Differences Between ESOPs, RSUs, and ESPPs

Employee stock benefit schemes—such as Restricted Stock Units (RSUs), Employee Stock Option Plans (ESOPs), and Employee Stock Purchase Plans (ESPPs)—are increasingly common in corporate compensation packages, particularly for mid to senior-level employees. These plans are not only tools for compensation but also strategic instruments to attract, retain, and motivate top talent by aligning their interests with the company’s success. By offering employees a stake in the company, these stock options create a sense of ownership and long-term investment in the organization’s future. However, understanding how these stock options work, their benefits, risks, and tax implications is crucial for employees to maximize their potential.

Understanding Employee Stock Options: RSUs, ESOPs, and ESPPs

Employee stock options are a form of equity compensation that allows employees to buy or receive company stock, often at a discount or as part of their compensation package. The three primary types of employee stock options are Restricted Stock Units (RSUs), Employee Stock Option Plans (ESOPs), and Employee Stock Purchase Plans (ESPPs). Each of these has its unique characteristics, benefits, and implications.

Restricted Stock Units (RSUs)

Restricted Stock Units (RSUs) are company shares offered to employees as part of their compensation, with a condition: the shares vest only after the employee has completed a specific period of service, known as the vesting period or has satisfied a condition. If the employee leaves the company before the end of the vesting period, they forfeit the shares. If you want to learn more about RSUs, we have a separate article on RSUs that you might find helpful

Example: Suppose a company offers an employee 1,000 RSUs with a three-year vesting period. The shares are granted to the employee in three equal installments over three years. After the first year, 333 shares vest, followed by another 333 shares after the second year, and the final 334 shares after the third year. Once vested, the shares are transferred to the employee’s account, and they have full ownership and control over them.

RSUs provide employees with a strong incentive to stay with the company, especially if the company’s stock is performing well. However, the employee cannot sell or transfer these shares until they have vested. The primary advantage of RSUs is that they do not require the employee to purchase the shares—they are granted as part of the compensation package. However, RSUs are subject to income tax when they vest, based on the fair market value (FMV) of the shares on the vesting date.

Employee Stock Option Plans (ESOPs)

Employee Stock Option Plans (ESOPs) differ from RSUs in that they give employees the right, but not the obligation, to purchase company shares at a predetermined price, known as the exercise price. The employee can exercise this option after completing a certain period or meeting specific performance criteria. If you’re interested in learning more about ESOPs or already hold some, this article on ESOPs provides a comprehensive overview of the topic.

Here’s an example on how ESOPs work: Consider an employee who is granted an option to purchase 1,000 shares at an exercise price of $50 per share, with a three-year vesting period. After three years, the employee has the option to buy the shares at $50 each, regardless of the current market price. If the market price is $70 per share at that time, the employee can exercise the option and purchase the shares at the lower exercise price, resulting in an immediate gain of $20 per share. If the market price is below the exercise price, the employee can choose not to exercise the option.

ESOPs are advantageous because they provide the potential for significant financial gains if the company’s stock price increases. However, if the stock price falls below the exercise price, the options may become worthless. Additionally, employees need to have sufficient liquidity to exercise the options, which can be a financial burden if a large number of options are involved.

Employee Stock Purchase Plans (ESPPs)

An ESPP is a company-sponsored program that offers employees the opportunity to purchase company stock at a discounted price. It’s an optional benefit, and employees can choose whether or not to participate.

ESPPs are commonly seen in public companies. Participating employees contribute a portion of their salary, typically between 1% and 15%, to the program each month for a specified period. The accumulated funds are used to purchase shares at a discounted price at certain intervals.

The discount percentage depends on the ESPP policy and is usually stated in the company’s plan. The purchase price is determined based on the share price on the purchase date, with the discount applied.

When an employee selects the percentage of salary to be deducted for the ESPP program, the offering period begins. This period can last anywhere from 6 to 27 months.

The accumulated funds are used to purchase the company’s shares at a discounted price on the purchasing date. If the ESPP policy includes a lookback provision, the discount is calculated based on the lower of the share prices on the offering and purchasing dates.

Some companies offer flexibility, allowing employees to opt out of the program during the offering period.

