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Agreement

ESOP Grant Agreement

An agreement granting an employee stock options under the company's ESOP scheme, with a defined vesting and exercise mechanism.

ESOP GRANT AGREEMENT

This Agreement is made on [Date] between [Company Name], having its registered office at [Address] ("Company"), and [Employee Name], residing at [Address] ("Grantee").

  1. Grant. Pursuant to the Company's [Scheme Name] approved by the shareholders, the Company grants the Grantee [Number] stock options with effect from the grant date of [Effective Date].
  2. Exercise Price. The exercise price per option shall be Rs. [Amount], determined in accordance with the Scheme.
  3. Vesting Schedule. The options shall vest over [Number] years, subject to a minimum cliff of one year, as per the schedule: [Vesting Schedule].
  4. Continued Service. Vesting is conditional on the Grantee's continued employment on each vesting date.
  5. Exercise. Vested options may be exercised within [Number] days of vesting by paying the exercise price; on exercise, equity shares shall be allotted.
  6. Lapse. Unvested options shall lapse on cessation of employment; treatment of vested options shall be governed by the Scheme.
  7. Non-Transferable. The options are personal to the Grantee and cannot be transferred, pledged or assigned.
  8. Taxation. The Grantee shall bear all taxes, including perquisite tax and TDS, arising on exercise and sale.
  9. Scheme Governs. In case of conflict, the terms of the Scheme and applicable SEBI/Companies Act rules shall prevail.
  10. Governing Law & Jurisdiction. This Agreement is governed by Indian law and subject to the jurisdiction of the courts at [City].
  11. Dispute Resolution. Disputes shall be referred to arbitration seated at [City].

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

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For [Company Name]
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[Employee Name]
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Witness 1
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Witness 2

Before you use it — fill in / check

  • Party 1
  • Party 2
  • Effective date
  • Key term

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.