ESOPs are becoming a very popular mode of recruiting and retaining talent in startups and major companies across the country. An Employee Stock Ownership Plan (ESOP) is a good incentive for the employees to work harder — so that, in the long run, the value of these stocks rises and helps create a significant financial corpus. But how do ESOPs work? Let's understand that in more detail.

What is ESOP?

An ESOP provides employees with stock shares representing ownership in the business. It is a type of employee benefit plan that encourages employees to excel at their work, reflecting their stake in the company. Employers frequently use ESOPs as a corporate finance approach to balancing the interests of the employees with that of their shareholders.

The employer grants certain business shares to the employee at a lower price through these schemes. These shares stay in the ESOP trust fund until the employee exercises their option to purchase them, leaves the firm or institution, or retires. By involving stockholders — who are also employees — in the company's operations, these programmes seek to enhance the company's performance and raise the valuation of the stocks. ESOPs are very effective in reducing issues with incentives.

How does an ESOP work?

ESOPs are established as trusts and can be financed in several ways by businesses, including by adding freshly issued stocks into them, paying cash to purchase existing shares, or borrowing funds through the corporation to do so. Companies of diverse sizes, including several sizable publicly traded enterprises, use ESOPs.

Contrary to popular belief, ESOP-affiliated businesses must choose a trustee to serve as the plan's fiduciary (a person who is legally obligated to act in the best interest of its client) and prohibit discrimination. For instance, it is impossible for ESOP investors to have no right to vote or for senior staff to get more shares.

• An ESOP is first established as trust funding. 
• Companies can deposit freshly issued shares here, borrow money to purchase them or put cash into the trust to buy them. 
• Employees can accrue a rising number of shares, and the total amount depends on the length of their work. 
• Employees get compensated by receiving the cash worth of their shares. This encashing usually occurs at or after the moment of retirement or termination.

Key terminologies to know with ESOPs

1. Employee - A person who works for the organisation in India or abroad. This also includes affiliates or subsidiary company’s directors as well as the workers.
2. Grant - This refers to giving the employees the stock under the ESOP scheme.
3. Vesting period - The time during which the ESOPs granted to the employee mature; where full rights are issued to the employee.
4. Exercise - An employee's request for the company to issue shares in return for the option that has vested in accordance with the ESOP is referred to by this phrase.

What Are ESOP Shares And What Are Their Benefits?

Organisations typically distribute stocks in stages. For instance, a business might provide its employee's shares at the end of the fiscal year as an incentive to stick with the company in exchange for getting that award. Businesses that provide ESOPs have long-term goals. Companies want to keep their employees for a longer period, but they also want to turn them into shareholders. Alarming turnover rates can plague organisations, but ESOPs may be able to help them reduce these rates. Plus, startups offer stocks to entice talent. These businesses frequently lack funds or are unable to pay their employees well. However, they raise the value of their remuneration package by providing a share in their company.

The following are the benefits of ESOP:

• An organisation may give its staff stock options as a kind of motivation. This would motivate the employee to give it their all because they would profit if the company's stock prices rose. 
• Although the main advantages ESOP offers to companies are incentives, employee retention, and rewarding effort, there are several additional vital perks, like receiving dividends and getting shares at a discounted value.
• Organisations could avoid paying cash rewards as a reward with the aid of ESOP possibilities, saving on an immediate cash outflow. 
• ESOPs give employees a sense of ownership, which keeps them engaged since they have a say in the success and growth of their company. They believe they are much more than employees doing a job. Employees feel more a part of the company since they have a genuine stake in its future success.
• ESOPs aid in enabling employees to achieve full financial independence. Employees can build a sizable corpus through ESOPs, whereas monthly salary and other savings schemes can assist them in covering their everyday needs. 

Risks Associated With ESOPs

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It is simple to sell the advantages of ESOPs to businesses looking at liquidity and succession options. There are compelling arguments against using ESOPs, though. 

1. ESOPs have intricate operating procedures and demand a lot of supervision. The plan's specifics can be handled by outside consultants or ESOP Third Party Administration companies, but the ESOP business needs an internal agent to promote the initiative and act as a local resource. The corporation runs the risk of issues and potential violations if the ESOP is not adequately staffed. Small businesses and those with basic accounting procedures are particularly unsuitable for ESOPs since they lack the necessary infrastructure to adhere to the rules and give employees the support and information they need.

2. Companies with reliable, predictable, and secure revenue patterns are the ideal candidates for ESOPs. The majority of ESOPs are leveraged, having used some borrowed funds to pay for the selling shareholder's exit transaction. Companies with a high degree of cyclicality and volatility make poor candidates for highly leveraged deals and are vulnerable to lender demands during a recession. Additionally, cyclical businesses sometimes lay off employees during the downturn of the cycle, and in these circumstances, the ESOP may be viewed as a subpar employee perk.
   
