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Restricted Stock: Performance Shares


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Performance Shares: What You Need To Know (Part 1)  This is premium content

Bruce Brumberg
NEW! A growing number of companies are making stock grants that base your profit on more than just your continued employment or an increase in stock price. As companies take a "portfolio approach" to stock compensation, you may be granted performance shares along with restricted stock and stock options. In Part 1 of this series, learn about the structure of performance share grants.

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What is the difference between restricted stock and performance shares or units?  This is premium content

Restricted stock shares are issued up front at grant, but you do not own them outright and cannot sell or transfer the shares until the restrictions lapse. With standard restricted stock units the situation is similar, except that...

UPDATED! What do examples and surveys show about the effects mandatory expensing is having on my stock grants?  This is premium content

Surveys show that rank-and-file employees and executives are likely to receive fewer stock options, or that grants will be made only at higher levels. In addition, the types of equity grants at companies have changed. A summary of data in surveys from 10 major consulting and research firms shows that...

Is the original vesting schedule ever accelerated by reaching performance milestones or special goals?  This is premium content

Some companies let the standard time-based vesting schedule accelerate if...

UPDATED! What are the features of long-term performance awards, such as performance shares and units? What do surveys say the most commonly used metrics are?  This is premium content

These long-term incentive plans have performance targets that, when reached by the end of the measurement period (e.g., a three-year period), trigger vesting or payout according to the structure of the plan. The payout can be all or nothing of the target payout (100% or 0%), or the grant size can be based on a sliding scale that gives you less than or even more than the target grant size. Performance share grants with payouts that can exceed the target (e.g., 150%) for exceptional performance can provide...

Does a grant of restricted stock or performance shares have an expiration date, as stock options do?  This is premium content

Not for standard time-vested restricted stock. These grants do not have a term, as stock options do. Whether restricted stock vests or not depends on...

W-2 diagram! What will appear on my W-2 in connection with a grant of performance shares?  This is premium content

Performance shares result in ordinary income to you. This occurs when the grant vests after specified targets are reached and shares are then either delivered or paid out to you (depending on the structure of the grant). Your compensation is...

Schedule D diagram! How do I report the sale of my performance shares on my federal income-tax return?  This is premium content

You need to complete a Schedule D, Capital Gains and Losses, for the year of the sale of your stock and file it with your Form 1040 federal income-tax return. You do this even if you are only...

How common are stock options, restricted stock, and performance shares outside the US? Do surveys show trends?  This is premium content

Consulting firms have studied the use of stock compensation in both developed and emerging economies. Stock options remain popular, but interest is growing in restricted stock/RSUs and performance shares. Among surveyed countries...

UPDATED! How common are premium, indexed, and performance-based stock options?  This is premium content

Companies set the exercise price at some premium to the current market price as an additional...

UPDATED! Can my stock option grant be designed to vest only when certain performance targets are reached?  This is premium content

In these grants the exercise price is equal to the fair market price on the grant date, but the grant vests only when certain targets, such as...

I am a senior executive. When do I make my Form 4 filing for restricted stock, restricted stock units, and performance shares?  This is premium content

Within two business days of the grant, you file Form 4 electronically under the SEC's Section 16 rules. At vesting, depending on the withholding method...

UPDATED! Will my company be able to take a tax deduction for the value of my restricted stock, restricted stock units, performance shares, or stock options if my compensation already exceeds $1 million?  This is premium content

This depends on what triggers vesting. Section 162(m) of the tax code limits your company's deduction to $1 million unless a senior officer's compensation over this amount meets the performance-based exception. Stock grants are structured to meet this by...

With restricted stock units, can I defer delivery of the shares at vesting?  This is premium content

Delaying the delivery of RSU shares (and thus ordinary income taxes) at vesting depends on whether your company has a provision for this in its stock plan. Deferral is not...

Does the accelerated vesting of my stock options, restricted stock, and/or performance shares in a change of control have any tax impact on me, such as for ISOs and golden parachute payments?  This is premium content

With stock grants of normal size, you face no tax impact beyond the standard tax treatment. ISOs may be converted to NQSOs should any acceleration of vesting cause...

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Featured FAQs
NEW! What is the tax treatment of my restricted stock in an acquisition? This is premium content
This depends on how restricted stock (or restricted stock units) is treated in the acquisition...
NEW! Will my income from restricted stock vesting be netted against my short-term capital losses from this year (or those that were carried forward from last year)? This is premium content
The value at vesting is all ordinary income. You have capital gain only for the increase in the stock price after vesting. Only this gain at sale can be...
W-2 diagram! What will appear on my W-2 in connection with a grant of performance shares? This is premium content
Performance shares result in ordinary income to you. This occurs when the grant vests after specified targets are reached and shares are then either delivered or paid out to you (depending on the structure of the grant). Your compensation is...