ESOP Meaning Explained: How It Works & Tax in India

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An ESOP (Employee Stock Ownership Plan) is a compensation scheme that allows employees to own stocks of the company they work for, often at a predetermined price. In India, ESOPs are widely used by startups and listed companies to attract, retain, and motivate talent.

Employees benefit by becoming shareholders, aligning their growth with the company’s success. This guide explains the meaning of ESOP, how it works (grant, vesting, exercise, sale), its taxation rules in India, and why it is considered a powerful long-term incentive for employees.

What Is ESOP Meaning?

The ESOP full form is Employee Stock Ownership Plan (sometimes also referred to as Employee Stock Option Plan).

An employee stock option plan is a compensation program that allows employees to purchase or receive shares of the company they work for at a predetermined price after a certain period of time.

In simple terms, ESOP shares are company shares given to employees as part of their overall compensation package. These shares allow employees to participate in the financial growth of the company.

The employee stock option plan's meaning can be understood through three key ideas:

Employees receive the option to buy shares in the future.
The purchase price is usually lower than the market price.
The benefit becomes available after a vesting period.

Companies introduce the ESOP scheme to align employee interests with company growth. When employees become shareholders, they have a stronger incentive to help the company succeed.

How Does an Employee Stock Ownership Plan (ESOP) Work?

To fully understand how an ESOP works, it is important to break down the process step by step.

An employee stock option plan follows a structured process designed to reward employees over time rather than immediately.

1. Grant of ESOPs

The company grants employees the right to buy a certain number of shares at a predetermined price known as the exercise price.

For example, an employee may receive 1,000 ESOPs at ₹100 per share.

2. Vesting Period

The employee must work for the company for a specific period before gaining the right to exercise those options. This period is known as the vesting period.

In many companies, vesting happens gradually, such as:

25% after the first year
Remaining shares over the next 3-4 years

3. Exercise of Options

After vesting, the employee can exercise the option, meaning they can purchase the shares at the predetermined price.

For instance:

Exercise price: ₹100
Market price: ₹300

The employee can buy shares at ₹100 even though they are worth ₹300.

4. Selling the shares

Once the shares are exercised, employees may:

Hold the shares
Sell them (if the company is publicly listed)
Wait for liquidity events like IPO or acquisition

This process explains how ESOPs work in India, where ESOP plans are regulated by the Securities and Exchange Board of India (SEBI) for listed companies.

ESOP Initial Costs and Distribution

Although ESOPs appear beneficial, they involve certain costs and financial structures for both companies and employees.

Initial Costs for Companies

Companies incur several expenses when implementing an ESOP scheme, including:

Legal and compliance costs
Share valuation expenses
Administrative costs
Accounting and reporting expenses

For startups, ESOP pools are often created during early funding rounds.

Costs for employees

Employees usually pay the exercise price when they decide to convert their options into actual shares.

For example:

ESOP granted: 500 shares
Exercise price: ₹50
Total cost to exercise: ₹25,000

Distribution of ESOPs

Companies distribute ESOPs based on several factors:

Employee seniority
Role and responsibility
Contribution to company growth
Retention strategies

Senior executives often receive larger ESOP allocations, while junior employees may receive smaller grants.

Why Company Offers ESOP to Their Employees

Companies introduce ESOP programs for several strategic reasons.

1. Employee Retention

The vesting period encourages employees to stay longer with the company.

2. Performance Motivation

When employees own shares, they benefit directly from company growth.

3. Attracting Talent

Startups often cannot offer very high salaries, so they compensate with ESOPs.

4. Ownership Culture

Employees feel more responsible and connected to the organization.

5. Aligning Interests

Both employees and shareholders work toward the same goal: increasing company value.

Because of these advantages, ESOPs have become a core component of compensation strategies, especially in high-growth industries like technology and finance.

Benefits of ESOPs for Employees & Employers

An employee stock option plan creates value for both employees and employers.

Benefits for employees

➞ Wealth Creation

If the company’s valuation increases, ESOPs can generate significant financial returns.

