What is the withholding for a cashless exercise?

July 27, 2001

Date:   Wed, 9 May 2001
From:   Elizabeth

If said employee x quit her company and exercised some NQSO’s would they be taxed on the difference between the option cost and “market value” in the case of a cashless exchange. In other words, the company is going to withhold 40.65 percent. Should they withhold 40.65 percent on the proceeds of the sale or the market value at the time of exercise?

I believe that it is on gain from option cost to market value at the time of exercise or sell as the case is and this would not take into account any commission. I need links that will back me up. Written proof for my boss tomorrow. Please help.



Date:   Wed, 25 Jul 2001

Hello Liz,

Sorry, but I can’t give fast responses to nonclient email questions. I take care of paying customers first and answer other questions when I have time available.

The ordinary income that will be included on the employee’s W-2 is the excess of the fair market value of the stock on the date of exercise over the option price. (Internal Revenue Code Section 83(a), Treasury Regulations Section 1.83-7(a).)

The sale should also be reported on Schedule D, for the net proceeds less the tax basis of the stock. The tax basis of the stock is the fair market value on the date of exercise used by the employer for reporting W-2 income. Consequently, there will probably be a small short-term capital loss reported from the sale of the stock.

Good luck!

Mike Gray

For more information about non-qualified stock options, request our free report “Executive Tax and Financial Planning For Non-Qualified Stock Options”.

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