Checklist

Post-termination exercise.

Leaving a company starts a countdown on every outstanding option. Use this checklist to make sure a client doesn't lose value to a deadline they never tracked.

Map the deadlines

  • For ISOs, confirm the exercise date falls within 90 days of termination — this is a statutory requirement (IRC §422), not a plan choice
  • For NQSOs, confirm the plan's specific post-termination exercise window — companies set this independently, and it can be shorter or considerably longer than 90 days
  • Separate vested-and-exercisable options from unvested, forfeited ones
  • Flag any options nearing their original expiration date regardless of the termination window

Plan the funding

  • Determine whether the client has cash on hand to cover the exercise cost
  • Evaluate a cashless exercise or sell-to-cover approach if liquidity is tight
  • Confirm whether the company plan permits a net exercise

Model the tax consequences

  • For ISOs exercised within the 90-day window, calculate potential AMT exposure on the spread
  • For ISOs exercised after day 90, confirm they've automatically converted to NQSO tax treatment — the spread is ordinary income
  • For NQSOs, confirm the ordinary income and payroll tax due at exercise
  • Compare the after-tax value of exercising now against letting the options lapse

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