➞ Sense of Ownership

Employees become shareholders and feel more connected to company success.

➞ Long-Term Incentives

ESOPs reward employees who stay with the company for longer periods.

➞ Potential Capital Gains

When the company grows rapidly, ESOP shares can become highly valuable.

Benefits for employers

➞ Retention of Key Talent

Employees are less likely to leave if they have unvested ESOPs.

➞ Reduced Immediate Salary Costs

Companies can balance compensation by offering equity instead of higher cash salaries.

➞ Higher Productivity

Employees who own shares often contribute more actively to business growth.

To understand what an ESOP is in share market, it is necessary to consider how ESOP shares interact with publicly traded stocks.

When a company is listed on the stock exchange, ESOP shares become part of the company’s total equity.

Employees who exercise their ESOPs can sell their shares in the stock market, subject to certain restrictions such as lock-in periods.

The process usually involves:

1. Exercising the ESOP

2. Receiving company shares

3. Selling those shares through a broker

In publicly listed companies, ESOP shares behave just like regular equity shares once they are issued and traded.

This is why ESOPs are often considered a powerful wealth creation opportunity for employees when companies experience strong growth after listing.

Tax Implications of ESOPs

In India, ESOP taxation occurs at two different stages.

1. Tax at the Time of Exercise

When employees exercise their ESOPs, the difference between the market price and exercise price is treated as a perquisite income.

Example:

Market price = ₹500

Exercise price = ₹200

Taxable perquisite = ₹300 per share

This amount is taxed as part of the employee’s salary.

2. Tax at the Time of Sale

When the employee sells the shares, capital gains tax applies.

Short-term capital gains if shares are sold within 12 months.
Long-term capital gains if sold after 12 months.

Tax rules may vary depending on whether the company is listed or unlisted.

ESOP Example

Consider a simple ESOP example.

An employee joins a startup and receives:

2,000 ESOPs
Exercise price = ₹100
Vesting period = 4 Years

After four years, the company’s share price increases to ₹500.

If the employee exercises the options:

Cost of shares = ₹200,000

Market value = ₹1,000,000

Potential profit = ₹8000,000

This demonstrates how ESOPs can significantly increase employee wealth if the company performs well.

What Happens to ESOPs When the Company Is Listed?

When a company goes public through an IPO (Initial Public Offering), ESOPs often become far more valuable.

After listing:

ESOP shares convert into tradeable equity shares
Employees can sell them in the stock market.
Some companies impose lock-in periods for insiders.

Many employees in successful startups have earned substantial wealth after their companies went public because their ESOPs appreciated significantly in value.

However, employees must still consider taxation and market conditions before selling their shares.

Conclusion

Now you clearly understand what ESOP is, the ESOP meaning, and how the employee stock option plan creates a pathway to wealth. Whether you are a founder looking to hire or an employee reviewing a job offer, ESOPs are a powerful financial tool that aligns your personal growth with the company's success.

When implemented effectively, ESOPs benefit both companies and employees by fostering loyalty, encouraging performance, and building long-term value.

FAQs

What Is the Full Form of ESOP?

ESOP stands for Employee Stock Ownership Plan.

How ESOPs Work?

Employee Stock Ownership Plans (ESOPs) enable employees to own a stake in their company. Under this plan, companies allocate shares to employees, typically based on factors like their role, length of service, or performance.

Is ESOP Part of CTC?

ESOPs are often included as part of the CTC structure, though this differs from one company to another. Some companies include ESOPs in the initial CTC, while others grant them later based on an employee’s performance.

Is ESOP Good for Employees?

ESOPs can benefit employees by offering the chance to earn financial gains as the company’s share value increases, aligning their interests with the company’s performance, and providing certain tax advantages.

Disclaimer: This article is for informational and educational purposes only and should not be considered financial, investment, or tax advice. ESOP rules, taxation, and regulations may vary depending on company policies and applicable laws in India. Readers are advised to consult a qualified financial advisor or tax professional before making any decisions related to Employee Stock Option Plans (ESOPs).