Best ESO Plan Practices for Startups in 2024

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An Employee Stock Option Plan (ESO) is a powerful tool that startups use to attract and retain top talent. In simple terms, it’s a promise from the company that allows employees to buy a certain number of shares at a fixed price.

This can be a win-win situation – employees get a piece of the company’s potential success, and startups get to keep great people on their teams. This guide is designed to help startup founders understand and set up an ESO plan, a crucial part of any startup’s compensation strategy.

What Are ESOs?

Employee Stock Options (ESOs) are a type of benefit that companies offer to their employees. Essentially, ESOs give employees the right, but not the obligation, to buy a certain number of shares in the company at a predetermined price, known as the strike price, within a specific timeframe.

Think of it like a special coupon that lets you buy the company’s stock at a discount. The company sets the “coupon” price (the strike price) and the “expiration date” (the end of the option term). If the actual price of the company’s stock goes up above the strike price, you can use your ESO to buy the stock at the lower price, and you get to keep the difference.

For example, if your company gives you an ESO to buy 100 shares at $10 each, and the company’s stock price rises to $15, you can use your ESO to buy the shares for $10 and sell them for $15, making a $5 profit per share.

ESOs are a way for companies to reward employees and encourage them to contribute to their success. The better the company does, the higher its stock price may go and the more valuable the ESOs become.

Setting Up an Employee Stock Option Plan

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Here is how you can set up an ESO for your startup.

  • Determining the Number of Shares

The first step in setting up an Employee Stock Option Plan (ESO) is to decide how many shares you want to offer to your employees. This is a crucial decision because it directly impacts the ownership structure of your company. You want to strike a balance between offering a significant enough number to attract and retain talent without diluting the ownership stakes of the founders and early investors excessively.

  • Choosing the Type of Options

Next, you need to decide on the type of options you want to offer. There are two main types: Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs). ISOs are usually more attractive to employees because they offer tax advantages but have more restrictions. NSOs are more flexible but don’t offer the same tax benefits. It’s important to understand the differences and implications of each before making a decision.

  • Establishing a Vesting Schedule

A vesting schedule is a timeline that determines when employees can exercise their options, i.e., buy the shares. A common vesting schedule is over four years, with a one-year cliff. This means that the employee must stay with the company for at least one year to earn any options and the rest vest monthly over the remaining three years. The vesting schedule is a tool to incentivize employees to stay with the company longer.

  • Setting the Strike Price

It is the price at which employees can buy the shares when they exercise their options. This price is usually determined through a 409A valuation, a formal report establishing the fair market value of the company’s common stock. By law, the strike price must be at or above the fair market value when the options are granted.

  • Getting Board Approval

Before implementing your ESO plan, you need to get approval from your company’s board of directors. This is an important step because the board has a fiduciary duty to protect the interests of the company and its shareholders. They will review the plan to ensure it is in the best interest of the company.

  • Creating an Option Agreement

Once the board has approved the plan, you need to create an option agreement. This is a legal document that outlines the terms and conditions of the stock options, including the number of shares, the type of options, the vesting schedule, and the strike price. It’s important to work with a lawyer to ensure the agreement is legally sound.

  • Maintaining Accurate Records

Finally, it’s crucial to keep accurate records of all stock option grants. This is typically done using a capitalization table, or cap table, which is a spreadsheet that shows the ownership stakes of all shareholders, including option holders. The cap table needs to be updated every time a stock option grant is made, an option is exercised, or any other changes to the company’s ownership structure occur. This helps ensure transparency and accuracy in the company’s equity management.

How Do Startups Offer Stock Options?

Since setting up an ESO takes time and effort, you don’t want to face any errors or issues to mess up your plan. So, here are some points to help you continue with your ESO without facing many problems.

  • Planning Ahead

Startups need to plan their stock options strategy carefully. This includes considering the key hires they expect to make over the next 12 to 24 months. By anticipating future staffing needs, startups can ensure they have enough equity to offer attractive stock options to new employees.

  • Managing Equity

Equity management is crucial for startups. This involves keeping track of all the company’s shares, including those set aside for stock options. Startups must ensure they don’t give away too much equity early on, as this could limit their ability to offer stock options to future hires.

  • Setting Guidelines

Startups should establish clear guidelines for their stock options. This includes deciding who is eligible for stock options, how many options each role or level of seniority should receive, and under what conditions the options can be exercised.

  • Getting a 409A Valuation

A 409A valuation is a formal appraisal of the company’s fair market value. This valuation is used to set the strike price for the stock options. By law, the strike price must be at or above the fair market value when the options are granted.

  • Establishing a Vesting Schedule

Startups need to adopt a vesting schedule for their stock options. This is a timeline that determines when employees can exercise their options. A common vesting schedule is over four years, with a one-year cliff.

  • Setting an Expiration Timeline

Stock options don’t last forever. Startups need to set an expiration timeline for their options, after which they can no longer be exercised. This timeline is typically 10 years from the date the options are granted.

  • Creating an ESO Agreement

Once the startup has decided on all the details of its stock options, it needs to create a formal Employee Stock Option Agreement. This document outlines the terms and conditions of the stock options and needs to be approved by the company’s board of directors.

  • Tracking Equity

Finally, startups need to keep track of all their equity, including stock options. This is typically done using capitalization software, which helps ensure accuracy and transparency in the company’s equity management.

Benefits of ESOP

Here are some benefits a startup can get while utilizing ESOP.

One of the main benefits of an Employee Stock Option Plan (ESO) is its ability to attract and retain top-notch talent. By offering a piece of the company’s potential success, startups can lure skilled professionals who might otherwise be drawn to larger companies with higher salaries. ESOs can make employees feel more invested in the company’s success, leading to increased loyalty and lower turnover.

