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017

Case 017Concentrated positions and liquidity eventsCore

A tech employee holds Rs 2.4 crore of restricted stock units in his US-listed employer, vesting quarterly. Set a sell-on-vest rule and show the currency and tax points at vest and at sale.

1The situation

Vikrant Deo, 38, works in Bengaluru for the invented Qorvane Systems, which is listed in the US. He has 2,400 unvested restricted stock units that vest in eight equal quarterly lots of 300 over two years. At today's price of $125 and an illustrative Rs 80 to the dollar, each lot is worth Rs 30 lakh, Rs 2.4 crore in all. His salary and bonus also come from Qorvane.

His marginal tax rate is an illustrative 39%. Under the Indian framework, which he must confirm with a tax adviser, the value of shares at vest is taxed as salary, that value becomes his cost for any later capital gain, and gains on foreign shares are taxed on the rupee amounts, so the exchange rate matters.

2Your task

Should he hold the vested shares or sell them, what tax arises at vest and at sale, and how does the rupee enter?

Quick check

Qorvane shares vest at $125 and Vikrant holds them. A year later the dollar price is still $125, but the rupee has moved from 80 to 84. What happens if he sells?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Sell each lot as it vests and redeploy the proceeds. Every vest is Rs 30 lakh of salary, taxed at about Rs 11.7 lakh whether he holds or sells. Selling at once makes the capital gain close to zero and moves Rs 18.3 lakh a quarter, about Rs 146 lakh in two years, out of the company that already pays his salary. Holding adds a currency exposure and a second tax point at sale.

Step 1Why is a vested share a fresh decision?

Ask the question the other way round. If Qorvane paid Vikrant Rs 18.3 lakh of cash bonus this quarter, would he use all of it to buy Qorvane shares? Almost nobody says yes. A vested share is economically the same as cash he has been paid and then used to buy his employer's stock, so holding it is an active choice to make that purchase. And his salary, bonus and future grants already depend on Qorvane doing well; holding the shares too puts his income and his savings on the same bet, like a shopkeeper whose savings are all in his own shop.

Step 2What is taxed at vest, and what is left?

At vest, the market value of the shares is a salary perquisite. Each lot is 300 shares at $125 and Rs 80, Rs 30 lakh, taxed at an illustrative 39%, about Rs 11.7 lakh. Employers usually sell about 117 shares to cover it, leaving 183 shares worth Rs 18.3 lakh. That tax is owed on the value at vest, even if the shares fall the next day, which is why holding after vest adds risk without saving any tax. The value at vest also becomes his cost for capital gains.

Every vest is new money: tax at vest, then a fresh choice to holdQ1Q2Q3Q4Q5Q6Q7Q8Each vest: 300 shares x $125 x Rs 80 = Rs 30 lakhTax Rs 11.7 lakhSell on vest: Rs 18.3 lakh a quarter, Rs 146 lakh over two years, into a diversified portfolioNet Rs 18.3 lakh
Each of Vikrant's eight quarterly vests is worth Rs 30 lakh, of which about Rs 11.7 lakh is tax at vest; selling the remaining Rs 18.3 lakh at once moves about Rs 146 lakh out of Qorvane over two years.
Step 3What happens at sale, and where does the rupee come in?

If he sells on the vest date, sale price equals cost and the capital gain is close to nil. If he holds, two things move: the dollar price and the rupee. Indian tax sees only rupees, so a flat dollar price with a weaker rupee still produces a taxable gain. Holding 183 shares while the rupee moves from 80 to 84 creates a gain of about Rs 0.92 lakh with no change in the share price. The reverse is just as possible. Foreign shares also have their own holding period for long-term treatment and must be reported as foreign assets in his return; confirm both, and the exchange rate the rules require, with his tax adviser.

If he holds all eight net lotsValue, Rs lakh
Taxed as salary at vest, eight lots240.0
Tax paid at vest, whatever happens next93.6
Net shares held, valued at vest146.4
Same 1,464 shares at $75 and Rs 8492.2
Loss if he had held-54.2
If Qorvane falls 40% to $75 while the rupee weakens to 84, holding every net lot turns Rs 146.4 lakh into Rs 92.2 lakh, after Rs 93.6 lakh of tax was already paid on the full vest values.
Step 4How would you write the rule?

Simple enough to run without a decision each quarter: on every vest date, sell all remaining shares after tax and move the proceeds to his diversified portfolio. A standing rule takes the emotion out of each vest, which matters most in the quarters when the stock has just risen and holding feels clever. If he wants some exposure beyond what his future grants give him, cap it, say 10% of his liquid wealth, and keep only the shares above that cap for sale. Check the company's trading window and any insider trading rules before each sale. The limit: selling gives up any rise in Qorvane, and he should expect to feel that in a good year.

Where candidates lose it

The common mistake is thinking tax is owed only when shares are sold. Vest is the first tax point, on the full value, so holding to defer tax defers nothing and only adds price risk.

The second is forgetting the currency. Candidates compute gains in dollars; Indian tax uses rupees, so a flat share price can still produce a taxable gain, or a loss, when the rupee moves.

What the interviewer asks next

  • Qorvane stock has doubled since grant and Vikrant expects it to keep rising. How do you respond?
  • He also holds Rs 60 lakh of already vested shares bought years ago. How would you unwind those?
  • How does the answer change if he plans to move to the US in two years?
← Case 016A 60-year-old with Rs 5 crore spends Rs 20 lakh a year, rising with 6% inflation. Build a three-bucket plan, size each bucket, set the refill rule, and show it surviving a bad start.Case 018 →A business owner with an Rs 80 crore company has personally guaranteed a Rs 10 crore bank loan. If he dies, what happens to the guarantee, the family's liquidity and the business, and how would you plan for it?

Company names and figures are illustrative.

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