Shares were an incentive to join the company but are creating a tax problem. They cause shadow income and associated income taxes for which I have difficulty getting the corporation to pay and when they do give me a payout to cover taxes it then becomes income for the following year. If I would have to pay the taxes myself I would be ruined. I need to return the shares but do not want to be at risk for capital gains. My agreement for the shares does not allow me to sell to a third party, require the corp to buy-back on demand or use as collateral for a loan. The shares have value on paper but are totally worthless to me short of the company being sold and there is NO chance of that happening. My resignation would return the shares to the corp but of course I would be left unemployed.