职业与工作方法github.com
股权补偿开放指南
Open guide to equity compensation
2016 — 2025，它一次次回到首页
黑点是上首页（≥ 50 分）的那次投稿，空心点是没冲上去的投稿，点越大分数越高。
导读
这是一份托管在 GitHub 上的开源指南，系统梳理创业公司员工股权补偿的核心概念与常见陷阱：期权、限制性股票、归属（vesting）、行权、税务，以及公司被收购时股权如何作价。由 Josh Levy 等人撰写，并持续接受社区修订。
为什么经久不衰：股权条款复杂、信息高度不对称，而这份由律师和从业者共同打磨、至今仍在更新的“活文档”，是加入创业公司前值得反复查阅的避坑手册。
HN 评论精选
指出指南对“restricted stock”的定义有误：创业语境下它指受回购权/归属约束的股票。
这份指南对想了解创业公司员工股权问题的人来说是不错的概览。但我发现一处错误：文中说“限制性”股票之所以叫“限制性”，是因为证券法限制了转售权。这在描述封闭持股公司股票时没错，但创业公司语境下的“restricted”股票，指的是授予后受公司回购权约束的股票——服务关系终止时公司可按成本价回购；在归属（vesting）之前，股票存在实质性的没收风险，税务上在风险消失前不视为持有、不产生纳税义务，这反过来给持有人带来重大税务风险……
grellas查看英文原文
This is generally a nice guide for anyone wanting to get an overview of equity compensation issues affecting startup employees. There is one error I caught, where it says that "restricted" stock is called "restricted" owing to the fact that securities laws restrict one's right to resell such stock. While it is true that the securities laws do use this terminology to describe the stock of closely-held companies (and in that sense the use of the term of is accurate), all common stock granted in a closely-held company is restricted in this sense, whether or not it is subject to vesting - that is, it must generally be held for a stipulated period as set forth under Rule 144 before it can be resold by the recipient (Rule 144 technically applies only to public company stock but applies by analogy to that of closely-held stock). In the startup context, "restricted" stock refers to stock that is granted to a recipient but made subject to a repurchase option by which the company may repurchase it at cost on termination of a service relationship. That is, the stock is subject to a substantial risk of forfeiture until it vests. For tax purposes, such stock is not deemed to be owned, and is not subject to tax, until the risk of forfeiture goes away (i.e., it vests). This in turn creates a substantial tax risk to the holder of the stock because there is an immediate tax on the value of the spread (difference between what was paid for the stock and its fair market value at each vesting point), a risk that is eliminated if a timely 83(b) election is filed within 30 days of grant but not otherwise. If stock is granted without any vesting requirements (i.e., an outright grant) it is referred to in common startup parlance as an "unrestricted" grant. Such stock is "restricted" stock in the securities law sense that it generally can't immediately be resold or transferred without complying with the Rule 144 tests. But this is a technical issue for the lawyers. For every practical purpose relevant to founders and employees, it can be treated, as the street parlance says, as an "unrestricted" grant because there are no vesting requirements. Sorry if this is too technical for this thread. But this is an important technical point that is mis-stated in this guide. A brief observation: when stock options first became widely useful in the startup world in the 1980s, ISOs conferred a huge benefit to employees because you could be assured that you could exercise them when they vested without any practical tax risk whatever. Over the years, however, AMT, though first enacted in the 1960s as a "millionaire's tax" to ensure that the wealthy could not easily manipulate tax deductions to avoid paying any tax whatever, evolved into a general catch-all tax that is now used to fill serious deficiencies in the U.S. tax code and that now ensnares many people making pretty average incomes. Once that happened, it effectively killed many of the once-very-special tax advantages of ISOs for employees and turned ISOs into a form of equity compensation that is only slightly more favorable for employees and is often a real disadvantage (for example, the notorious 90-day tail for exercising vested options on termination of employment derives directly from tax-code rules imposed as special restrictions on ISOs alone but today functions to entrap many employees into having to stay in undesirable employment situations far beyond what they intended on pain of losing their vested options altogether if they quit). A final theoretical observation on best types of grants in order of preference: first, unrestricted grants (here, you own it all and can't theoretically ever lose it and you usually have zero tax risk while trying to hold for long-term capital gains); second, restricted stock at a cheap price with a timely 83(b) election (while it vests, and you can forfeit it, the tax picture is near-ideal in giving you a path to long-term capital gains tax treatment with no land…
作者欢迎社区提 issue/PR，把指南当作持续更新的活文档。
我是作者之一 Josh，先谢谢大家的评论和反馈。也请记住这是一个 GitHub 项目！指南还很新、有很多不足，但我们的目标是做一份“活”的指南，而不是又一篇读完就完的博客文章。评论之后请考虑提 issue 或 PR，这个社区集体的知识远多于任何个人作者，我们可以讨论并采纳改进。
zalzal查看英文原文
This is Josh, of the authors of the Guide. First, thanks to everyone for the comments and feedback. Also, please remember this is a GitHub project for a reason! This guide has a lot of shortcomings as it's very new, but our goal for this is to be a "living" guide, not yet another read-and-comment blog post. After commenting here, please consider filing an issue or PR with questions or suggested improvements. A community as talented as this one knows vastly more collectively than any individual authors. We can then discuss and work to get suggestions incorporated.
股权估值依赖资本结构与公司价值，不理解就可能重蹈 Good Technology 员工覆辙。
感谢整理。指南很长，但如果你将处于这种处境就值得一读。普通工资或合同报酬的雇佣关系相对简单，因为报酬价值写在合同里；一旦授予股权就复杂了，你拥有了所有权或经济上类似的东西。要给它估值，你必须理解公司的资本结构和股权结构，正如指南所示，这可能很复杂。当然，即便完全理解这些，你股权的价值仍不确定，因为公司价值不确定；但它能帮你回答：公司以 X 美元出售时我的股权值多少？如果不理解股权价值如何与公司价值挂钩，你可能落得 Good Technology 员工的下场。
stygiansonic查看英文原文
Kudos for putting this together. The guide is long, but worthwhile if you're going to be in this situation. The employer-employee relationship is generally relatively straightforward if you're being paid in regular income/on contract: It's easy to put a value on what you're being paid because that is part of the contract. When you're being granted equity, things get complicated because now you have an ownership interest or something that's economically similar to this. In order to value this, you have to understand the capital structure and corporate structure of your company. This can get complex, as the guide shows. Of course, even if you fully understand these principles, the value of your equity stake may not be certain because the value of your company is not certain; but it will help you answer the question: How much will my equity stake be worth if my company is sold for X dollars? If you don't fully understand how your equity value ties to the company's value, you could end up like the employees of Good Technology: http://www.bloombergview.com/articles/2015-12-23/good-technology-wasn-t-so-good-for-employees
税务等规则因国而异，询问是否有面向欧洲/荷兰读者的版本。
我来自荷兰，饶有兴致地读了这些文章。有些经验可以通用（比如股权只值公司当下的估值，而非未来可能值多少），但很多不能，比如期权、股权等具体的税务处理方式。有没有专门面向欧洲人（或更具体地，荷兰人）的“人类指南”？
Phemist查看英文原文
Although I'm from the Netherlands, I read these articles with great interest. Some wisdoms are transferable (e.g., equity being worth only as much as the company is valuated at right now, rather than what it might be in the future), but many also aren't, such as specific ways in which options, equity etc. are taxated. Are there any "guides for humans" out there that are specifically aimed at us Europeans? (Or, even more specific, us Dutchies?)
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