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  • 1.  Employee to contractor

    Posted 09-26-2025 08:36

    We have an engineer who was originally hired as an employee and received an ISO grant. They're moving over to a contractor role, but we'd like to keep their vesting going without disrupting the schedule. Since ISOs require employee status, what's the cleanest way to handle this so the equity doesn't get messed up? Do we amend the original grant to convert to NSOs, or issue a new grant? And how do we reflect the change in Carta?



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    Rose Jian
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  • 2.  RE: Employee to contractor

    Posted 09-29-2025 09:27

    Hi Rose, 

    I'm not an attorney or expert in this area, however, I've managed a similar situation in the past. I imagine that your Incentive Stock Plan has a clause regarding  requirements for when an employee is no longer an employee, and to some degree dictates your plan of action. In our situation we looked at how many of the ISOs weren't vested and then reissued with a similar vesting schedule to the former employee - now contractor.  (taking into consideration any new 409a valuations etc..)

    Best regards,

    Chad  



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    Chad Stamper
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  • 3.  RE: Employee to contractor

    Posted 09-29-2025 11:29

    Hi Rose -

    You might need to get acknowledgement of the change to contractor your grant is converted to NSO. I am assuming this person in continuing to be service provider to your company.   Within Carta, you are able to "modify the grant" and under the compliance section add the date of the ISO to NSO conversion (effective date of moving to contractor role).  You would want to make sure this change is noted in your deferred tax asset report and I usually tag with administrative note to grant.  I also suggest working with Carta Admin support can help you and answer any questions.



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    Christie Johnson
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  • 4.  RE: Employee to contractor

    Posted 09-29-2025 11:50

    Thank you for the insights, @Chad Stamper and @Christie Johnson. Do you know if it's preferable to modify the existing grant or to cancel and reissue? Or is that just preference? 



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    Rose Jian
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  • 5.  RE: Employee to contractor

    Posted 09-30-2025 08:22

    Hi Rose -  This question should be reviewed with your legal counsel and also accounting team.  Please review the language in your stock plan as well, as most plans will address the relationship change employee to contractor.  

    You will not be able to change the award to NSO within Carta, since your board approved the grant as ISO.  However, adding the ISO DD date will change the NSO, however your cap table reporting will show as ISO but you can also see the ISO DD reporting on the stock plan ledger.

    Christie



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    Christie Johnson
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