.

Stay informed about plan rules, seek professional advice when needed, and actively participate in managing your equity-based compensation. By doing so, you can maximize the benefits of RSAs and RSUs throughout your career, even in the event of termination. Remember, your equity-based compensation is a valuable component of your overall compensation package, and by approaching it strategically, you can secure tangible benefits while potentially minimizing tax burdens.

Embrace the importance of understanding RSAs and RSUs, advocating for flexibility, and actively participating in the management of your equity compensation. This way, you'll be well-equipped to navigate sticky termination situations and make the most of your equity compensation throughout your professional journey.

Meanwhile, your employer may consider using Upstock for equity management that’s flexible and transparent. Book a demo with us and see how we help startups and tech companies rise above compensation challenges.

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