Financing & Investment

ESOP Grant Letter

For granting stock options to employees β€” with the mandatory statutory vesting on death or incapacity correctly built in, not left to company discretion.

  • Vesting schedule with a minimum 12-month cliff
  • Mandatory full vesting on death or permanent incapacity
  • Clear statement that no shareholder rights arise before exercise
  • Promoter/director exclusion, with DPIIT Startup carve-out where applicable
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βœ“ Main agreement (PDF)
βœ“ Vesting schedule template
βœ“ Verification Passport (below)
Who this is for

Startups granting equity compensation

Companies offering ESOPs to employees as part of their compensation package.

HR and founding teams

Formalising individual option grants under an already-authorised ESOP pool.

Verification passport

What we actually checked, and when.

Live verification record ESOP GRANT LETTER
Researched and verified by Rakesh Jaiswar, LLB student, Mumbai
Minimum 1-year cliff requirement
Companies (Share Capital and Debentures) Rules, 2014, Rule 12(6)(a) Β· checked 30 Aug 2026
βœ“ VERIFIED
Mandatory full vesting on death/incapacity
Companies (Share Capital and Debentures) Rules, 2014, Rule 12(8)(d)-(e)
βœ“ VERIFIED
No shareholder rights before exercise
Companies (Share Capital and Debentures) Rules, 2014, Rule 12(6)(c)
βœ“ VERIFIED
Death or permanent incapacity vesting is a mandatory statutory outcome, not a company's discretionary choice β€” treating it as optional is a genuine legal defect, not just an ungenerous drafting decision, and this template states that directly.
Before you sign this document:
1. Update the jurisdiction. This template is drafted with placeholder city/state fields β€” replace them with your own business's actual location, not any example city shown in the document.
2. Print on valid stamp paper. This PDF is a drafting template, not an executable legal document on its own. Under the Indian Stamp Act, most agreements need to be printed on physical stamp paper (or e-stamped) of the correct value for your state before signing β€” an unstamped agreement may be inadmissible as evidence until the deficiency is paid. Confirm the correct stamp duty and process for your state before execution.
Annual updates

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