Difference Between Qualified & Disqualified ISO

Stock options give staff a stake in the success of their company.
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Incentive stock options literally invest workers in a company's success. Stated simply, a stock option is a guarantee to buy a quantity of a company's stock at some point in the future at the current trading rate, anticipating a rise in stock value. Qualified and disqualified ISOs promote the same incentive principle, but with a couple of practical tax-related differences.

Qualified Incentive Stock Options

An ISO that is "qualified" allows you to escape personal taxation of any profit made in the exercising and subsequent sale of the ISOs. This comes in the form of two separate tax savings. At the point the option is exercised, you are exempt from paying tax on the gain between the option-grant price -- when the option was issued -- and the time-of-exercise value of the stock. Secondly, at the time you sell the stock, the profit on the sale qualifies for taxation as a long-term capital gain, usually a lower rate than personal income.

Non-Qualified Incentive Stock Options.

Incentive stock options disqualified from tax savings may take a double hit. The spread between issue and exercise prices is taxed at your regular income rate in the year of exercising. For example, an option for 100 shares at $20 per share will cost you $2,000 to exercise. If stock currently trades at $25 a share, you are taxed on the $500 spread as though it were income. The same is true if you sell your stock within a year of exercising. Twelve months after the date of exercising it becomes taxed as a capital gain.


An ISO must meet two holding criteria to qualify for tax breaks. An ISO is disqualified if it is sold less than two years after the date the option was granted. This disqualification obligates you to pay tax on the spread between the exercise and market prices. An ISO is also disqualified if it is sold less than one year after the date of exercising. Profit is then taxed as earnings rather than a capital gain.


Favorable tax treatment comes at a cost of increased risk for qualified ISOs. Conditions for qualified disposition can be met in a minimum of two years from the time of issue. Thus a quick profit on fast turnaround of options is tempered by the increased tax burden. While there can be substantial tax savings on options that meet qualification, market fluctuations may or may not be favorable to the holder of the options.

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