   
3. An ESOP may not be the best option if the present owner or CEO wants to reduce their involvement considerably and there is no suitable substitute. With no external buyer, ESOPs result in an internal liquidity transaction, which means that no fresh ideas for management and entrepreneurship are introduced. Suppose the owner or key executive decides to retire shortly. In that case, they will need a capable successor to run the business, administer the ESOP, and take care of any associated transaction debt. An ESOP seems to be an inappropriate course of action if a direct successor is not imminent.

4. Avoid an ESOP if the company needs a sizable amount of additional funding to survive. ESOPs finance the acquisition of shares from stakeholders using business cash flow. The ESOP transactions may compete for this required money, leading to a weakened ESOP firm if the business requires using its working capital for capital expenses or extra working capital.

5. There might be another financing transaction that better achieves the shareholders' objectives. A third-party buyer, such as a strategic buyer or private equity fund that proposes an immediate cash purchase, may be found by shareholders looking to maximise cash upon closing. Such a buyer might be prepared to pay a large premium over the company's financial fair market value. Always assess if other procedures can help companies and shareholders achieve their objectives more successfully before implementing ESOPs.

ESOP Tax Implications

Shares become the employee's property (vested) after a specified amount of time has passed since the award date, and the employee has been given the unrestricted right to acquire the shares. Such options become exercisable once they become vested in the employee (exercise). Upon an employee exercising their shares, the company allocates the shares to them (allotment). India grants ESOPs per SEBI Guidelines from 1999. Companies give ESOPs based on performance not just to workers but also to company directors.

The tax on ESOPs gets evaluated twice. First, when shares are allocated to an employee after they exercise their option at the end of the vesting period. Second, when an employee decides to sell the ESOP shares they've been allotted.

The difference between the exercise price or subscription price and the fair market value of shares as of the exercise date is determined and taxed at the time of share allocation on the exercise date. The term "perquisite value" refers to this taxable worth. Taxes are applied to any earnings or gains realised when an employee sells the shares that were granted to them through an ESOP. Such a profit is taxed under the "Capital Gains" heading. Depending on how long the shares were held, capital gains can also be divided into "Short Term Capital Gains" and "Long Term Capital Gains."

Inter-Country ESOP Taxation

ESOPs are typically given to group employees by the parent corporation. However, tax issues arise when an employee is deputed from the parent company in one nation to a subsidiary in a different country. Typically, the country in service at that point in time of ESOP issuance may not be the same as the country where vesting and exercise take place, resulting in a dispute over the distribution of taxation rights between the two nations.

Identifying an employee's residence status for a specific year is the first stage. When an employee has more than one residency during a given year, the tax treaty's tie-breaker test must be used to determine the person's eventual residency status. ESOP benefits are taxed in a nation based on the duration of the services provided there. 

• Double Taxation: When a worker of an Indian company exercises stock while in India, the employee must pay the perquisite tax within India on the gap between the option price and fair market value. The employee subsequently sells those shares while working for the subsidiary abroad after being transferred to it. The employee is obligated to pay tax on their worldwide income, including capital gains from the sale of shares, as they became subject to taxation in the foreign corporation in the year of the share sale. Idealistically, the Fair Market Value (FMV) should be used as the cost of the shares when calculating such capital gains. However, because the perquisite tax is paid in India, foreign jurisdictions typically regard the option amount charged as a cost instead of FMV. The FMV must be justified to international tax authorities as a fair costing for estimating capital gain. Otherwise, the employee would have to pay taxes twice on the part of the option price paid that is less than the FMV.

• Cash Flow: A parent company employee may occasionally be deputed to a foreign subsidiary. After receiving their shares, the employee must pay perquisite tax, which is split between India and another country determined by the number of hours/days they worked there. But in this instance, the worker is abroad when the responsibility occurs. The individual will have a difficult time paying their Indian tax obligations in Indian Rupees to the parent firm because he will no longer receive an INR paycheck and will have closed their Indian bank account.

Complex restrictions and regulations apply to ESOPs. Companies that offer stock ownership to their employees must have an effective administrative framework that works to give the employees stock ownership. A corporation may run into specific risk difficulties if it lacks people or assistance with ESOP administration. The business must have the right administration, staff, third-party administration, legal fees, and trustees while developing ESOPs. It must be conscious of the expenses involved in offering this resource.

The Various Forms Of Employee Ownership

Plans for stock ownership offer packages that serve as extra perks for employees and reflect the workplace culture that management wants to uphold. Direct-purchase programmes, stock options, restricted stock, phantom stock, and stock appreciation rights are further forms of employee ownership.

1. Employees may buy stocks of their respective firms through a DSSP or direct stock purchase plan using their own after-tax funds. Some nations offer unique tax-qualified arrangements that enable employees to buy business stock at a discount.

