ESOP scheme design, from AoA to grant letters
Structure, design, and implement ESOP schemes—right from AoA updates to pool creation and stock option plan design. Our team executes the entire process for you, across ESOPs, SARs, Phantom Stock, and RSUs.
ESOP scheme design and pool structuring
Pool sizing, vesting schedules, and exercise pricing structured to fit your cap table — right from the AoA amendment that authorises the pool.
Every instrument type
ESOP, SAR, Phantom Stock, RSUs, and more — the instrument is matched to your structure rather than a single default template.
Trust deed and board resolution drafting
Legal documentation prepared and ready for board and shareholder approval.
Grant letter templates and documentation
Employee-facing grant letters and supporting documentation prepared ahead of the first grant.
DPIIT tax deferral eligibility assessed
Where a scheme qualifies, DPIIT tax deferral treatment is factored into the design from the outset.
Post-setup management software
Once live, the scheme is administered on Incentiv’s software rather than spreadsheets and signed PDFs.
Designing an ESOP scheme from scratch
Consider a company preparing its first ESOP scheme after a priced funding round. The process starts with an AoA amendment to authorise the pool, followed by pool sizing against the fully diluted cap table, and a decision on which instrument — ESOP, SAR, Phantom Stock, or RSU — fits the company's structure. Trust deed and board resolutions are drafted for approval, exercise pricing is set at fair market value, and grant letter templates are prepared before the first grant goes out. Handled by an advisory team that has designed 200+ ESOP schemes, this typically moves from scoping call to a ready-to-grant scheme in 2 to 4 weeks — including a DPIIT eligibility assessment where applicable.
- 1AoA amended to authorise the ESOP pool
- 2Pool sized and vesting terms structured against the cap table
- 3Instrument type selected — ESOP, SAR, Phantom Stock, or RSU
- 4Trust deed and board resolutions drafted for approval
- 5Grant letter templates prepared ahead of the first grant
Common questions about ESOP advisory
Which instruments can an ESOP scheme include?
Incentiv Advisory designs schemes across ESOPs, SARs, Phantom Stock, RSUs, and more. The instrument is chosen to match your company’s structure and goals rather than defaulting to a single template.
Does scheme design include the legal documentation, or just the plan structure?
Both. Alongside pool structuring and plan design, the engagement covers trust deed and board resolution drafting and grant letter templates — so the scheme is ready for approval and grants, not just designed on paper.
Is DPIIT tax deferral eligibility considered during scheme design?
Yes. DPIIT tax deferral eligibility is assessed as part of the scheme design process, so the structure accounts for it from the outset where the company qualifies.
Ready to design your ESOP scheme?
Book a consultation and we'll walk through pool sizing, instrument choice, and documentation for your company's next ESOP scheme.