What is Employee Stock Option Scheme? How does ESOS work?

Written By:
January 20, 2024

Getting the hang of employee ownership can be perplexing, particularly with acronyms such as ESOS and ESOPs in the mix. While both concepts suggest a sense of ownership, their definitions and implications diverge considerably, and companies use them to achieve different goals.  

Understanding the subtle disparities between the two is imperative for effectively managing equity compensation frameworks within businesses.

What is Employee Stock Options Scheme (ESOS)?

Employee Stock Options Scheme or ESOS, denotes a scheme where a company offers employee stock options either directly or through a trust. These options provide directors, officers, or employees with the privilege to buy or subscribe to company shares at a predetermined price in the future.  

That is, it's a program where employees are granted the option to purchase a specific number of shares at a pre-determined price (exercise price) within a certain timeframe (vesting period). Essentially, it's the right, not the obligation, to buy company stock at a set price in the future.

According to Section 62(1)(b) of the Companies Act, 2013, eligible participants in ESOS encompass permanent employees operating in India or abroad, directors (except independent directors), and employees of subsidiaries or holding companies. However, individuals categorized as promoters or holding over ten percent equity shares are ineligible.

How does Employee Stock Options Scheme or ESOS work?

Instead of giving employees actual shares of the company, ESOS works by providing them with options based on the company's stock. These options are like special permissions to buy the company's stock at a set price for a certain period. Employees receive all the details about their ESOS through an agreement.

The right time to buy ESOS kicks in when the company's stock price goes up higher than the set price. Usually, these options are given out by the company and can't be traded like regular options you see on stock exchanges. So, when the stock price goes above the set price, employees with options can buy the stock at the lower price. They can then choose to sell the stock right away for a profit or keep it for later.

How does ESOS benefit Employees?

ESOS, or Employee Stock Option Scheme, offers several benefits to employees. Firstly, it provides them with a sense of ownership and alignment with the company's goals and performance. By having a stake in the company's stock, employees are motivated to work towards its success and profitability.

Secondly, ESOS can serve as a valuable financial incentive, allowing employees to potentially profit from the company's growth and success. When the stock price rises above the option exercise price, employees can purchase shares at a discounted rate, potentially realizing significant gains if the stock value continues to increase. Additionally, ESOS can enhance employee retention and loyalty by offering a long-term investment opportunity within the company.  

Employees may feel more committed to the organization when they have a direct stake in its performance and future. Overall, ESOS not only provides employees with financial rewards but also fosters a stronger sense of engagement, ownership, and loyalty among the workforces.

How does ESOS benefit Employers?

First and foremost, it serves as a powerful tool for attracting and retaining top talent. By offering employees the opportunity to become shareholders, ESOS incentivizes them to remain committed to the company's long-term success and growth. This alignment of interests between employees and the organization can lead to increased productivity and loyalty.  

Secondly, ESOS can be an effective method for conserving cash flow, especially for startups and growing companies. Instead of offering higher salaries or bonuses, employers can use ESOS as a cost-effective way to reward and motivate employees. Additionally, ESOS can help in aligning the interests of employees with those of shareholders and management, fostering a collaborative and cohesive work environment.

Key Differences: ESOS vs ESOPs

Unlike ESOS, ESOPs directly grant shares to employees, often at a discounted price. These shares typically vest gradually over time, meaning employees earn full ownership rights over their allocated shares progressively. With ESOS, employees don't become shareholders directly until they exercise their option to purchase the shares after the vesting period.  

However, in an ESOP, employees become shareholders immediately upon receiving their allocated shares. Ownership of an employee grows as the vesting period progresses, granting them increasing control over their portion of the company. Some other key differences include:  

  • Definition: ESOS entails granting options for future share purchase, whereas ESOP involves offering shares to employees immediately or at a discounted rate.
  • Share Acquisition: ESOS participants procure shares after a vesting period, while ESOP participants can acquire shares immediately or at a reduced price.
  • Lock-in Duration: Shares obtained through ESOS may have a designated lock-in period, which typically does not apply to ESOP shares, allowing them to be freely traded.
  • Public Offering: ESOS necessitates separate approval via a special resolution and cannot be part of a public offering, in contrast with ESOP shares which may be publicly issued.
  • Vesting Period: ESOS mandates a minimum vesting period of one year, whereas ESOP shares may not have a vesting period as they are immediately offered.  

ESOS vs ESOP: What should a company choose?

The decision regarding ESOS versus ESOPs depends on various considerations such as the company's financial status, organizational ethos, and goals. ESOS might be preferable for companies aiming to provide employees with the chance to benefit from the company's growth without immediate dilution of ownership. It allows flexibility in structuring equity compensation plans and can serve as a cost-effective method to incentivize employees.

Conversely, ESOPs can cultivate a stronger sense of ownership and alignment among employees as they directly possess shares in the company. ESOPs are often utilized as a means for employee retention and motivation, especially in closely-held companies or those prioritizing employee involvement in decision-making processes.

Ultimately, the choice between ESOS and ESOPs relies on the company's specific objectives, financial capabilities, and corporate ethos. It is crucial for companies to thoroughly assess their options and consider seeking advice from legal and financial professionals to determine the most suitable equity compensation plan for their unique circumstances.


In conclusion, the realm of employee ownership, marked by diverse and strategic tools like ESOS and ESOPs, offers companies versatile tools for fostering employee engagement, alignment with organizational goals, and financial incentives. While ESOS provides employees with the option to purchase company shares at a predetermined price, ESOPs grant immediate ownership, each presenting unique benefits and considerations.

Understanding the differences between ESOPs and ESOs allows companies to customize equity compensation, fostering a culture of shared ownership and commitment among employees, aligning with their unique needs and objectives.  

Related Blogs

No items found.