RSUs in Spain. That the figure does not exist in Spanish law is not a technicality: it means your case is settled by reading your plan and your residence history, not by applying a general rule. Two people at the same company, with the same grant, can end up paying different amounts.
Ingrid Solberg is Norwegian, has lived in Málaga since 2020 and works as head of engineering at the Spanish subsidiary of a Seattle video game company. She has accepted an offer from another company and her last day will be 15 October 2026. She holds 18,000 options at an exercise price of 8 USD: 12,000 vested and 6,000 that would vest over the next two years. The share trades at 28 USD. The people team has sent her an email with a sentence that worries her: "You have 90 days from your termination date to exercise your vested options". She wants to know what she loses, what she keeps and whether the date on which she exercises changes what she pays.
Vested and unvested: the plan decides
The first thing to be clear about is that what happens to the options on leaving is not set by tax law, but by the plan and the grant letter. In most plans of US companies:
- unvested options lapse on the termination date, with no compensation;
- vested options can be exercised during a period after termination, which is often three months;
- if they are not exercised within that period, they expire.
Some plans have longer periods, acceleration clauses for certain types of departure or distinctions between good leaver and bad leaver, especially in European companies. That is why you should read the specific plan and not rely on the HR email. The guide on how to read an equity incentive plan shows where each clause sits.
Some plans, above all in companies that are not listed, also reserve for the company a right to buy back shares already exercised when the employee leaves, sometimes at below market price if the departure is considered "bad". If such a right exists, it changes the calculation of what Ingrid keeps and may produce a loss on sale.
| Ingrid's options | Position on leaving | Tax consequence |
|---|---|---|
| 6,000 unvested | They lapse | None: there was never any income |
| 12,000 vested and exercised in time | They become shares | Employment income in the year of exercise |
| 12,000 vested and not exercised | They expire | None, and there is no deductible loss either |
It is still employment income after you have gone
A common doubt is whether, by exercising after termination, the income stops being salary. It does not. Article 17.1 of the Spanish Income Tax Act treats as employment income any benefit deriving directly or indirectly from the employment relationship. Ingrid's options arose from her contract with the subsidiary, and exercising them in December or January does not change their origin. She will be taxed on them as employment income in kind, even though she is no longer on the payroll.
Working out the exercise
If Ingrid exercises the 12,000 options with the share at 28 USD and an assumed rate of 0.90 € to the dollar:
- Value of the shares: 12,000 × 28 = 336,000 USD.
- Exercise price: 12,000 × 8 = 96,000 USD.
- Spread: 240,000 USD.
- In euros: 240,000 × 0.90 = 216,000 € of employment income.
She will also have to pay 96,000 USD of exercise price, unless she chooses an exercise with a simultaneous sale.
The tax effect of the timing of exercise
Ingrid's 90-day window starts on 15 October and ends in mid-January 2027. That lets her choose, within the window, between exercising in 2026 or in 2027. Since employment income is allocated to the year in which it is obtained, the date decides which return it falls into:
| If she exercises in… | General base for the year | Comment |
|---|---|---|
| November 2026 | 95,000 € of salary to October + 216,000 € of spread = 311,000 € | It piles up on top of an almost full year's salary |
| January 2027 | 216,000 € of spread + the salary from the new job | Depends on what she earns in 2027 |
If Ingrid is going to earn less in 2027, for example because she takes a few months' sabbatical before starting, exercising in January reduces the part of the spread taxed in the highest bands of the scale. If she is going to earn more, it may be the other way round. The exact tax depends on her autonomous region and is worth calculating under both scenarios.
The risk of waiting until January is a market risk, not a tax one: during those three months the share may fall, and if it drops below 8 USD the options will lose their value. And the risk of cutting it fine is operational: an exercise the broker does not process in time is the same as not having exercised.
Post-termination windows are counted according to the plan, often in calendar days and by the time zone of the company's headquarters. If the last day falls on a public holiday or the broker needs time to execute, you could lose everything. Exercise with time to spare. We cannot guarantee how your plan will count the period without reading it.
Three pieces that are often forgotten
The 30 % reduction. If more than two years have passed between grant and exercise and you did not use it in the previous five years, it could apply to the spread. Note: if Ingrid also receives a severance payment for leaving, that income deriving from the termination of the employment relationship is counted separately and does not block the reduction on the options. We cover this in the 30 % reduction.
The payment on account. The Spanish subsidiary may still be required to make the payment on account on the spread even though Ingrid no longer works there, but in practice it often never hears of the exercise. If it does not appear in the certificate, Ingrid will declare it all the same and should set the amount aside: see nothing has been withheld.
A change of country. If Ingrid left the company to move to another country, the split of the spread between States would depend on the treaty and on the days worked in each one during vesting. It is a question analysed in I have left Spain and my RSUs are still vesting, and the other country's side is confirmed by the client's adviser there.
What Ingrid can do before her last day
- Ask in writing for the exact exercise window and how it is counted.
- Check whether the plan allows an exercise with a simultaneous sale, so as not to lay out the 96,000 USD in advance.
- Calculate the tax with an exercise in 2026 and in 2027.
- Decide how many options to exercise: she need not exercise all of them if she does not want to take on the risk of holding shares.
You can send us the plan, the grant letter and your leaving date through the equity form so that each option is placed in its year before the clock runs out.
What happens to equity when you change jobs is one of the situations we explain on the Salama Tax page on stock options and RSUs, together with the documents to ask the company for before you leave.