ESOS vs ESOP: Meaning, Eligibility and Key Differences

Understand the clear differences between ESOS and ESOP. Understand how these employee programs differ and why it matters.
Leverage your ESOPs for funds!
3 mins read
25-September-2025

When you think about what truly motivates employees to stay with a company, salary is only part of the story. More and more businesses are offering stock-based compensation as a way to build loyalty, create wealth, and reward performance. Two popular choices are Employee Stock Option Schemes (ESOS) and Employee Stock Ownership Plans (ESOP).

Both sound similar, but they work very differently. One gives employees the right to purchase shares at a set price in the future, while the other offers direct ownership today. Let’s break this down so you can clearly understand ESOS vs ESOP, how they work, and why companies use them.

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What is ESOS (Employee Stock Option Scheme)?

An Employee Stock Option Scheme (ESOS) is a company-approved programme that gives eligible employees the right to purchase a specific number of company shares at a pre-determined price, known as the exercise price. These options are not granted as shares immediately; instead, they vest over a defined period. Once vested, employees may choose to exercise their options and convert them into actual shares.

ESOS is primarily designed to reward performance, retain key talent, and align employees’ interests with long-term organisational growth. Since the exercise price is often lower than the market value at the time of exercising, employees benefit directly from the company’s success.

What is ESOP (Employee Stock Ownership Plan)?

An Employee Stock Ownership Plan (ESOP) is a structured employee-benefit plan through which employees are given ownership in the company, either as part of their compensation or through a trust mechanism. Unlike ESOS, ESOPs typically grant shares immediately or allocate them over time based on predefined rules, without requiring employees to buy them at an exercise price.

ESOPs aim to build a strong sense of ownership among employees, motivating them to contribute to the company’s long-term performance. Over time, employees accumulate shares, which may be encashed upon resignation, retirement, or during liquidity events as per the company’s policies. This structure makes ESOPs an effective tool for wealth creation and employee retention.

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Key features of ESOS

Here is what makes ESOS unique:

  • Right to purchase: Employees can buy shares at a fixed price, no matter what the market price is later.

  • Vesting period: You need to stay with the company for a certain time before you can exercise your options.

  • No ownership until exercised: You only own the shares once you actually buy them.

  • Performance-driven: Companies often use ESOS to reward hard work and results.

Key features of ESOP

Here are the key features of ESOP:

  • Direct ownership: Employees are granted shares without having to purchase them.

  • Vesting schedule: A set period before employees can fully own their shares.

  • Long-term incentive: Provides an immediate stake in the company’s success.

  • Dividend potential: Employees may receive dividends on their shares.

ESOS vs ESOP: A comparative analysis

So, how do these two plans really compare?

  • Ownership: ESOS gives you the right to buy shares later, ESOP makes you a shareholder now.

  • Risk vs reward: ESOS involves risk if the stock price falls, while ESOP gives immediate value.

  • Motivation: ESOS is performance-focused, ESOP builds long-term loyalty.

  • Wealth creation: Both can help employees build wealth, but in different ways.

In short, ESOS is about potential gains, while ESOP is about instant ownership. Companies often use one or both, depending on their goals.

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Tax implications of ESOS and ESOP

Taxes are an important factor to consider. Here is how it works:

  • At exercise (ESOS): When you buy shares, the difference between the fair market value and the exercise price is taxed as a perquisite.

  • At allocation (ESOP): When you receive shares, tax may apply depending on valuation and timing.

  • On sale: Whenever you sell the shares, capital gains tax applies based on whether they’re short-term or long-term holdings.

Planning ahead ensures you don’t face unexpected tax liabilities.

Why companies choose stock-based plans?

Companies use ESOS and ESOP as strategic tools to build loyalty and align employees with business success.

  • To attract and retain top talent.

  • To align employee interests with company growth.

  • To reward long-term commitment and loyalty.

  • To create a sense of ownership and responsibility.

How to choose between ESOS and ESOP for your business?

Choosing between ESOS and ESOP depends on your company’s goals, stage of growth, and the kind of ownership experience you want to create for employees. Both models help attract and retain talent, but they function differently and impact cash flow, dilution, and employee behaviour in unique ways. A business should evaluate the financial, cultural, and operational implications before deciding which structure aligns better with its long-term strategy. Here are key factors to help you choose:

1. Purpose of the plan: 

  • Choose ESOS if you want employees to purchase shares at a set price and link rewards more closely with performance and long-term value creation.
  • Choose ESOP if your goal is to provide direct ownership and motivate employees through automatic share allocation.

2. Cash flow considerations: 

  • ESOS requires employees to pay an exercise price, reducing immediate financial burden for the company.
  • ESOP may involve share buybacks or trust funding, which could require greater company-level cash planning.

3. Stage of business: 

  • Growth-stage or pre-IPO companies often pick ESOS, as it encourages employees to stay until value unlocks.
  • Mature companies may prefer ESOPs to build long-term employee ownership and stability.

4. Employee expectations and culture: 

  • ESOS suits roles where performance-linked rewards are essential.
  • ESOP works well if you want employees to feel like long-term co-owners from the outset.

