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  • Harika Koppavarapu

The Impact of Negotiation on Startup Employee Stock Option Plans

Updated: Nov 19, 2023

Negotiation is pivotal in crafting ESOPs that motivate employees, align interests, and propel startup growth.

Employee stock option plans (ESOPs) are a powerful tool for startups to attract and retain talent. Negotiation plays a pivotal role in designing equitable ESOPs that align incentives, retain employees, and drive company growth. This article delves into the profound influence of negotiation on startup ESOPs, illustrated through an Indian case study.

Understanding the Significance of ESOPs in Startups

ESOPs offer employees a stake in the company's success, fostering motivation, loyalty, and a shared sense of ownership.

Navigating ESOP Negotiations

Effective negotiation of ESOPs entails structuring plans that strike a balance between employee expectations, company goals, and investor interests.

Key Aspects of Negotiation in ESOPs

  1. Equity Allocation: Negotiations determine the portion of equity allocated to employees based on roles, seniority, and contributions.

  2. Vesting Period: Negotiating vesting schedules that encourage long-term commitment while rewarding loyalty.

  3. Exercise Price: Negotiations establish exercise prices that balance affordability for employees with potential gains upon exit.

  4. Liquidity Provisions: Negotiating provisions for early exercise, secondary sales, and exit scenarios.

  5. Communication Strategy: Negotiating how ESOP benefits are communicated, fostering transparency and clarity.

Case Study: Indian Startup TechGenius

Founders: Ravi Mehta & Sneha Reddy

Background: TechGenius, an Indian startup, revolutionized AI-driven solutions.

Scenario: Ravi and Sneha aimed to retain top AI talent through a comprehensive ESOP plan.

Negotiation Process:

  1. Equity Allocation: Ravi and Sneha negotiated equitable equity distribution, focusing on core contributors.

  2. Vesting Structure: Negotiations established a vesting period that encouraged team loyalty over four years.

  3. Exercise Price: Negotiations determined an exercise price that balanced affordability and potential rewards.

  4. Liquidity Provisions: Negotiations allowed employees to exercise options early and during exit events.

  5. Communication Strategy: Negotiated regular updates, workshops,and individual consultations on ESOP benefits.

Outcome: Skillful negotiation led to an attractive ESOP plan, enabling TechGenius to retain and motivate top AI talent.


Negotiation is pivotal in crafting ESOPs that motivate employees, align interests, and propel startup growth. The Indian case study of Ravi and Sneha from TechGenius exemplifies how negotiation shapes impactful ESOPs. Recognizing negotiation's role in ESOPs empowers startups to foster a culture of ownership and drive their success.

Co-Authored with Prof. Jharna Jagtiani


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