2. Employees with restricted stock have the option to obtain stocks as a present or a purchase after fulfilling certain requirements, such as serving for a predetermined amount of time or exceeding predetermined performance goals.

3. Employees who have stock options have the chance to purchase shares for a predetermined amount of time at a specified price.

4. Phantom stock offers financial rewards for strong employee performance. These bonuses are equivalent to the price of a specific quantity of shares.

5. Employees have the option to increase the value of a specified number of shares through stock appreciation rights. Typically, companies pay for these stocks in cash.

Up-Front Expenses and Distributions for ESOPs

Employees are frequently given this ownership by their employers with no upfront expenditures. Until the staff retires or quits, the corporation may place the issued share in a fund for growth and protection.

As time passes, distribution from the plan gets frequently linked to vesting, which grants employees access to employer-provided assets. Typically, employees receive an increasing percentage of shares for each year of service.

When are ESOPs very effective?

With ESOPs, a worker can benefit from purchasing firm shares at a nominal price, sell those (after a certain period of time stipulated by their employer), and earn a profit. There are numerous success stories of employees making fortunes alongside business owners. One particularly significant instance is Google's IPO. Larry Page and Sergey Brin, the company's founders, rose to the status of the world's richest people, and even the stock-holding staff made millions.

Key Highlights to be noted

• ESOP or employee stock ownership plan provides employees with shares of stock that represent ownership in the business.
• Employee stock ownership plans (ESOPs) motivate staff to work hard since they benefit financially when the business succeeds.
• Additionally, they support employees in feeling more valued and well-paid for the work that they perform.
• Most businesses link plan distributions to vesting, which gradually grants employees access to employer-provided assets.
• It's crucial to study your ESOP's agreements because they may vary and contain different regulations.
• Direct-purchase programmes, stock options, restricted stock, phantom stock, and stock appreciation rights are further forms of employee ownership.

The Bottom Line

ESOPs typically encourage increased work and dedication in exchange for larger financial benefits, benefiting both employers and employees. They are not always simple, though, and if the participant doesn't completely get the specifics of their strategy, it can be frustrating.

Every ESOP is different. To make the most out of this benefit — and avoid losing out on a sizable additional bonus — it's crucial to be informed of the rules on actions like vesting and withdrawals, which can differ.

Frequently Asked Questions

1. Is ESOP good for employees?

Yes, ESOPs are typically regarded as a benefit for employees. Companies that don't routinely cut and replace personnel are more likely to implement these programmes, resulting in higher employee payouts and financial incentives. ESOPs have been successfully used to hire, retain, motivate, and compensate employees. It is crucial to ensure that ESOPs appeal to employees, are simple to understand and administer and convey the employer's overarching message.

2. Why would a company do an ESOP?

A business gives its employees ESOPs in return for purchasing a predetermined amount of shares of the business after a predetermined number of years at a predetermined price following the option period. The predetermined vesting period must be completed before a worker can exercise any or all of their stock options, which means the individual must work for the company during that time.

3. How does ESOP payout work?

The shares may be issued, paid for in cash, or paid for with both. If shares are issued, the employee has 60 days to sell the stock directly to the business before it expires. You must give the employees stock certificates if they opt for stock distribution.

Wherever stocks are traded, as in a market or in the primary market following an IPO, employees may sell their shares. If they decide to pay cash, you can do it in one lump payment or over the course of two years.

4. What happens to ESOP when I quit?

If you quit your job or take voluntary retirement, you would have the option of taking your vested retirement savings distributions in one lump sum or in equal year payments.

5. How does an ESOP work?

When a company offers ESOPs, they are held in trust for a specific amount of time. The vesting term is the time frame in question. Employees may then exercise their ESOPs after the vesting time has passed. The employers determine the number of shares that may be offered, their price, and the recipients.  Following this, the chosen employees will have the opportunity to exercise the ESOPs and purchase company shares at allowed prices, which are below market value.

6. What is the major problem with ESOPs?

The following are the major problems or risks associated with an ESOP:

• Employee stock ownership programmes are subject to intricate regulations and demand close monitoring. 
• Although ESOP Third Party Administration companies and external advisers could manage this function through outsourcing, the ESOP company still needs inside staff to spearhead this programme. 
• If a company lacks the personnel to carry out the ESOP task properly, they run the risk of problems and even breaches.
•  Following the creation of the ESOPs, the business requires adequate administration, which includes third-party administration, a trustee, valuation, and legal fees. The management and shareholders of the company must be attentive to continuing expenses.
• The ESOP scheme isn't a good fit for such a corporation if the cash flow allocated to ESOPs restricts the funds available to be reinvested in the firm over the long run. 
• Companies that need a considerable amount of additional capital to operate must stay away from ESOPs. 
• The cash flow of the business is used by ESOP plans to finance the acquisition of shares from shareholders. The ESOP transactions would conflict with a company's need for more capital expenditures or working capital, which would put the management in a difficult situation.