Ever wondered how companies keep their top talent from jumping ship? 

One answer lies in restricted shares. They’re not just a paycheck; they’re a way for companies to say, “Your success is our success.” But what exactly are restricted shares, and how do they work?

This guide dives deep into the world of restricted stock. We’ll break down what makes them different from other stock types like RSUs and RSAs, and how they stack up against stock options. Plus, we’ll tackle the tax implications and weigh the pros and cons so you can see if restricted shares are the right fit for your company’s compensation plan. 

Decoding Restricted Stock

Restricted stock is a term for shares given to company executives and workers as part of their pay. These shares have rules that must be followed before the worker can fully own them, usually so they stay with the company for some time and their interests match those of shareholders.

Another important condition is the vesting period. This means there’s a fixed length of time that the person getting shares has to stay working for the company before they completely own those shares. Vesting periods often range from one year up to four years and can demand either ongoing job commitment or hitting certain performance goals linked with a company’s financial progress like earnings per share or stock price targets.

In contrast to stock options, restricted stock is owned by employees starting from the date of grant, although it can still be lost. This signifies that they may have voting rights and receive dividends during the period when their shares are becoming vested, yet these dividend distributions could also depend on meeting certain requirements for vesting. If the conditions are not satisfied, restricted stock might be taken back by the company which makes it an effective instrument for ensuring continuous employee performance and dedication.

In essence, restricted stock is an effective method to give “skin in the game” for leader-type employees. It compensates them fairly for their past performance and at the same time incentivizes these leaders to make decisions that will positively impact the company’s financial health and stock performance. This method also helps ground the executive team with some ownership interest, which can be vital for maintaining stability in leadership during times of change or high turbulence within a company. 

Comparison of RSUs and RSAs

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs) both are common ways companies give shares to motivate and keep their employees, but they have different setups and tax rules.

RSUs given through a vesting plan and schedule turn into shares after reaching certain goals or staying with the company for a set time. Before they are vested, RSUs aren’t real shares, so employees don’t have shareholder rights like voting and getting dividends. RSUs turn into shares after the vesting time is over, so they are like a future promise of payment. In big public companies, RSUs usually link this vesting to performance targets or staying with the company for some time. This way, employees have more motivation to improve how well the company does.

RSAs, on the other hand, are real shares given as part of compensation, but they come with certain rules and risk losing them just like RSUs. When you get RSAs, you have all the usual rights that shareholders have right away. This means you can vote in company decisions and receive dividends from the start. Still, these shares have limitations on selling and risks of losing them during the vesting time. Workers can choose to pay taxes early under IRS Section 83(b). They would pay taxes based on the market value when they get the shares instead of waiting until they fully own them, which might be at a higher value later.

RSUs do not need upfront money, and taxes wait until shares are given. This makes them safer for employees, more so in markets that change a lot. RSAs are good when the market is stable or going up because they let employees pay tax sooner, which might make their total tax less over time. Both RSUs and RSAs have important roles based on the company situation, what employees hope for, and how the market is doing. 

Restricted Stock and Employee Stock Options: A Comparative Analysis

Restricted stock and employee stock options are both forms of equity compensation, but they vary in structure, benefits offered, and possible risks involved.

Restricted stock grants represent a real ownership of equity straightaway, but it carries restrictions and needs time to become fully effective. The ownership usually comes with voting power and the right to receive dividends, which helps in connecting employees with shareholders’ interests. The main limit is the requirement for vesting, where an employee must continue working at the company for a certain time period before they can own all of their granted stocks completely. Even if dividends are given out, they are also under the vesting schedule and could be lost if the worker departs prior to vesting being finished.

ESOs, however, provide the chance – not duty – to buy company stock at a set price after some time which we call vesting period. Unlike restricted stock, ESOs don’t give ownership rights like voting or dividends until they are used and changed into shares. This alteration can be beneficial when the stock value goes higher than its exercise price; this might possibly give more potential profit compared with restricted stock. But, in a situation where the stock price stays lower than the exercise price, options can expire without value – this danger is not usually linked with restricted stock.

Taxation is another factor that varies: usually, restricted stock gets taxed at standard income rates when it becomes vested and the amount depends on market value of shares. ESOs are taxed when they get exercised; how they’re treated by tax law relies on option type (non-qualified versus incentive stock options) as well as if you sell after exercising it or not – this gives potential advantages for planning ahead in taxes.

Both forms of equity compensation aim to motivate employees by linking part of their pay to the performance of the company. However, they have distinct advantages and dangers that make them appropriate for different strategic objectives and worker requirements. 

Equity Compensation: Restricted Stock vs. Stock Options

Restricted stock and stock options are widely used ways to give equity as compensation. Each has its own special advantages and tax consequences for both workers and employers.

Restricted Stock

Restricted stock gives employees shares but with some conditions they must meet, like working for a certain time or hitting performance goals. This kind of stock has benefits because employees get part ownership in the company right away and sometimes can earn dividends and vote on company matters. It makes workers’ goals more similar to those of shareholders, since both want the company’s value to go up. For taxes, staff members pay ordinary income tax rates on the fair market value of shares when they vest. This could be important if the stock price goes up a lot. Companies get advantage by deducting the taxable amount that employees report at time of vesting.

Stock Options

Stock options allow employees the chance to buy company shares at a specific price after some time has passed. The main benefit here is leverage; if the stock’s value goes higher than the set purchase price, workers can get shares for less money than what they would normally cost in the market and make good profit from this difference. These benefits come only when options are exercised, which helps with strategic tax planning. Non-qualified stock options (NSOs) get taxed as regular income based on the gap between the exercise price and market price at time of exercising. Incentive stock options (ISOs) provide good tax benefits under the Alternative Minimum Tax (AMT) if certain rules are followed. When employees exercise Non-Qualified Stock Options (NSOs), employers can deduct this income recognized by employees, but they cannot do that with ISOs.

