Startup Equity & Executive Compensation

Stock Options Calculator

Model startup stock option grants, exercise costs, current 409A fair market value spreads, ISO AMT vs. NSO ordinary income tax exposure, and projected liquidity proceeds.

Grant & Valuation ParametersPrivate & Client-Side

25,000 shares
Liquidity Modeling
Total Exercise Cost
$31,250
25,000 × $1.25
Projected Net Pre-Tax Gain
$568,750
19.2x multiple on capital
Current Paper Value
$137,500
at 409A FMV
Current Paper Spread
$106,250
FMV minus Strike
Est. AMT Spread
$29,750
AMT preference
Total Out-of-Pocket Cash Needed to Exercise: $31,250 (includes $31,250 purchase price + $29,750 estimated upfront tax obligations for ISO grants).

Vesting Milestone Progression

MilestoneVested SharesVested %Paper ValueExit Value
Year 1 (Cliff)6,25025%$34,375$150,000
Year 2 12,50050%$68,750$300,000
Year 3 18,75075%$103,125$450,000
Year 4 25,000100%$137,500$600,000

Stock Option Valuation & Tax Mechanics

Exercise Cost & Intrinsic Value

Exercise Cost = Share Count × Strike Price
Intrinsic Spread = Share Count × Max(0, FMV Price − Strike Price)

The intrinsic spread represents your on-paper equity wealth at the current 409A fair market valuation.

ISO vs. NSO Tax Distinction

• Incentive Stock Options (ISOs): No ordinary tax upon exercise. The spread (FMV − Strike) is an AMT preference item. If held >2 years from grant and >1 year from exercise, proceeds are taxed at favorable long-term capital gains rates.• Non-Qualified Stock Options (NSOs): The spread (FMV − Strike) is treated as W-2 wage compensation at exercise, subject to immediate income and payroll taxes.

Frequently Asked Questions About Startup Stock Options

What happens if I leave the company before an IPO or acquisition?

Most standard startup option agreements enforce a Post-Termination Exercise Period (PTEP) of 90 days for ISOs. If you do not exercise your vested options within 90 days of leaving, they expire and return to the company option pool. Some forward-thinking startups extend this window to 5-10 years.

What is an 83(b) election and does it apply to options?

An 83(b) election applies to restricted stock or early-exercised options. It allows you to pay taxes on the fair market value at grant/exercise rather than waiting for vesting. It must be filed with the IRS within strictly 30 days of stock receipt. Standard unexercised stock options cannot file an 83(b).

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