# Make sure your equity generates wealth, not a shocking tax bill.

## Stock options, RSUs, job offers, and taxes—a detailed reference, including hundreds of resources, explained from the ground up, for employees and managers.

- **The entire online book**
- **364+** links and references
- Digital access to this title in the Holloway Reader
- Downloadable PDF and EPUB for personal offline use
- Newly updated for 2022!

**Length:** 80 pages  
**Edition:** e2.1.1  
**Language:** English  
**ISBN (Holloway.com):** 978-1-952120-03-9

This is the first thing I share when someone is thinking about their equity compensation.  
— Ryley Reynolds (Thrive Capital)

# Table of Contents
- Introduction  
- Scope  
- Who May Find This Useful  
- A Note on Fairness  
- Roadmap  
- How This Guide Is Organized  
- When to Turn Elsewhere  
- Seeking Professional Advice  
- Equity Compensation Basics  
- Growth and Risk  
- Compensation and Equity  
- The Goals of Equity Compensation  
- Fundamentals of Stock Corporations  
- Stock and Shares  
- Public and Private Companies  
- Governance  
- IPOs  
- Sales and Liquidity  
- Startups and Growth  
- Startups  
- Fundraising, Growth, and Dilution  
- Dilution Illustrations  
- Stages of a Startup  
- The Option Pool  
- Counting Shares  
- Classes of Stock  
- How Equity Is Granted  
- Restricted Stock Awards  
- Stock Options  
- Vesting and Cliffs  
- How Options Expire  
- Kinds of Stock Options  
- Early Exercise  
- Restricted Stock Units  
- Using Promissory Notes to Buy Stock  
- Less Common Types of Equity  
- Tax Basics  
- Kinds of Income  
- Federal Taxes  
- State Taxes  
- Taxes on Equity Compensation  
- 83(b) Elections  
- 409A Valuations  
- Taxes on ISOs and NSOs  
- The AMT Trap  
- Stock Awards vs. ISOs vs. NSOs  
- Taxes on RSUs  
- Tax Comparison Table  
- Tax Dangers  
- Plans and Scenarios  
- Evaluating Equity Compensation  
- What Is Private Stock Worth?  
- Can You Sell Private Stock?  
- Stock Option Scenarios  
- Summary of Dangers  
- Offers and Negotiations  
- Why Negotiation Matters  
- Equal Treatment  
- General Expectations  
- Offers  
- Offers From Startups  
- Questions Candidates Can Ask  
- Typical Employee Equity Levels  
- Typical Startup Advisor Equity Levels  
- Negotiation Tips  
- Offer and Negotiation Dangers  
- Documents and Agreements  
- Further Reading  
- General Resources  
- Considerations for Founders  
- Considerations for Candidates and Employees  
- Types of Equity Compensation  
- Taxes  
- Vesting and Expiration of Stock Options  
- Negotiation  
- Forms and Tools  
- Disclaimer  
- Credits  
- Please Help!  
- License

Holloway’s Guide to Equity Compensation is a comprehensive, authoritative resource for founders, managers, and employees. Decisions around equity compensation can be life-changing, and this Holloway Guide offers practical advice on everything from exercising stock options to tax implications to negotiating a job offer from a startup or stock corporation. I wish I’d had access to a resource like this earlier in my career.  
— Leo Polovets (Susa Ventures)

# Researched, written, and edited by experts.

#### Written by practitioners. Edited by professionals.

Original Authors
- Joshua Levy (Holloway)  
- Joe Wallin (Carney Bradley Spellman)

Contributions and Review
- José Ancer (Egan Nelson LLP)  
- Michael Brown (Fenwick & West)  
- George Grellas (Grellas Shah LLP)  
- Zach Holman  
- Chris McCann (Greylock Partners)  
- Leo Polovets (Susa Ventures)  
- Eric Tyson

Production
- Rachel Jepsen — Editor  
- Andy Sparks — Editor  
- Hope Hackett — Research  
- Dmitriy Kharchenko & Leigh Taylor — Graphics

# Why pay for an online book?
At Holloway, we imagine a place on the web where depth, quality, and high-value writing are the norm. A place where experts’ ideas are accessible to anyone. Where thoughtful, inclusive, and well-written resources win over quick takes, self-promoting blog posts, and content marketing.

We believe you, the reader, know the difference. It’s the 2020s. You recognize sites riddled with ads and clickbait headlines. Deep and comprehensive resources take expertise, time, and money to build. By buying access to this title, you’re supporting a place online that makes longform reading a pleasure—and allowing us to pay authors, contributors, engineers, and editors who build and improve them. Holloway is a new and powerful way to publish. We hope you’ll join us on the journey.

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