Designing a Winning ESOP Policy: Attract, Engage, and Retain Top Talent

  • Written Written by Hrithik Das 27 June 2024 | 4 min read
  • Editor's Note :

    A carefully planned ESOP policy is essential for alluring and preserving leading talent. In this blog, we will be discussing the key steps that are to be considered before forming a strong ESOP policy.


As the company grows, ESOPs (Employee Stock Option Plans) increase in importance and play an important role in attracting and retaining quality employees. ESOPs achieve this by giving employees a stake in the company, encouraging a sense of ownership and commitment among employees and thus encouraging them to stay with the company. Essentially, ESOP is a form of compensation that promotes employee equality, fairness, and success.

Solely knowing about the ESOP policy is not sufficient for building a strong and flexible ESOP policy. Therefore gaining knowledge about the essential steps to consider before crafting a versatile and sustainable ESOP policy would be crucial.

Steps to consider before rolling out an ESOP policy

ESOP Policy

Objectives of ESOP plan - The objective of an ESOP plan should be to draw in and keep top-notch employees, cultivate a sense of ownership and responsibility, and provide chances for wealth acquisition. A company can set itself apart in a cutthroat job market and appeal to prospective hires who are interested in long-term growth possibilities by giving out equity shares through ESOPs.

Company interests and employee goals are united through ESOPs, leading to increased performance and engagement. It is more probable for employees who have a vested interest in a company's success to be motivated, loyal, and productive. Additionally, Employee Stock Ownership Plans can serve as a flexible retirement benefit, providing a substantial source of income with considerable growth potential.

Defining these objectives clearly from the outset can help you design an ESOP plan that effectively achieves the desired outcomes and supports your overall business objectives.

Maintaining transparency in communication - ESOPs are crucial in incentivizing and engaging employees. To fully convey the importance of ESOPs, it is necessary to maintain transparency and share all relevant information such as objectives and policy details.

This can be achieved through direct communication where the company's vision, goals, and anticipated wealth creation are clearly explained. By doing so, trust is established, and employees are motivated to work towards the company's success, understanding their role in making the vision a reality.

Compliance - In the process of creating an Employee Stock Ownership Plan, companies are required to adhere to all applicable laws and regulations. The support of shareholders is essential to encourage transparency and guarantee the alignment of interests among all stakeholders. It is vital to share extensive details about the ESOP policy with every employee who will be taking part. Moreover, the plan must rigorously follow intricate tax and accounting rules to preserve its preferred tax status and prevent any possible fines.

Aligning with the company's mission and values - An ESOP strengthens the connection between employees and the company's interests by giving employees ownership in the company. This model encourages employees to work harder because their income depends on the success of the company. In addition, ESOPs ensure that employees feel valued and are compensated fairly, increasing morale and the ability to increase profitability.

Creating a flexible ESOP policy - When developing an ESOP policy, it is important to avoid a generic approach and consider creating multiple plans tailored to different objectives. For instance, a performance-based ESOP should be structured differently from a plan aimed at attracting crucial talent. Adapting the ESOP policy to fit your company's unique needs and growth stage is essential.

The policy should be flexible, employee-friendly, and aligned with the organization's vision and roadmap. Transparent communication of the ESOP policy to employees and openness to feedback is also crucial.

Determining ESOP pool size - Choosing the size of your employee stock ownership plan (ESOP) pool is a big decision that startups and companies must consider. Also known as an equity pool, this pool is used to provide stock options as fair compensation to employees, executives, and sometimes consultants and consultants. Many important factors should be taken into account when sizing an ESOP pool:

Larger (ESOP) pools, typically around 10-15% of total equity, are excellent for top talent retention. However, this may lead to further deterioration of existing property. On the other hand, there may not be enough incentives in small pools. Therefore, choosing the most appropriate ESOP size should be carefully evaluated in terms of many factors.

Define Vesting period - The vesting period is the time employees must wait after receiving stock options or other benefits before they can fully exercise them. Vesting schedules are often used to encourage employees to stay with a company long-term, as they gradually earn the right to their benefits.

What is Vesting? What Does it Mean For Employees

Vesting can have a significant impact on an employee's financial future. It's important to understand how vesting works. Read this article for the Best guidance.

A customary vesting schedule may consist of a one-year 'cliff' during which no options vest until the employee has been with the company for a year. Following this, the remaining options may vest progressively over the next 3-4 years, such as 25% per year. This strategy encourages the employee to remain for the entire vesting period to fully reap the benefits of the stock option grant.

In India, a standard structure includes a 4-year vesting period with a mandatory 12-month cliff . This arrangement aligns the employee's interests with the company's long-term success and supports talent retention.

Define Exercise period - The duration allotted for employees to utilize their vested stock options to acquire company shares is referred to as the 'exercise period.' This time frame is usually outlined in the stock option agreement and may differ, although it is commonly set at around 90 days following an employee's departure from the company.

Providing a more extended exercise period, for instance, several years post-termination, offers employees greater flexibility to exercise their options and capitalize on the company's success, even if they are no longer employed there.

Consequently, determining the ideal exercise period length involves striking a balance between recognizing prior contributions and encouraging ongoing commitment.

An ESOP policy's exercise price is also a crucial factor because it sets the price at which employees can buy the company's shares. This price significantly affects the value and tax consequences of the ESOP for both the company and its employees.

Legal and Expert advice - To create an ESOP policy, founders must seek precise legal and expert advice. This involves collaborating with a lawyer to draft an ESOP scheme document that includes vital aspects like pool size, vesting schedules, exercise terms, and employee termination rules. Once completed, this scheme must be approved by the board and shareholders via special resolutions, and appropriate legal compliance, such as filing resolutions with the Registrar of Companies, is necessary. Furthermore, founders should seek expert guidance in aligning the ESOP design with the company's vision and culture, ensuring fair and transparent employee communication, and providing ESOPs in units rather than just value. Taking these measures at the outset can prevent expensive delays or problems in the future.


Having a carefully planned ESOP policy is crucial to cultivate a sense of ownership and ensure that employees' goals align with the company's achievements. To create a strong and adaptable ESOP plan, it is important to define clear goals, maintain transparency, ensure compliance with laws and regulations, align the plan with the company's mission and values, and seek expert legal guidance. By carefully and strategically designing the ESOP plan, companies can improve employee engagement , enhance performance, and achieve long-term growth.

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