Master guide to ESOP with Tips for Start-Up’s

What is an ESOP?

Have you been considering an Employee Stock Ownership Plan (ESOP) to incentivize employees and give you a competitive edge? If so, you’re in the right place.

In this guide, we will explore the basics of ESOPs and the potential advantages they offer to start-ups. We’ll provide expert tips on structuring an ESOP, including information on how to calculate the value of a startup in India.

We will also provide a link to a sample ESOP policy that you can use to begin.

So, whether you’re a startup or an established business, you’ll find the answers to all your ESOP questions here.

Let’s start! 

Why are ESOPs Important? 

Employee Stock Ownership Plans ( ESOPs) are a powerful tool that start-ups can use to strengthen their businesses and attract and retain talented employees. ESOPs offer a range of benefits, making them a valuable option for start-ups looking to incentivize employees and improve their company’s value

One of the primary benefits of ESOPs is that they provide a way to increase employee ownership in the company. Start-ups often struggle to retain talent due to high competition, and ESOPs provide employees with a financial stake in the company, encouraging them to stay committed and motivated. By offering employees a chance to share in the company’s success, ESOPs can help start-ups make the most of their resources and talent.

ESOPs also give start-ups an added layer of financing potential. ESOPs can be used to fund growth, acquisitions and other investments, as well as retirement plans for employees. By using ESOPs; companies can avoid traditional forms of financing and maintain ownership in their business.

Another advantage of ESOPs for start-ups is that they can help to increase company valuation. The ESOP shares are included in the company’s valuation, helping to boost the start-up’s worth. This can be particularly beneficial in India, where startup valuations are a key factor in attracting investors. 

Finally, ESOPs are an effective way to manage a company’s equity and incentivize employee performance. The ESOP shares can be used to reward and retain key employees, as well as motivate them to achieve their goals.

To ensure that the ESOPs are structured properly, start-ups should have a well-designed ESOP policy in place. To learn more about drafting an effective ESOP policy and getting the most out of ESOPs, click the link below for a sample ESOP policy.

Types of ESOPs

An employee stock option plan (ESOP) is a great way for startups to motivate and reward their employees. ESOPs give employees the chance to own equity in the company, creating a sense of ownership and alignment of interests between the company and its employees. ESOPs also give startups a tool to attract and retain talented employees who believe in the company’s mission.

There are several types of ESOPs. The two main types are stock options and restricted stock units (RSUs)

  • Stock Options

Stock options give employees the right to purchase company stock at a set price, also known as the exercise price. This option can be exercised on a certain date, or over a certain period of time. The key benefit of stock options is that if the company’s share price increases significantly, employees can benefit by exercising their options and buying company stock at the lower pre-set exercise price

  • Restricted Stock Unit

Restricted stock units (RSUs) are a type of equity compensation offered to employees by startups. An RSU is a grant of company stock that is subject to certain vesting conditions. This means that employees have to meet certain conditions, such as length of service or performance criteria, in order to receive the company stock. These conditions must be met in order for the employee to receive the company stock.

  •  Phantom Stocks

Phantom stock is an equity compensation scheme. Employees get “phantom” shares mirroring real stock. They receive rewards based on stock value growth over time, without owning any company shares.Employees and stakeholders should be aware of many essential phrases used in ESOPs (Employee Stock Ownership Plans). Some of the most commonly used terms are:

  • Option Grant

An option grant is a contract that allows employees to buy a set number of company shares at a fixed price.

  • Exercise Price

The exercise price is the price at which an employee can purchase firm stock under the terms of an option grant.

  • Vesting

 The process by which an employee acquires the right to execute an option grant over a set period of time is known as vesting. Vesting schedules vary, but they commonly last one to four years.

  • Exercise Period

The exercise period is the time frame in which an employee can exercise their option grant. This term may be restricted, therefore employees should be aware of the expiration date of their options.

  • Restricted stock unit (RSU)

An RSU is an equity-based reward. It grants employees company stock at a future date, based on vesting criteria.

Employees who wish to make informed decisions about their equity-based remuneration must understand these and other key terminology linked to ESOPs.

Regulatory Framework in India for ESOPs

The Companies Act, 2013, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and the Income Tax Act, 1961, regulate ESOPs in India.

In India, the regulatory framework for ESOPs includes the following fundamental requirements:

  • Shareholder Approval

Before implementing the ESOP scheme, the company must obtain shareholder approval.

  • Limit on grant options

Approval from shareholders: Companies must obtain approval from their shareholders before implementing an ESOP scheme.