Strategic Merits

Restricted stock makes sure employees have a part in the company’s success starting from their first day, giving real value as long as the company stays valuable. Stock options can give bigger money benefits connected to how well the stock does but might be worth nothing if the stock price is lower than or equal to exercise price.

Both types align workers’ interests with company’s achievement: restricted stock gives direct ownership advantages, but stock option strategies offer possible profits depending on future share price performance. 

Taxation of Restricted Stocks

Restricted Stock Awards (RSAs) are another common form of stock-based compensation. They tie the interests of employees to those of company shareholders, but they also involve intricate tax considerations.

Tax Liabilities

Workers face tax responsibilities when limited shares become vested, not at the beginning when they are first given. The Internal Revenue Service (IRS) taxes these shares as regular income according to their value on the market at vesting time, setting up a tax foundation for later capital gains if sold after becoming vested in them.

Section 83(b) Election

A smart tax planning method is called the Section 83(b) election. It lets workers be taxed on a stock’s fair market worth when it is given, not when they earn ownership rights. This can lessen total taxes if there is an expected big increase in stock price later on. When people choose the 83(b), they pay taxes at lower initial value; then, any future rise in worth gets taxed under reduced long-term capital gains rates at time of selling and not as much under high normal income rates.

Risks of 83(b) Election

But, the 83(b) election also presents some dangers. If an employee gives up their stock because they leave before it becomes vested, they cannot get back any tax money that has been paid out already. Another risk is that if a person makes this choice and then later on the value of their stocks goes down – even before or after when these shares are given to them officially by company – they still have to pay taxes based on higher worth than what would be at time of vesting or sale for example; meaning possible financial loss occurs due to paying more in taxes than necessary if things go south for them financially speaking (all because had chosen make 83b election).


Making an 83(b) election involves considering your risk tolerance, the chances of stock value increasing and how likely you are to stay with your employer until vesting. It is recommended that you consult a tax expert so as to comprehend what this could mean for taxes and also look into other tax planning options related to restricted stocks. 

Evaluating the Merits and Drawbacks of Restricted Stock

Restricted stock is a major instrument in corporate compensation, offering important advantages along with certain difficulties.


  • Agreement with Shareholders: Restricted stock makes the employees also become shareholders, aligning their interests with those of the shareholders. This motivates them to increase the value and price of shares in the company.
  • Employee Retention: By having vesting periods, employees are motivated to remain in the company until they fully own their shares. This helps improve retention.
  • Less Dilutive: Restricted stock may not dilute earnings per share as much as regular types of stock options since it frequently requires handing out less shares.
  • Performance-Based: Vesting conditions are a way to make sure that the stock is completely transferred only to people who contribute effectively, matching their interests with those of shareholders in the long run.


  • Dilution of Equity: When we give out new shares in the form of restricted stock, it may lessen the ownership value for present shareholders. If not handled with caution, this could have an effect on both share price and feelings towards it.
  • Tax Effects: The people who receive the stock units have to confront intricate tax effects. They need to pay income tax, and it is based on value that’s fair in market when this stock becomes vested – if its share price has increased considerably, then these taxes can be quite large which demands meticulous planning for taxation.
  • Different ways of seeing things: The workers could think that the limited stocks are very important, but people who invest might see them as an expense which brings down how much money is made and this affects how much trust there is from investors and stability in stock prices.

Restricted stock is a good way to link pay with company performance and shareholder worth, and with the help of trading alerts for potential buy and sell opportunities, executives can further align their interests with those of the shareholders. However, it’s important to consider how restricted stock affects the equity of shareholders and the taxes that come with receiving it. 


Restricted stock is a strong instrument for corporate compensation. It links the interests of employees with those of shareholders. Through giving out stock that becomes valid over a period, companies inspire their workers to concentrate on long-term targets which can improve the value for shareholders. This method cultivates devotion and keeping, connecting financial accomplishments to company results while also motivating ownership and responsibility.

However, handling restricted stock programs needs careful balance of benefits and possible drawbacks such as equity dilution, tax effects and how it reflects on shareholders. Smart planning and clear communication are very important to check that the good sides are more than bad sides. Companies have to think well about their aims, what employees need and how actions will affect people who hold shares before they can make wise choices. 

Cracking Down the Restricted Shares: FAQs

What Are the Main Contrasts in Vesting Rules between RSUs and RSAs?

RSUs get given with a commitment of stock after the vesting duration, frequently reliant on performance measurement units. They lack voting rights or dividends until they become vested. However, RSAs are real shares that have been provided initially. They come with restrictions which get removed over time (usually including voting rights and dividends during vesting).

What Is the Effect of the Election under Section 83(B) on Restricted Stock Tax?

By making a Section 83(b) election, recipients can pay taxes based on the stock’s fair market value at time of award. This could decrease total tax if stock value rises. It also initiates capital gains holding periods earlier which could reduce taxes for gains from selling stocks.

Can Restricted Stock Be Sold or Transferred before It Is Vested?

In general, you cannot sell or transfer restricted stock before it becomes vested. Most agreements have rules against this action and doing so ahead of time might result in penalties or the company taking back your shares.

What Happens to Restricted Stock If the Employee Leaves the Company before Vesting?

When an employee leaves a company before the restricted stock vests, they usually lose the stock. But if their contract has rules for faster vesting, it might let them keep some or all of these shares.

In What Way Do Restricted Shares Affect Shareholder Equity and Corporate Governance?

The count of shares outstanding might rise because of restricted shares, it could dilute the ownership percentages for present shareholders. Yet, they may improve corporate governance by matching up employees’ interests with shareholders’, promoting actions that boost share worth and profit from company triumphs.