What is a Vesting Period in ESOP?

Understand the vesting period in ESOP, its importance, types of schedules, and how it impacts employees and tax implications.
Vesting Period in ESOP
3 mins read
29-November-2024
The vesting period in ESOP refers to the duration an employee must serve in a company before earning ownership of their allocated stock options. This timeframe ensures employee loyalty and commitment by linking benefits to continued service or performance. Vesting periods can vary across organisations During this time, employees gradually gain the right to exercise or sell their shares based on a predetermined schedule, depending on company’s policies. The vesting period aligns employees’ interests with organisational growth, creating long-term value for both parties. It can also serve as a retention tool and motivates employees to contribute actively to the company’s success.

How does the vesting period work in ESOP?

The vesting period works as a phased approach where employees earn stock ownership rights over time or upon achieving specific milestones. Companies of employee stock ownership plan may follow a cliff vesting structure, where no shares vest initially but a lump sum vests after a defined period. Alternatively, graded vesting allows shares to vest incrementally, such as monthly or annually. Employees must complete this vesting period to exercise or sell their options. If they leave the organisation prematurely, unvested shares are forfeited. This mechanism may help employers retain talent while ensuring employees stay invested in the company’s growth during the specified tenure.

Types of vesting schedules

Vesting typeDescription
Cliff vestingEmployees receive 100% of their allocated shares after completing a specific initial period.
Graded vestingShares vest incrementally over time, such as monthly or annually.
Hybrid vestingCombines cliff and graded vesting, with a lump sum vesting first, followed by incremental vesting.
Performance vestingShares vest upon achieving specific company or individual performance goals.


Time-based vesting vs performance-based vesting

Time-based vesting relies on an employee completing a specified period of service, often with incremental vesting schedules. It ensures long-term employee retention and is easy to implement. Performance-based vesting, however, depends on achieving predefined goals, such as revenue targets or project completion. While it fosters goal alignment and motivation, it requires measurable metrics and may vary based on organisational priorities.

What happens if I leave before my ESOP vests?

If you leave the company before completing the vesting period, you forfeit your unvested ESOP shares. These shares remain the property of the organisation and are typically reallocated to other employees. Howeve vested shares retained, allowing you to exercise or sell them, depending on the company’s policies. Understanding vesting terms is essential before planning an exit.

Why is the vesting period important in ESOP?

The vesting period is crucial as it aligns employee interests with the company’s growth and ensures long-term retention. By tying stock ownership to tenure or performance, it motivates employees to stay committed to the organisation. For employers, it minimises attrition and fosters a dedicated workforce. The vesting period also protects companies from distributing equity prematurely, ensuring value creation over time.

How to calculate the vesting period in ESOP?

To calculate the vesting period in ESOP, begin by reviewing the ESOP agreement to identify the total vesting duration and understand the specific schedule details outlined. Next, check if a cliff period applies; this is an initial phase where no shares are vested, typically lasting a year. After this, assess the incremental vesting structure to calculate the percentage of shares that vest annually or monthly. Consider any performance milestones included in the agreement, which might require achieving specific goals for shares to vest. Finally, confirm that the vesting period aligns with your employment start date to avoid discrepancies in eligibility. This thorough review ensures clarity on your ESOP entitlements.

Common vesting periods for ESOP (Examples)

Common vesting periods for ESOP vary between companies. A standard time-based vesting schedule spans four years with a one-year cliff, where 25% of shares vest after the first year, and the remaining shares vest monthly or annually over the next three years. Performance-based schedules might vest 50% upon achieving a revenue target, with the rest tied to project milestones.

Tax implications during the vesting period

During the vesting period, employees are not subject to tax as they do not own the shares. Tax implications arise only after shares are vested and exercised. Upon exercise, the difference between the share’s fair market value and exercise price is taxed as perquisite income under salary. Additional capital gains tax applies upon selling the shares, depending on the holding period.

Frequently asked questions

What is the difference between vesting period and exercise period in ESOP?
The vesting period is the time employees must serve to earn stock ownership, while the exercise period refers to the timeframe after vesting during which employees can purchase their shares.

Is vested money yours?
Yes, vested money is fully yours. It refers to the portion of your benefits or stock options that you own outright, without any risk of forfeiture due to leaving the company.

What happens to vested ESOP when you quit?
When you quit, your vested ESOP remains yours. You can exercise or sell these shares according to the company’s policy, but unvested shares are typically forfeited.

Can I sell my vested shares?
Yes, you can sell your vested shares, provided company policies and applicable restrictions allow it. Ensure compliance with trading windows or lock-in periods before selling.

Is it good to be fully vested?
Yes, being fully vested is beneficial as it grants full ownership of stock options or benefits, providing financial security and flexibility in managing your assets.

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