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Subject:   Negotiating ISO
Date:   Fri, 11 Jun 1999
From:   Gary

I am considering a a job offer and the compensation will involve incentive stock options. How do I evaluate an ISO offer for a private company? How negotiable are the terms of such as plan in terms of vesting, dilution etc.?

Answer

Date:   Wed, 28 Jul 1999

Hello Gary,

Sorry I haven’t written back to you sooner.

I don’t really have an easy answer for you on this one.

The terms of vesting are negotiable, but limits apply about the value of stock for which you can qualify for ISO benefits when exercising in any tax year.

With a start-up, it can be very difficult to negotiate dilution. It’s expected that the company will be issuing many more shares.

Ultimately, accepting options as part of your compensation package is a "bet" that you expect the company to perform very well in the future, so the options will be valuable. You need to evaluate the prospects and promise of the business.

Good luck!

Mike Gray

For more information about incentive stock options, request our free report, Incentive Stock Options - Executive Tax and Financial Planning Strategies.

IRS Circular 230 Disclosure: As required by U.S. Treasury Regulations, you are hereby advised that any written tax advice contained in this answer was not written or intended to be used (and cannot be used) by any taxpayer for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code.