  • Vesting Requirements

In India, ESOPs usually have a one-year vesting period, allowing employees to exercise their options afterward.

  • Lock-In Period

Typically, there is a lock period of atleast one year for the shares that are acquired by exercising ESOPs, during which the employees cannot sell or transfer their shares.

  • Reporting Requirements

Companies must comply with the reporting requirements, including the disclosure of ESOP scheme details in the annual report and the filing of regular returns with the Ministry of Corporate Affairs.

  • Taxation

ESOPs have tax implications under the Income Tax Act. This includes taxation when options are exercised and when acquired shares are sold.

The regulatory framework for ESOPs in India ensures transparency, fairness, and the protection of both companies and employees. Businesses and employees should be aware of and follow ESOP-related statutory and regulatory requirements, seeking professional advice when necessary to maintain compliance.

Step by Step Guide to Launch ESOP Scheme for Start-ups

  • Evaluate your company

Find the right valuation for your company and value per share. Based on value per share, you can evaluate how much ESOPs to be issued per person. For example, if the value of your company is INR 10 crores and the number of shares is 10,000, value per share = INR 10 crore / 10,000 shares.

= INR 10,000 / share

Now , if we want to give the benefit of 5 lakhs as on current date to employee A, total options to be granted is INR 5 lakhs/10,000 = 50 stock options.

To know how to value your start-up click on Project value of the company after 5 years.

  • Make a list of employees to whom you want to issue ESOPs

You can give ESOPs to all employees or categorize employees. For each category, you can decide whether to give ESOPs or not. If yes, you can calculate how much ESOPs to give them based on the above calculations. 

  • Draft ESOP Policy

The drawn-out ESOP (Employee Stock Ownership Plan) policy specifies the criteria and procedures for giving equity-based compensation to employees.

An ESOP policy will outline the qualifying criteria for employees who may be eligible for equity-based remuneration, such as full-time employees who have completed a specific duration of service or attained a certain level of seniority.

The policy will also outline the various types of equity-based compensation, like stock options or restricted stock units, along with their vesting timeline.

The ESOP policy may also specify how the company determines the fair market value of its stock, the maximum equity proportion allocated to employees, and the procedures for exercising stock options or other equity-based incentives.

A well-drafted ESOP policy can assist in aligning employee interests with those of the firm and providing employees with a real stake in the company’s success. It is critical that the policy adheres to all applicable rules and regulations while also reflecting the company’s aims and culture.

  • Give Grant Letters

Grant letters formally grant equity-based remuneration to employees, such as stock options or restricted stock units.

Employees, such as stock options or restricted stock units. A grant letter typically covers the essential elements of the equity award as well as the employee’s obligations.

The grant letter typically covers stock unit quantity, vesting schedule, transfer restrictions, fair market value calculation, and tax implications for employees.

Grant letters are an important instrument for formalising and conveying the terms and conditions of equity-based pay awards to employees.

  • Exit Options 

In the context of ESOPs (Employee Stock Ownership Plans), exit options refer to techniques available to employees to realise the value of their equity-based compensation, such as stock options or restricted stock units.

Employees with ESOPs may choose from a variety of exit strategies, including:

  • Exercise and hold:

When an employee exercises their stock options and keeps the stock, they may profit if the stock price rises over time.

  • Exercise and sell:

When an employee exercises stock options, they sell the stock, making a profit or loss based on the current stock price.

  • Sale of the Company:

Employees with equity-based compensation can profit by selling their stock or exercising their options when the company is acquired or goes public.

  • Secondary Market Sale:

Employees sell their stock on the secondary market to other investors in a private transaction. The employees who desire to realise the value of their equity-based pay but are unable to do so through other exit choices may benefit from this.

Before making any decisions, employees with ESOPs should understand the possible risks and benefits of each exit option and contact financial and legal advisors.

Financing ESOPs

Startup businesses looking to establish an employee ownership program must ensure its financial viability and long-term sustainability. To achieve this, firms should comprehend the startup’s present financial status and project its future.

This will enable them to decide the allocation of the employee ownership pool to the ESOP and structure it to ensure employees have an equitable stake in the business’s success.


Generally, companies can fund ESOPs in three different ways.

ESOPs can be funded in three different ways. The first is to use company profits or other sources of non-dilutive financing, such as loans or grants. Second, the company can issue stock directly to the ESOP. And third, an outside investor can buy up a portion of the company in order to fund the ESOP.

Additionally, you can use a combination of these methods.

