What is Unvested ESOP?

Understand what unvested ESOP means, its rights and restrictions, and how it impacts employees during exit, termination, or company sale.
Avail funds to buy ESOPs!
3 mins read
14-October-2025

When you join a company that offers Employee Stock Ownership Plans (ESOPs), you are not just earning a salary you are building ownership. But not all stock options you receive are immediately yours. Many come with a condition: time. These are called unvested ESOPs. In simple terms, unvested ESOPs are the stock options you have been granted but have not yet earned the right to own. They become yours only after completing a certain tenure or meeting specific performance goals. Until then, they remain unvested meaning you cannot sell, transfer, or exercise them.

Want to turn your vested ESOPs into ownership without using your savings? Apply for ESOP Financing and get funds to exercise your stock options easily.

Why companies offer unvested ESOPs?

Companies, especially startups and growing businesses, use unvested ESOPs as a smart way to attract and retain talented employees. Instead of paying large cash bonuses, they offer a share in the company’s future growth one that unlocks over time. By granting stock options that vest gradually, employers motivate team members to stay longer and contribute more meaningfully. It aligns your success with the company’s the better the business performs, the greater your potential gain. Unvested ESOPs also build a strong sense of ownership, collaboration, and loyalty within the team, reducing attrition in competitive sectors such as technology, fintech, and startups.

Unvested ESOP rights and restrictions

Aspect Rights/Restrictions
Ownership Employees do not own unvested ESOPs until the vesting criteria are met.
Voting rights No voting rights are granted for unvested ESOPs.
Transferability Unvested ESOPs are non-transferable and remain tied to employment terms.
Exercise rights Employees cannot exercise or sell unvested ESOPs.
Forfeiture Unvested ESOPs are forfeited upon termination or voluntary resignation before vesting.
Monetary benefit No immediate financial benefits are associated with unvested ESOPs.

Unvested ESOPs, therefore, are promises of future ownership but only once you have fulfilled the necessary conditions.

Implications of leaving a company with unvested ESOP

Leaving your company before your ESOPs vest can mean walking away from potential future wealth. When you resign before completing the vesting period, your unvested ESOPs are forfeited.

This means you lose any right to buy or benefit from those options even if you were close to vesting. The clause encourages employees to stay longer and discourages job-hopping, helping companies maintain continuity and commitment.

However, for employees, this forfeiture can impact financial planning. If unvested ESOPs make up a large part of your expected compensation, leaving early might lead to a missed opportunity for long-term gain.

How does unvested ESOP impact employee exit?

Unvested ESOPs can complicate employee exits, as any unvested stock options are typically forfeited upon leaving the company. Employees must consider the financial implications of forfeiting these options, which may represent future financial gains tied to company growth. This condition creates a retention mechanism for employers while acting as a deterrent for employees considering premature resignation. For employees planning to exit, it is essential to evaluate how much of their ESOPs are vested and the potential loss from unvested shares. Negotiating a settlement or accelerating the vesting schedule may occasionally be possible, depending on the company's policies and the employee's role.

Tax treatment of unvested ESOP

Unvested ESOPs are not taxable until they vest and are exercised. Upon vesting, employees gain the right to own or exercise the stock options, which may trigger tax liabilities. The exercise of ESOPs is typically taxed as a perquisite under the head of income from salary. When employees eventually sell the shares, capital gains tax is applicable on the difference between the sale price and the fair market value at the time of exercise. Tax implications can vary based on the employee’s income bracket and the holding period of the shares. Proper tax planning is crucial to minimise liabilities and maximise the financial benefits of ESOPs.

Unvested ESOP during liquidation or company sale

Unvested ESOPs during a company’s liquidation or sale often face uncertain treatment, depending on the terms of the sale agreement. Typically, these options may be accelerated, allowing employees to vest them fully or partially before the transaction closes. In some cases, unvested ESOPs may be cancelled or replaced with equivalent options in the new company. Employees should review their ESOP agreements to understand how unvested options are handled during such events. Proper communication from employers is critical in ensuring clarity about the treatment of unvested shares, as these options can significantly impact employee morale and financial planning during organisational transitions.

What happens to unvested ESOP upon employee termination?

If you are terminated before your ESOPs vest, the unvested portion is usually forfeited. This holds true for voluntary resignations and terminations for cause.

However, in cases of termination without cause such as role redundancy some companies may offer partial vesting or compensation as part of your severance package.

The idea is simple: unvested ESOPs are a retention tool, meant to reward loyalty and consistent performance. Understanding the conditions in your ESOP plan helps you avoid surprises if your employment ends unexpectedly.

How to track and manage your ESOP vesting schedule?

Keeping track of your vesting schedule is crucial if you want to maximise your ESOP benefits. Create a timeline of vesting milestones and regularly monitor how many options are vested versus unvested.

Many companies provide digital dashboards for real-time tracking. You can also use financial planning tools to estimate potential gains at various market values.

By understanding when your options vest, you can plan your career moves, exercise timing, and tax obligations more effectively.

How unvested ESOPs affect financial planning?

Unvested ESOPs represent future wealth but they cannot be counted as immediate assets. When planning your finances, treat them as conditional potential, not guaranteed value.

That said, they’re an important part of long-term wealth creation. When a substantial portion vests, you can exercise and sell shares for profit or use ESOP Financing to retain ownership without liquidating personal funds.

Conclusion

To sum up, unvested ESOPs are stock options that employees have not yet earned ownership of. They act as powerful retention tools, aligning your growth with your company’s. While they offer long-term potential, understanding their terms, tax treatment, and forfeiture conditions is crucial before making career decisions. When your options finally vest, don’t let liquidity hold you back from exercising them.

Unlock your equity potential with ESOP financing get instant funds to exercise your vested stock options and own your share in your company’s success. Apply today!

Frequently asked questions

What is the vesting period for ESOP?
The vesting period for ESOP refers to the duration an employee must work with a company before earning the right to own or exercise their stock options. It typically spans three to five years and may include a cliff period or graded vesting, depending on the company’s policy outlined in the ESOP agreement.

Can unvested ESOP be sold or transferred?
No, unvested ESOP cannot be sold or transferred. These stock options remain tied to the employee’s fulfilment of vesting conditions, such as completing a specified tenure or achieving performance milestones. Until vested, employees do not have ownership rights, and the options are non-transferable under the terms of most employee stock ownership plans.

Are unvested ESOP taxable?
Unvested ESOPs are not taxable until they vest and are exercised. Tax liability arises only after employees exercise their options, where the value difference is taxed as a perquisite under income from salary. Additionally, capital gains tax applies when the shares are sold, based on the holding period and the sale price.

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