Stock appreciation rights (sars) an Insight

Stock appreciation rights (sars) an Insight

Stock Appreciation Rights is defined as a plan in which participants, who are either corporate directors, officials, or workers, are eligible to receive cash due to an increase in the company's stock price, subject to specified vesting conditions.

Employee pay in the form of Stock Appreciation Rights (SARs) is connected to the company's stock price over a set period. Employees profit from SARs when the particular company's stock price rises, making it similar to Employee Stock Options (ESOs). On the other hand, employees do not have to pay any workout fee when using SARs. Rather, they are paid the total rise in shares or cash.

Stock appreciation rights are a way for a firm's management or employees to get a bonus if the company does well financially. A 'plan' is a term for such a procedure. SARs are similar to employee stock options in that they reward the holder/employee when the stock price rises.

SARs plan is similar to Phantom Stocks as both are the bonus of cash where some plans of them may benefit as shares form. The main distinction is that phantom stocks often reflect stock splits and dividends. Phantom stocks are known as a promise that an employee will receive either the value of the company's shares or a percentage of the gain in the stock price over a set period.

SARs usually offer the employee cash based on the increase in the value of a certain number of shares over a specified period. Phantom stock is a type of stock that pays out cash or stock bonus based on the value of a certain number of shares at the end of a set period. SARs may not have a predetermined settlement date; similarly to options, employees may be able to exercise their SAR at any time. SARs do not pay dividends, whereas phantom stock does. The payout is taxed as ordinary income to the employee and is deductible to the company when it is made.

Some phantom plans tie the award to the achievement of certain goals, like sales, earnings, or other metrics. The phantom stock under these programs is commonly referred to as "performance units." Although phantom stock and SARs can be granted to anybody, they may be considered retirement plans and subject to federal retirement plan requirements if they are distributed widely among employees. This issue can be avoided with careful plan structuring.

Pros and Cons of SARs:

The main benefit of SARs is their adaptability. SARs can be structured in a variety of ways to suit the needs of various people. This flexibility, however, necessitates a variety of decisions. Companies that issue SARs must decide which employees receive them, how much these incentives are worth, how liquid the SARs are, and what vesting procedures to utilize.

They are popular among employers since the accounting laws are more advantageous than in the past. They are treated in the same way as traditional stock option schemes, with fixed rather than variable accounting treatment. SARs, on the other hand, require fewer shares to be issued and dilute the share price less than standard stock plans. SARs, like all other forms of equity pay, can help motivate and retain workers.

SARs are known to be the high-risk form of employee pay, despite their many advantages. SARs often expire worthless if the stock of the company does not appreciate.




Provides incentives to employees without requiring them to give up equity.

     Employees may not be motivated by the prospect of future monetary bonuses if they do not own the company.

It eliminates the need for employees to purchase stock options.

    When employees buy stock, there isn't enough money to go around.

When compared to other solutions, they provide a lot more versatility.

    Flexibility also necessitates more judgments about who receives what, vesting procedures, and so on.


Features of SARs:

  • Grant Price: The cash bonus is calculated based on how much the stock price has risen since the grant date. The grant price is usually the fair market value of the appreciation rights on the date they were awarded.
  • Vesting Period: This is the time frame in which the vesting conditions must be met, and it begins on the grant date.
  • Exercise Period: This is the time when the participants must put their SARs to use. It begins once the vesting period has ended and continues until the expiration date has passed.
  • Expiry date: This is the day on which the scheme will come to an end. The participants will not be able to use their SARs after this time.

The SAR Scheme Implementation Process:

The first problem is determining how many SARs the corporation intends to distribute and identifying the scheme's participants. Second, the company's stock must be evaluated defensively and prudently. Finally, during the exercise time, the availability of cash to finance the SARs must be managed.

The SAR scheme will be implemented as follows:

  1. The Board's consideration and approval of the SAR scheme, as well as the formation of a "Compensation Committee" ('CC') authorized by the Board to make SAR-related decisions.
  2. The CC is responsible for making the following decisions:
  • Identify the participants who will be offered the SAR scheme, the overall amount of SARs that will be offered, and the ratio in which they will be offered to individual participants.
  • Establishing performance goals for members to meet as vesting criteria and evaluating them using objective parameters or performance assessment tools.
  • Choosing a grant price, vesting duration, exercise period, and expiration date.
  • Methods for securing cash to support the project and temporary investments if necessary. It is also possible to include a provision in the scheme that the SAR scheme will not be paid out if the fund-raising rounds are unsuccessful.
  1. The CC is in charge of drafting the SAR plan, Grant Letters, and other documents. The SAR scheme is a legal document that lays out the overall SAR strategy, including the scope, applicable legislation, and legal requirements. Grant Letters are used to enter into agreements with the scheme's participants. They must identify the various conditions under which the scheme will be vested in their favor, such as performance-based targets, service time requirements, or any combination of the foregoing as determined by the CC.
  2. After the vesting period, the CC will evaluate whether the performance obligations have been completed and if the SARs have vested in the relevant participants.
  3. Cash will be handed out to the participants if and when they exercise their rights during the exercise time.

Also, SARs are being awarded to participants who have already completed their duties; the grant and vesting dates for such personnel will be the same. If, for example, the company chooses to award SARs to employees who have already met their targets in FY 17-18 and no further conditions must be met, the grant and vesting dates for such personnel will remain the same. In this situation, an exit or time-based conditionality could be drafted to ensure that payment liability emerges in future years rather than on the grant date.

If you are looking for any Employee stock option plan (ESOP) services or consultants in Noida, Delhi, Gurgaon or anywhere in India, write to us at Or Call On :(+91)-9711021268 +91-9310165114

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