Regardless of the financing option chosen, the company must ensure that employees have a suitable stake in the startup’s equity.

To make sure everyone receives a fair amount of shares, the startup should determine its valuation. This involves estimating the worth of the business and its potential future value. It helps to use a professional valuator to ensure accuracy and consistency. Startup valuation in India is especially important for companies that operate in one of the country’s rapidly evolving business markets.

Once the startup has determined its valuation, it can proceed to design an appropriate ESOP. This will involve setting up a trust and electing the appropriate trustees, making tax considerations, and preparing the necessary paperwork.

Startups should consult a professional financial advisor or accountant to ensure proper structuring and compliance of the ESOP with local regulations.

To succeed with ESOPs in start-ups, use diverse financing, ensure fair equity for employees, and handle valuation, legal, and regulatory issues effectively.

Tips for Start-Ups

Starting a new business is an exciting yet daunting journey.

As an entrepreneur, one crucial decision is whether to implement an Employee Stock Option Plan (ESOP) for your employees.ESOPs can be an effective way for startups to attract and retain talent, but there are some key factors to consider.

Before you dive in, it is important to understand Startup Valuation in India. Valuing your startup allows you to make informed decisions when offering ESOPs. It also provides your employees with a realistic understanding of the potential upside of their stock options.

When setting up an ESOP, there are a few practical considerations.

  • Creating a robust stock option agreement with clear rights and obligations is crucial.

  • Consider a vesting schedule based on employee performance and tenure.

  • Hold compensation committee meetings regularly to review the plan’s performance and make necessary adjustments.

  • It is important to consider the tax implications of offering an ESOP.

Depending on the type of ESOP you choose, there may be various tax consequences for you and your employees. Make sure to consult with a financial professional to help you navigate this area.

By considering these factors, you can create an effective ESOP that benefits employees and bolsters your success.

For more information on ESOPs, be sure to fill out the link and access the sample ESOP policies provided. This will help you make informed decisions when setting up your own ESOP.

Startup India

Startups in India are typically valued at their enterprise value. This includes tangible assets, intangible assets, and liabilities.

Typically, analysts calculate the enterprise value using a combination of financial modeling and market relative analysis, such as comparables and replacement cost methodologies.

 These methods allow investors to identify the company’s value relative to its market and industry peers.

It is important for start-ups to consider the value of ESOPs when calculating their enterprise value. ESOPs are a form of equity compensation and should be taken into account when calculating start-up valuation of India.

Sample ESOP Policy

This equity compensation lets employees own a piece of the company’s future success.

ESOPs can be a complex topic, and it’s important to understand the different aspects of a successful ESOP plan.

To assist startups in getting started, we have created a sample ESOP policy with tips to help navigate the details.

The first step in developing an ESOP policy is to determine the company’s valuation. In India, the valuation of a startup should be determined by a professional valuator and should be based on industry standards and market conditions. The valuator will consider factors such as the company’s current financial performance and projected growth, potential markets, and potential risks.

Once you determine the valuation, the startup founders should decide the size of the ESOP pool.

g schedule. This is the time period during which the employee must remain employed with the company in order to be eligible for the ESOP shares. Typically, a vesting period of 3-4 years is recommended. It’s important to note that the vesting schedule should be consistent with other equity compensation plans.

Consider implementing a cliff vesting schedule, where employees receive all their entitled shares after a specific period, instead of a gradual release.

The exercise price should be equal to the market price of the shares at the time of grant. Additionally, the exercise period should be specified, as well as a provision for what happens if the employee leaves the company before the end of the vesting period.

Finally, it’s important to ensure that the ESOP plan is compliant with applicable laws and regulations. This includes filing necessary paperwork with the Securities and Exchange Board of India and obtaining the necessary approvals.

ESOPs can be a great way to reward and retain employees in a startup. However, taking the time to develop a well-structured ESOP policy can ensure that their ESOP plans will be successful.

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Employee Stock Ownership Plans (ESOPs) offer startup companies an attractive and cost-effective way to incentivize employees. They provide ownership benefits to shareholders and preserve cash.

As a result, an increasing number of startups in India are now using ESOPs, making them increasingly popular.

When considering an ESOP for your business, there are several factors to consider, such as the startup valuation in India, how the ESOP will be structured, and the tax implications of the plan. Note that the decision to implement an ESOP should be made with the help of a financial expert.

When done properly, ESOPs can be a great way to attract and retain talent, reward employees, and provide significant tax benefits to your business. To learn more about ESOPs and find sample ESOP policies, please fill out the link provided.

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