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Introduction to Employee Stock Ownership Plan

11 Oct 2023

What is an Employee Stock Ownership Plan?

  • An ESOP is a retirement benefit plan where employees become partial owners of the company. 
  • ESOPs can be established as a standalone retirement plan or combined with other retirement plans.
  • ESOPs are most commonly used by closely held or privately held companies.
  • It's structured as a trust holding company stock on behalf of employees.
  • ESOPs can be used for succession planning, motivating employees, and providing tax benefits to both company and employees.

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What are the key features of the Employee Stock Ownership Plan?

  • Employees receive shares of company stock as part of their compensation.
  • Ownership stakes are determined by factors like salary and tenure.
  • ESOPs often include vesting schedules, diversification options, and voting rights for certain major decisions.
  • Annual valuations ensure fair pricing of shares.
  • ESOP participants often have the right to request distributions when they leave the company.
  • Employees can access funds upon retirement or other qualifying events.

What are the types of ESOPs?

  1. ESOPs for Unlisted Companies: These ESOPs are offered by companies that are not publicly traded on stock exchanges. In this scenario, employees are granted or can purchase company shares at a predetermined price, often referred to as the "exercise price" or "grant price." Employees can exercise their options and become shareholders after a vesting period. ESOPs for unlisted companies are regulated by the Companies Act of 2013, and guidelines issued by the Securities and Exchange Board of India (SEBI).
  2. ESOPs for Listed Companies: In the case of publicly traded companies in India, ESOPs are governed by SEBI (Share Based Employee Benefits) Regulations, 2014. Listed companies can offer ESOPs to their employees by issuing stock options, which employees can exercise after the vesting period and are subject to market conditions.

What are the pros and cons of an Employee Stock Ownership Plan?


  • Motivates employees and improves retention.
  • Provides a tax-advantaged exit strategy for owners.
  • Enhances company performance and productivity.
  • Can be a tool for succession planning.


  • Complexity and administrative costs.
  • Concentration of retirement savings in company stock.
  • Limited diversification until retirement.
  • Potential for disputes over company decisions.

Do ESOP participants have voting rights in the company?

Yes, ESOP participants often have voting rights on major company decisions, such as mergers or significant changes to the ESOP itself. Voting rights may be based on share ownership.

What happens to ESOP participants' shares if the company is sold or goes public?

  • The treatment of ESOP shares in such events varies by company and plan design.
  • ESOP participants may receive cash for their shares or have them converted into shares of the acquiring company if the company is sold.
  • In the case of an IPO, ESOP shares may be converted into publicly traded shares or cashed out, depending on the plan's terms.


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