ESOP / RSU
What is ESOP? Indian Employee Stock Options Explained
Advertisement
ESOPs (Employee Stock Option Plans) have made many Indian startup employees wealthy — and have also confused them about tax. This guide explains the full lifecycle from grant to cash in hand.
The ESOP Lifecycle: 4 Key Events
- Grant: Company grants you option to buy shares at a predetermined strike price. No tax event. Example: 10,000 options at ₹50 strike price.
- Vesting: Options "unlock" over time per vesting schedule. Unvested options are lost if you leave. Example: 4-year vesting with 1-year cliff → 25% vests after Year 1, then monthly/quarterly.
- Exercise: You buy (pay the strike price) the vested shares. This is the first tax event — perquisite tax. Example: You exercise 2,500 options at ₹50 = ₹1,25,000 paid. If FMV is ₹400, perquisite = ₹8,75,000.
- Sale: You sell the shares. Second tax event — capital gains tax. Example: You sell at ₹600. Gain over exercise FMV = ₹5,00,000. STCG or LTCG applies.
Vesting Schedules Explained
| Type | How It Works | Common At |
|---|---|---|
| 1-year cliff + monthly | 0 options until end of Year 1, then 1/48th each month | Most Indian startups |
| Quarterly graded | 25% each year, vested quarterly within year | US tech companies |
| Monthly from day 1 | No cliff, vests monthly from joining | Smaller startups |
| Milestone-based | Vests on achieving product/revenue goals | Founder grants |
How to Evaluate an ESOP Offer
Key questions to ask your employer:
- What is the current FMV (Fair Market Value) per share? Is it RBI/SEBI certified?
- What is the last funding round valuation? What was the price per share?
- What is the total share count? What will mine be as a %?
- What is the expiry of options after leaving? (Standard: 90 days for private cos)
- Is there a buyback programme or secondary sale opportunity?
The Two Tax Events in Brief
At Exercise: You pay perquisite tax (as salary) on the difference between FMV and strike price. This is added to your salary income and taxed at slab rate.
At Sale: You pay capital gains tax on the difference between sale price and FMV at exercise. STCG for unlisted <24 months (slab rate), LTCG for longer (12.5% after ₹1.25L threshold for listed, or 12.5% for unlisted after 24 months).
FAQs
Unvested options lapse immediately upon resignation — they're forfeited back to the company. Only vested but unexercised options are yours to keep (within the exercise window, typically 90 days for most startup ESOP plans).
No. Only at exercise. Vesting just means the options become "available to buy." No tax event until you actually exercise (purchase) by paying the strike price.