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A very important aspect that people usually overlook in these cases is the exercise price (in case of options), or immediate tax consequences (in the case of an RSU 83(b) election). If the question is relevant to you, CONSULT SOMEONE WHO'S PROFESSIONALLY DOING THIS STUFF, or at the very least, make sure you read a lot about it.

Generally speaking, the equity you receive (in whatever form) will effectively only reflect increases to the company valuation.

In the case of options, if you get 1% of a $100M-valued company, it is worth $0 if the company value stays <=$100M, and will only be worth $1M if the company value increases to $200M.

In the case of RSUs, if you get 1% of a $100M-valued company, you are taxed as if you were just gifted $1M (pay 35% to Uncle sam today, and a few more % to uncle state as well), although you can't do anything with it, and if you forfeit it (because you're fired or quit or the company folds) you can't get the tax back. However, if the company does get to $200M valuation, and you manage to sell your equity, you'll get $2M in proceeds and only be taxed on the $1M increase this time.



That understanding of RSU taxation is completely inaccurate, so I would agree with your advice to consult with a professional beforehand, rather than "read a lot about it".


Other than stating that you're smarter, could you point to a factual error in my numbers?


83b election and postponed exercise protect you from tax on forfeiture. They don't protect you from decrease in share value, though.


My point is even deeper:

People think "wow, options for 1% of the company. If the whole company is worth $1B, that's $10M!" but that's wrong - the options have an exercise price, which must be realistic at the time of grant. So if the company is already worth $100M, and at the time you can exercise is worth $110M, your 1% options are worth exactly $100K.

And about 83b: it doesn't protect you from tax. It just locks in a specific value for tax purposes (but you have to pay the tax at that second). It's an artificial tax event, which may be in your favor if things work out well, but has immediate costs regardless.




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