Reasons to Use the Employee Stock Option Fund

• You can’t afford the cost of exercising your stock options.
• You can’t afford the Alternative Minimum Tax (AMT) that results from exercising.
• You feel that investing in a startup company is too risky.
• You need a bridge loan while your stock is in IPO lockup.
• You want to sell some of your shares but they have yet to reach their potential value.
• You want to be free to change jobs but not waste the options you’ve vested.
• You want to pre-exercise unvested options to avoid future AMT.
• You have expensive NSOs due to the IRS 100K Limit.
• Your options are a part of a divorce settlement.
• You want to get some cash for the private shares you already own.
• You want to leverage so that you can increase your equity while diversifying.
• You want to qualify for the discounted long term capital gains tax rate.
• You want to establish an official liquidity program for your startup employees.

How does this work?
This link has an overview of the funding process. If we decide to proceed with a transaction, the ESO Fund will provide you with the funds to pay the cost of exercising your stock options and may provide you with additional liquidity for tax obligations. No repayment is due unless and until there is a liquidity event involving the company that issued the shares, such as a sale or IPO. You may terminate our agreement by paying us back at any time before final liquidity under the terms of our agreement.

Who owns the stock?
You do as the person who exercised your stock options. We enter into an agreement directly with you regarding the repayment, which can be from the proceeds from the sale of the stock or your own resources.

Is there any risk to the option holder?
Many venture backed companies fail and investors lose their entire investment. Many option holders have paid to exercise their options, only for the stock to become worthless. Moreover, the IRS still collects AMT tax from optionees based on the exercise price even if the stock subsequently collapses in value. The ESO Fund assumes the financial risk associated with exercising stock options and will not seek repayment from you should your stock become worthless. If you are concerned about high taxes resulting from the exercise, then you can also request a larger advance from ESO to cover your tax needs. The funds advanced by ESO for both the exercise and the taxes are on non-recourse terms.

Is this the same as a secondary market sale?
No, in a secondary market sale, you forfeit all future profits in exchange for a fixed price at the time of the sale. Rather than giving away all potential future value of your shares via a secondary sale, a transaction with the ESO Fund allows you to retain the upside potential.

Is there a minimum or maximum transaction size?
We will consider transactions of up to a maximum of $3 million. There is no minimum size.

Can I sell my stock to the ESO Fund?
No, we prefer stock that still has substantial appreciation potential. If your stock has not yet appreciated significantly, you should consider obtaining an advance from ESO instead of selling it. By doing so, you retain the possibility of unlimited appreciation upside while recouping your cash and passing the risk of company failure on to the ESO Fund instead.

Will I be subject to Alternative Minimum Tax (AMT)?
It is common to exercise early in an effort to qualify for long term capital gains tax treatment and to avoid future increases in fair market value that subject you to a very large AMT bill. AMT depends on your option grant and financial situation. Please see our Alternative Minimum Tax resource page for more information.

How can venture backed companies benefit from the ESO Fund?
If your company is doing really well but circumstances are delaying your IPO, consider using the ESO Fund to provide partial liquidity for your employees. If you are contemplating a switch to non-expiring NSOs to avoid having to exercise options, letting the ESO Fund extend the life of your ISO program is far more tax efficient and preserves the employee retention and alignment incentives.

Can I sell my stock on the secondary market?
You can sell your stock at any time subject to your company’s transfer restrictions but ESO’s repayment will be due at that time.

What criteria do you look for in a stock option?
The minimum requirement is that your stock grant is issued by a company primarily funded by institutional venture capital. The most important criteria are the prospects of the venture backed company itself. The company should have an innovative business with a large potential market, outstanding management, a well funded business plan, and experienced investors. To transact with the ESO Fund, you must be a United States Citizen or Permanent Resident residing in the US and pass a credit and criminal background check. Canadian citizens residing in the USA or Canada who work for companies backed by US institutional venture capital firms are also eligible.

What if I work for a publicly traded company?
The ESO Fund does not provide financing for stocks in publicly traded companies because numerous companies such as your brokerage firm can already do this for you. The exception is public companies still in their 6 month IPO lockup window. A cash advance from ESO can help bridge any urgent needs for employees during the IPO lockup.

How can executive recruiters benefit from the ESO Fund?
The ESO Fund can unlock the proverbial golden handcuffs that prevent candidates from leaving their current jobs. See our recruiter resource page for more information.

Can I get an ESO loan for options in a divorce settlement?
Incentive Stock Options are usually not transferable to other parties including spouses. However, you can use an ESO advance to exercise the options and then divide up the resulting shares of stock. Click for more information.

Will ESO pay my NSO Withholding Tax?
Yes, if we approve the risk profile of your stock then we can advance enough money to cover your taxes as well. However, it is your responsibility to determine your correct tax needs and request an advance of sufficient size from ESO.

Can an ESO Advance Serve as a Collar?
No, it cannot serve the purpose of taking some money off the table on a non-recourse basis so that you essentially guarantee a minimum return on your stock. Our advances are typically only for the cost of your exercise and taxes. As such, you haven’t secured a meaningful profit except perhaps for a small amount when we over estimate your actual tax needs.

After an IPO, when does ESO get repaid?
Most IPO lockups are 180 days. Once the lockup expires and your shares can be sold, then ESO needs to be repaid within 5 days. If you don’t want to sell your shares, you can repay ESO using other resources but any future fluctuation in stock price on the shares you could have sold will be your own responsibility. If you are an executive subject to additional blackout windows on selling, then ESO’s repayment is deferred until your first opportunity to sell.