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Brief Guide to Understanding ESOPS

Brief Guide to Understanding ESOPS

July 27, 2023

Understanding Non-Qualified and Qualified ESOPs: Unraveling the Tax Implications

Employee Stock Ownership Plans (ESOPs) have gained prominence as effective tools for engaging and rewarding employees while aligning their interests with the company's success. Two common types of ESOPs are Non-Qualified ESOPs and Qualified ESOPs. While they share similarities in their objective of granting employee's ownership in the company, they differ significantly in their tax treatment. In this blog post, we'll explore the differences between Non-Qualified and Qualified ESOPs and how they are taxed differently.


Non-Qualified ESOPs

What are Non-Qualified ESOPs?

Non-Qualified ESOPs, also known as Non-Qualified Stock Option Plans, are employee benefit plans that offer employees the opportunity to purchase company stock at a predetermined price. These plans are typically offered to key employees, executives, or specific groups within the organization.


Tax Implications of Non-Qualified ESOPs:

Taxation upon Exercise: In Non-Qualified ESOPs, employees are not taxed when they receive the stock options. Instead, taxation occurs when they exercise the options and purchase the company shares at the predetermined price (also known as the "strike price" or "exercise price").

Tax Treatment at Exercise: At the time of exercise, the difference between the fair market value of the stock and the exercise price is treated as ordinary income and is subject to payroll taxes (such as Social Security and Medicare taxes) and income tax withholding.

 Capital Gains Taxation: If employees decide to hold the purchased shares for a certain period after exercising the options (known as the "holding period"), any subsequent appreciation in the stock's value is subject to capital gains tax when they eventually sell the shares. The capital gains tax rate depends on the holding period—short-term capital gains for shares held less than a year and long-term capital gains for shares held more than a year.


Qualified ESOPs

What are Qualified ESOPs?

Qualified ESOPs are retirement plans established under the guidelines of the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code (IRC). These ESOPs are designed to provide employees with a tax-advantaged retirement benefit through the accumulation of company stock.


Tax Implications of Qualified ESOPs:

Tax-Deferred Contributions: In Qualified ESOPs, the company makes tax-deductible contributions to the ESOP trust, which holds the company's stock on behalf of employees. Employees are not taxed on these contributions or on the shares allocated to their accounts until they retire or leave the company.

Taxation upon Distribution: When employees retire or leave the company, they receive their vested portion of the ESOP in the form of cash or company stock. The distribution is subject to income tax at the employee's individual tax rate.

Special Tax Treatment for S Corporation ESOPs: In the case of ESOPs in S corporations, certain distributions may be subject to additional tax benefits, allowing eligible employees to defer taxation on the distributed stock if reinvested in other securities.


Key Differences in Taxation

The key differences in taxation between Non-Qualified and Qualified ESOPs can be summarized as follows:

Non-Qualified ESOPs are subject to immediate taxation upon exercise, while Qualified ESOPs provide tax-deferred benefits until distribution at retirement or separation.

In Non-Qualified ESOPs, the appreciation in the stock's value after exercise is subject to capital gains tax upon sale. In Qualified ESOPs, the appreciation is also subject to capital gains tax, but the holding period determines whether it is treated as short-term or long-term capital gains.

Qualified ESOPs may offer additional tax benefits, especially in the case of ESOPs in S corporations, where eligible employees can defer taxation on certain distributions.



Non-Qualified ESOPs and Qualified ESOPs are valuable tools for companies to engage and reward employees through ownership participation. While both types of ESOPs aim to align employee interests with the company's success, they differ significantly in their tax treatment. Non-Qualified ESOPs offer immediate taxation upon exercise and capital gains taxation upon sale, while Qualified ESOPs provide tax-deferred contributions and distribution benefits. Employers considering implementing an ESOP should carefully evaluate the tax implications and consult with tax professionals to choose the plan that best suits their organization's goals and employee engagement strategies.