While restricted stock and RSUs are siblings, they differ in a few important ways that can affect your financial planning. The best starting point is a brief overview of restricted stock and a comparison of the differences.
Restricted stock is a grant of company shares made directly to you.
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Usually, however, you cannot sell or otherwise transfer the shares until you have satisfied vesting requirements. As long as you continue to work at your company, you will not forfeit your grant, and it will not expire. The principal traits of restricted stock include the following: At grant, restrictions on sale and the risk of forfeiture exist until you meet vesting goals of employment length or performance targets, or the vesting accelerates upon the occurrence of a life event e.
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During the restricted period i. Great Taste, But Can Be Less Filling While the vesting rules are the same with restricted stock units, no stock is actually issued to you when the RSUs are granted—the shares are not outstanding until they are released to you.
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This is because, technically, RSUs are an unfunded promise to issue a specific number of shares or a cash payment at a future time once vesting conditions have been satisfied. In short, until the shares are issued to you at vesting, the grant of RSUs is just a corporate bookkeeping entry. Consequently, unlike recipients of restricted stock, holders of RSUs have no shareholder voting rights and do not receive any dividends that the company may pay to its shareholders.
However, when a company pays dividends on outstanding shares of stock, it can choose to also pay dividend equivalents on RSUs. These may be deferred or accrued to additional units and then settled when the unit vests and shares are delivered. Alternatively, companies can pay dividend equivalents in cash or wait to pay at vesting by using the money to cover withholding see the FAQ on dividend equivalents with RSUs.
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Alert: You must know four key features of your RSU grants: what triggers vesting e. In effect, this makes RSUs identical to dating issues at work unit time-vested restricted stock, although as noted above before vesting the RSUs are just an unfunded bookkeeping entry rather than actually issued shares. Vesting can occur in increments over the course of the vesting period graded vestingor all the shares can be delivered at once on a single vesting date cliff vesting.
For executives, some RSU plans have a tax-deferral feature that lets you select a date for share delivery, or the company specifies one e.
This creates more decisions for you to make, and raises tax complexities that are explained in Part 2 of this article series. RSUs can be preferable to restricted stock for several reasons. Until companies started to use restricted stock and RSUs for broad-based grants often instead of or in combination with stock optionsRSUs were mostly used internationally for tax purposes.
Several Reasons For companies, RSUs can be preferable to restricted stock for several reasons that can also be appealing for you. First, because no shares are issued until the time for delivery, the use of a mere bookkeeping entry for the units eliminates administrative costs related to holding shares in custody, proxy voting, and canceling outstanding shares if employment ends before vesting.
Second, RSUs eliminate the possibility that you might unwisely choose to make the Section 83 b election for restricted stock, which is not available for RSUs. Also, depending on the structure of the RSU plan, the company avoids paying cash dividends during the vesting period see a related FAQ.
These main reasons for using RSUs are augmented by several other benefits: Automatic share withholding or "surrender" for the taxes at vesting can be easier because no shares were issued and there are no transfer-agent records to be changed. More specialized RSU plans may let you defer delivery of the shares and.