5. Dilution and equity management: 

  • ESOS may cause dilution only when options are exercised.
  • ESOP requires earlier allocation planning, as shares are often transferred or allotted upfront.

6. Regulatory and administrative complexity: 

  • Both plans have compliance requirements, but ESOS is generally simpler to administer as the company issues shares only upon exercise.
  • ESOPs may involve trustees, valuation cycles, and distribution rules.

How can employees maximise benefits?

With the right approach, employees can turn stock-based compensation into long-term financial growth and security.

  • Keep track of vesting schedules and timelines.

  • Understand tax implications before exercising options.

  • Diversify your portfolio instead of relying only on stock-based compensation.

  • Consider financing options to make the most of ESOS or ESOP benefits without draining savings.

Conclusion: Choosing between ESOS and ESOP

Both ESOS and ESOP are powerful ways to connect employees to a company’s future. ESOS motivates performance by offering potential gains, while ESOP creates instant ownership and loyalty. Choosing between the two depends on whether the company values performance-driven rewards or long-term commitment. For employees, the real question is how to make the most of these benefits. With the right planning and smart financing, you can turn your stock options into long-term wealth.

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Frequently asked questions

What is the meaning of ESOS?
Employee Stock Option Scheme (ESOS) is a compensation plan that gives employees the right to purchase company shares at a predetermined price, typically after a vesting period, allowing them to benefit from future stock appreciation.

What are the benefits of ESOS?
ESOS benefits employees by offering potential financial gains through stock price appreciation, promoting retention through vesting periods, and aligning employee interests with company success. It also incentivises performance and rewards long-term commitment.

What is the difference between ESOS and ESOP?

ESOS gives employees the right to buy shares at a fixed price after a vesting period. ESOP, on the other hand, grants actual ownership or shares, often without requiring purchase.

Who is eligible for ESOS and ESOP in India?

Typically, permanent employees, directors (excluding independent directors), and certain consultants are eligible. However, eligibility criteria can differ by company policy and plan structure.

What are the tax implications of ESOS vs ESOP?

In ESOS, tax applies at exercise (as a perquisite) and at sale (as capital gains). ESOPs are taxed as capital gains upon sale, depending on how the shares were allocated.

Which is better for startups: ESOS or ESOP?

Startups often prefer ESOS for managing cash flow while motivating key talent. ESOPs are better for long-term retention and building a strong ownership culture.

Can a company offer both ESOS and ESOP?

Yes, a company can offer both schemes, depending on strategic goals. Combining them allows flexibility in talent acquisition, retention, and aligning long-term interests.

How does vesting work in ESOS and ESOP?

Vesting in ESOS/ESOP means employees earn rights to options or shares over time, often linked to tenure or performance. Only after the vesting period can employees exercise stock options or claim ownership.

Can ESOS or ESOP be offered to contract employees?

Generally, ESOS/ESOPs are offered only to permanent employees and directors, excluding promoters. Contractual employees and consultants are not typically eligible unless specifically approved by company policy and regulations.

Are ESOS and ESOP regulated by SEBI in India?

Yes. Listed companies issuing ESOS/ESOP must comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. These rules cover grant, disclosure, vesting, and accounting standards to ensure transparency and fairness.

When do employees pay taxes on ESOS vs ESOP? (timing-focused)

For ESOS, tax applies when options are exercised, based on the difference between market value and exercise price. For ESOP shares, taxation occurs both at exercise (perquisite tax) and later at sale (capital gains).

What are the risks involved in ESOS and ESOP?

Risks include share price volatility, dilution of ownership, lock-in restrictions, and potential taxation burdens. Employees may also face reduced benefits if company performance declines or if they exit before full vesting.

Can promoters participate in ESOP or ESOS?

Promoters can participate only if the company’s policy and applicable regulations permit it. In India, listed companies generally cannot grant ESOPs or ESOS to promoters, while unlisted companies may allow it based on their scheme rules.

How do ESOS and ESOP impact employee motivation and retention?

Both schemes create long-term alignment by giving employees a stake in the company’s growth. ESOS motivates through potential value appreciation at exercise, while ESOP builds ownership directly, improving retention, loyalty, and commitment to organisational goals.

What are the tax benefits of ESOS and ESOP?

Tax treatment varies by structure. Typically, tax applies at exercise (as perquisite) for ESOS and at allotment for ESOP, followed by capital gains tax on sale. Benefits depend on holding period, valuation, and applicable tax rules.

How does the vesting period work in ESOS and ESOP?

Both plans include a mandatory vesting period during which employees earn the right to receive options or shares. Vesting schedules may be time-based or performance-linked, ensuring employees stay committed before accessing ownership benefits.

Can ESOS and ESOP be combined in one company?

Yes, a company may operate both schemes simultaneously to serve different employee segments or objectives. ESOS can reward performance-driven roles, while ESOP can create broader ownership participation across the workforce.

What are the compliance requirements for ESOS and ESOP in India?

Compliance includes board and shareholder approvals, valuation norms, disclosures, documentation, and adherence to Companies Act and SEBI regulations (for listed entities). Companies must maintain records, follow reporting standards, and ensure transparent communication to employees.

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