If an employee resigns or is terminated before both triggers occur, the fate of their RSUs changes in accordance with the company’s equity agreement. Typical scenarios can be listed as below:
- Leaving before the first trigger: No RSUs vest, and all are forfeited.
- Leaving after meeting the first but not the second trigger: Most plans state that RSUs remain unvested. It means that they expire without value.
- Leaving after both triggers: RSUs become taxable as ordinary income, and capital gains tax applies upon sale.
No tax is owed on unvested RSUs. Since the shares do not legally belong to the employee until vesting, there are no tax implications if they are forfeited.