Part 19 · Chapter 2

Full-Value Awards, LLC and Partnership Equity, and FICA Timing

Law stated as of October 3, 2026 · Equity and Incentive Compensation

Scope and status

This chapter covers restricted stock, RSUs, SARs and phantom equity, LLC/partnership profits interests, and the FICA timing rules (including §3121(v)(2)) that run across all of them, plus the withholding/deduction/reporting mechanics. The unifying discipline: for every award, fix three separate clocks — income timing, FICA timing, and deduction timing — because they diverge by award type, and payroll systems default to assuming they coincide.

Citations are to primary authority (Code §§83, 3121(v)(2), 1061; Treas. Reg. §31.3121(v)(2)-1; Rev. Procs. 93-27 and 2001-43; and related guidance). For §409A deferral doctrine (RSU deferral design, SAR/phantom 409A analysis), see Part 18 (Nonqualified Deferred Compensation, 409A, 457, and Executive Compensation); options/ESPPs to this Part's statutory-equity chapter; securities and §4960 overlays to the overlays chapter.

Sections

The opening sections of Part A are shown in full. The other sections are listed by title; their text is available to subscribers.

Part A — Restricted Stock and RSUs

A1.Restricted stock

Part 19, ch. 2, § A1

Actual shares issued at grant subject to vesting: §83 property from day one — income at vesting on the spread (or at grant via 83(b), statutory-equity chapter A2); dividends paid on unvested shares are compensation (wages) unless an 83(b) election was made (then dividend income); voting rights typically run from grant. Because it is property at transfer, restricted stock is §409A-exempt and is not §3121(v)(2) deferred compensation — FICA hits at vesting, or at grant if an 83(b) election is made, because FICA wages on a property transfer follow the §83 inclusion. Statute: Code §83; Final reg: Treas. Reg. §1.83-1(a)(1) (dividends); Practitioner consensus on the FICA-follows-83 point — verify against §31.3121(a)-1 before relying on them on an 83(b) FICA position.

A2RSUsSubscribers

Part B — SARs and Phantom Equity

Part C — LLC and Partnership Equity

C1Profits interests — the safe harborSubscribers
C2The unfinished regulatory layer and §1061Subscribers
C3The partner/employee problem and LLC award designSubscribers

Part D — FICA Timing

D1The two timing regimesSubscribers
D2Award-by-award FICA mapSubscribers

Part E — Withholding, Deduction, and Reporting Mechanics

The first Part of each chapter is open to everyone. The remaining sections, with their authority and practice points, are available to subscribers and to clients of ERISA Benefits Law Group, PLLC whose engagement includes access.