Cliff Period vs Vesting Period: Understanding the Key Differences

Learn the difference between a cliff period and a vesting period in stock option plans.
Leverage your ESOPs for funds!
3 mins read
10-October-2025

Ever wondered when you truly own the benefits your company offers? Vesting periods and cliff periods play a crucial role in determining when you can access stock options or retirement funds. Vesting allows you to earn benefits gradually over time, while a cliff period sets a waiting period before you receive any ownership rights. These mechanisms not only reward loyalty but also help companies retain top talent.

Now, what if you could unlock the value of your Employee Stock Ownership Plan (ESOP) without waiting?

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What is a cliff period?

A cliff period is the minimum time an employee must stay with a company before their stock options start vesting. During this time, no shares or options are granted. Under SEBI regulations, companies must have at least a one-year cliff.

This means that if you leave before the first-year ends, you don’t receive any ownership benefits. But once the cliff period passes, vesting begins giving you access to a portion of your stock options.

What is a vesting period?

The vesting period is the total duration over which you earn full ownership of your stock options or benefits. Instead of receiving everything upfront, you gain ownership gradually, following a set schedule determined by the company.

For example, if you have a four-year vesting period, you might earn 25% of your shares each year. This ensures employees stay longer and remain invested in the company’s growth.

Types of vesting: Time-based and performance-based

Vesting schedules vary by company, but they generally follow two common structures:

  • Time-based vesting: You earn benefits over time, typically in equal yearly or monthly portions. For instance, an employee might vest 25% of their stock options each year over four years.
  • Performance-based vesting: Here, your ownership depends on meeting specific performance goals, such as achieving sales targets, project milestones, or profit levels.

Some companies also use a combination of both methods, balancing loyalty and performance incentives.

Cliff period: Definition and importance

A cliff period acts as a “trial phase” for both the employee and the company. It ensures employees stay long enough to prove their commitment before earning ownership benefits.

If an employee leaves before the cliff ends, they forfeit all benefits. This system protects companies from granting equity to short-term hires and helps them evaluate long-term fit and contribution.

Typically, a cliff period lasts between one and two years, depending on company policy.

How cliff period works in stock options

Let us understand this with a simple example.

Imagine you are granted 1,000 stock options with a four-year vesting schedule and a one-year cliff. After the first year, 25% (250 options) become eligible for vesting. The rest vest gradually over the next three years.

If you leave before completing the first year, you lose all 1,000 options. Once the cliff ends, you start owning a portion of your shares regularly.

This structure keeps employees motivated to stay and contribute meaningfully through the initial phase.

Differences between cliff period and vesting period

Criteria Cliff Period Vesting Period
Definition A specific waiting period before vesting begins The total time over which an employee earns benefits
Forfeiture Employee forfeits all benefits if they leave Employee forfeits unvested benefits upon leaving
Duration Typically 1-2 years Varies, can last several years
Purpose Ensures employee commitment for a minimum time Rewards long-term service and performance


For further understanding, explore the meaning of the vesting date.

Why companies use a cliff period in vesting schedules

Companies introduce cliff periods for two main reasons to retain talent and to evaluate performance. It’s a safeguard ensuring that rewards go to those who contribute meaningfully and plan to stay long-term.

This approach benefits both sides employees get valuable ownership after proving commitment, and companies build stable, loyal teams.

Example of cliff period and vesting schedule

For instance, an employee is granted 1,000 stock options with a 4-year vesting schedule and a 1-year cliff. After the first year, the employee vests 25% of the options (250 shares). After that, they vest an additional 25% each year for the next three years. If they leave before the cliff period ends, they forfeit all 1,000 options. After the cliff period, their remaining shares vest according to the regular schedule.

How cliff and vesting impact employee wealth?

Both the cliff period and vesting period play a huge role in long-term wealth creation. As your shares vest and appreciate, they turn into a valuable financial asset.

You do not need to sell your shares to access liquidity. With ESOP financing, you can raise funds against your vested shares while keeping your ownership intact perfect for meeting personal or professional goals.

Conclusion

Both cliff periods and vesting periods form the backbone of employee ownership and reward systems. They encourage loyalty, offer wealth-building opportunities, and align employee growth with company success. Understanding these terms helps employees plan their financial future better and make smarter decisions about their stock options. And when you need funds, an ESOP loan lets you unlock liquidity without losing your stake keeping your ownership and goals intact.

Empower your future with ESOP financing stay invested, stay in control. Apply now!

Frequently asked questions

How long is a typical cliff period?
A typical cliff period lasts between one to two years. During this time, employees do not vest in any stock options or benefits. After the cliff period, they gain a significant portion of their benefits.

Why do companies use cliff periods?
Companies use cliff periods to ensure that employees commit to staying for a minimum period before receiving any benefits. This helps retain talent and reduces the risk of turnover by incentivising longer tenures with the company.

Can a vesting schedule have no cliff period?
Yes, a vesting schedule can have no cliff period. In such cases, employees begin vesting in their benefits immediately or gradually over time without an initial waiting period before they receive ownership.

What happens if an employee leaves during the cliff period?
If an employee leaves during the cliff period, they forfeit all benefits tied to the vesting schedule, including stock options or retirement contributions. The company retains full ownership of the unvested benefits.

What is the key difference between a cliff period and a vesting period?

A cliff period is the initial waiting time before ESOPs start vesting, while the vesting period is the total duration over which employees gradually earn their stock options.

What happens if an employee leaves during the vesting period?

If an employee leaves during the vesting period, they forfeit unvested ESOPs. Some companies allow partial vesting, while others may have specific exit policies outlined in their ESOP agreement.

Can you get a loan against your ESOPs?

Yes, you can leverage the value of your Employee Stock Ownership Plan (ESOP) to secure a loan. Lenders offer financing based on the current worth of your vested ESOPs, allowing you to access funds without selling your shares. This helps you meet financial needs while retaining ownership in your company.

Access loans up to ₹175 crore against your ESOPs value! Apply now

What is the difference between cliff and vesting?

Vesting is the process by which an employee gains ownership of benefits, typically stock options, over time. A cliff is a minimum time an employee must work before receiving any vesting. After the cliff, a portion vests, and the rest continues gradually.

What is a vesting period?

A vesting period is the duration an employee must remain with the company to gain full ownership of granted shares or options. It ensures loyalty, typically spanning 3–4 years, after which the employee can exercise or own the benefits completely.

What is the cliff period of a startup?

The cliff period is usually the first 12 months of employment at a startup, during which no equity or options vest. If the employee stays beyond the cliff, a lump sum (typically 25%) vests immediately, with the remainder vesting gradually afterward.

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