  • Financial Benefits for Startups

ESOs can also provide financial advantages for startups. Offering stock options can be a cost-effective compensation strategy, allowing companies to offer competitive packages without draining cash reserves. This can be particularly beneficial for early-stage startups where cash flow is often tight.

ESOs can also boost employee retention and motivation. When employees own a stake in the company, they will likely be more committed and motivated to contribute to its success. This sense of ownership can foster a more collaborative and productive work environment, driving the company toward its goals.

Best ESOP Practices

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If you plan to set an ESOP structure in your company, you should be aware of ESOP practices that help generate maximum benefit from the scheme.

  • Transparency and Communication

Transparency is key when implementing an ESO. Employees should understand how the plan works, the value of their options, and how changes in the company (like funding rounds) might affect their options. Regularly communicate updates about the company’s valuation and the status of their options. This openness builds trust and helps employees feel more invested in the company’s success.

  • Fair and Equitable Distribution

Ensure that the distribution of stock options is fair and reflects the value that each employee brings to the company. While it’s common for early employees and key roles to receive larger option grants, it’s important to avoid creating a perception of favoritism. A well-structured ESO should motivate all employees, not just a select few.

  • Regular Review and Adjustment

An ESO isn’t a set-it-and-forget-it plan. Regularly review and adjust your ESO as your company grows and changes. For instance, as you hire more employees, you may need to expand your option pool. Or, if your company’s valuation increases significantly, you might need to adjust the strike price of new option grants.

  • Legal and Financial Guidance

Navigating the legal and financial aspects of an ESO can be complex. It’s wise to seek guidance from professionals who specialize in this area. They can help ensure your plan complies with all relevant laws and regulations, and that it’s structured in a way that benefits both the company and its employees.

  • Employee Education

Finally, educate your employees about ESOs. Many people are unfamiliar with how stock options work, so provide resources to help them understand the value of their options and how to exercise them. This could include workshops, FAQs, or one-on-one meetings with a financial advisor. The more your employees understand about their ESO, the more they can appreciate this aspect of their compensation.

Frequently Asked Questions

1. What are the costs of ESOP (Employee Stock Option Plan) for startups?

The cost of an Employee Stock Option Plan (ESOP) for startups can vary widely depending on several factors. Here are some key points to consider:

  • Legal and Administrative Costs: Setting up an ESOP can involve substantial legal and administrative costs. These costs can range from a few thousand dollars to over $50,000, depending on the complexity of the plan and the size of the company. These costs include drafting the ESOP document, obtaining a valuation of the company’s stock, and ongoing plan administration.
  • Valuation Costs: ESOPs require an annual valuation of the company’s stock by an independent appraiser. The cost of this valuation can range from a few thousand dollars to over $10,000 per year, depending on the size and complexity of the company.
  • Dilution of Ownership: When a company issues stock options to employees, it dilutes the ownership of existing shareholders. This is not a cash cost, but it can have a significant impact on the value of the existing shareholders’ equity.
  • Tax Implications: ESOPs can have significant tax implications for the company and the employees. These implications can be positive (e.g., tax deductions for the company) and negative (e.g., potential tax liability for employees when they exercise their options). The specific tax implications will depend on the structure of the ESOP and the tax laws in the company’s jurisdiction.
  • Employee Compensation Costs: If a company uses stock options as a form of employee compensation, it may be able to reduce its cash compensation costs. However, this can also make the company’s compensation costs more volatile, as they will be tied to the value of the company’s stock.

Please note that these are general estimates, and the actual costs can vary significantly based on the specifics of the startup and the ESOP plan. It’s always recommended to consult with a financial advisor or legal expert when considering an ESOP for your startup.

2. How does the income tax work for ESOs in an ESOP company?

In the United States, certain tax advantages exist for employees participating in ESOPs. The income tax implications depend on the structure of the ESOP and how the shares are distributed.

Generally, ESOP benefits aren’t taxed when the shares are allocated to employees’ accounts; they are taxed when the employees sell their shares. However, if your ESOP company is an S corporation, employees can defer taxes even longer, possibly until they retire or leave the company.

It’s crucial for both the company and the employees to consult with a tax professional to understand the specifics of their situation and potential tax implications.

3. How can a startup maximize the tax-deductible benefits of an ESOP?

Startups can benefit from several tax-deductible advantages when implementing an ESOP. For instance, both principal and interest on ESOP loans used to purchase company shares are tax-deductible. This allows the startup to repay the loan with pre-tax dollars, which can be a significant advantage.

Furthermore, dividends paid on ESOP-held stock can be tax-deductible if used to repay an ESOP loan or passed directly to the employees.

However, the exact tax benefits can vary based on the company’s structure. For instance, S corporations with an ESOP have different tax implications than C corporations. Consultation with a tax professional is recommended to maximize these benefits.


ESOPs offer significant advantages to startups, increasing employees’ dedication by tying their financial outcomes to the company’s success. However, the complexity of these plans, particularly in areas like vesting and withdrawals, necessitates clear comprehension.

Educating your workforce about the specifics of their ESOP can prevent misunderstandings and enhance engagement. This way, not only does the employees’ pay reflect their contributions, but it also maximizes their potential financial rewards. It’s about making ESOPs not just beneficial but also accessible and transparent.

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About the author: Oran Yehiel

Oran Yehiel is the founder of Startup Geek, with an MBA specializing in financial management and a background in Deloitte. As a Certified Public Accountant and Digital Marketing Professional, he writes about venture capital, marketing, entrepreneurship, and more, bringing a wealth of experience to businesses seeking growth and success.

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