Example: How ESPP Works

Let’s consider a listed company offering an ESPP program with a 12% discount and a 9-month offering and purchase period. The company also has a lookback provision.

Raj, an employee with a salary of Rs 85,000, enrolls in the ESPP program for 9 months. He chooses to contribute 12% of his salary, which amounts to Rs 10,200 per month. Over 9 months, he accumulates Rs 91,800.

If the share price increases from Rs 110 on the offering date to Rs 135 at the end of 9 months, Abhishek will purchase shares at the end of the 9th month.

• Purchase Price Calculation:
  • Lower of the share price on offering vs. purchase date = Rs 110
  • Discount per share = 12% of Rs 110 = Rs 13.20
  • Purchase price per share = Rs 110 – Rs 13.20 = Rs 96.80
• Number of Shares Purchased:
  • Total shares purchased = Rs 91,800 / Rs 96.80 = 948 shares

ESPPs are attractive because they offer employees a straightforward way to buy company stock at a discount, with relatively low risk. The lookback feature, which allows the purchase price to be based on the lower stock price at the beginning or end of the offering period, further increases the potential for gains. However, like any stock investment, ESPPs carry the risk of stock price volatility.

How ESPPs Work

1. Enrollment: Employees enroll in the ESPP and choose to contribute a portion of their pre-tax salary to the program.
2. Deductions: The employer deducts the specified amount from the employee’s paycheck on a regular basis.
3. Purchase Date: At the end of the offering period, usually six months or a year, the accumulated funds are used to purchase company stock at the discounted price.

Types of ESPPs

• Non-Qualified ESPPs: These plans do not offer any tax advantages. The shares purchased are taxed as ordinary income when sold.
• Qualified ESPPs: These plans offer tax benefits to employees. The shares purchased are taxed at the capital gains rate, which is generally lower than the ordinary income tax rate.

Key Factors to Consider

• Discount Rate: The higher the discount, the more attractive the ESPP.
• Vesting Schedule: This determines how long an employee must hold the shares before they can be sold.
• Offering Period: The length of time during which employees can contribute to the ESPP.
• Purchase Price: The price at which the stock will be purchased.
• Maximum Contribution: The maximum amount an employee can contribute to the ESPP during an offering period.
• Minimum Contribution: The minimum amount an employee must contribute to the ESPP.
• Frequency of Contributions: The frequency at which employees can contribute to the ESPP (e.g., monthly, bi-weekly).

Tips for Participating in an ESPP

• Understand the Plan: Carefully review the ESPP’s terms and conditions, including the discount rate, vesting schedule, offering period, and any restrictions.
• Evaluate Company Performance: Assess the company’s financial health, industry trends, and future prospects.
• Consider Your Risk Tolerance: Determine if you are comfortable with the potential risks associated with investing in company stock.
• Diversify Your Investments: Don’t rely solely on the ESPP for your retirement savings.
• Consult a Financial Advisor: Seek professional advice to make informed decisions about your investments.
• Consider Your Financial Goals: Evaluate how an ESPP aligns with your long-term financial objectives.
• Be Patient: ESPPs are often long-term investments, and it may take time to see significant returns.

Difference Between RSU vs ESOP vs ESPP

Below is a table outlining the difference between RSU and ESOP and ESPP:

Basis	Employee Stock Operation Plan (ESOP)	Restricted Stock Units (RSU)	Employee Stock Purchase Plan (ESPP)
Company Type	Start-ups and high-growth companies.	Mature, well-established companies.	Companies with publicly traded stocks.
Vesting Schedule	Options can be exercised after vesting.	Shares or cash equivalents are provided after vesting.	No vesting; shares are purchased periodically.
Financial Benefit	Profit if the stock price exceeds the option price.	The benefit depends on the stock price at vesting.	The benefit comes from the discount on purchases and stock price growth.
Choice to Receive	Employees can choose whether to buy shares.	Shares are granted at the end of the vesting period.	Employees voluntarily purchase shares through salary deductions.
Market Price	Determines if exercising the option is profitable.	Relevant for taxation but not for receiving shares.	Used to calculate the discount provided on purchase.
Payment by Employees	Employees pay to acquire shares.	Granted for free by the company.	Shares are purchased at a discounted rate.
Risk	High, as employees may lose money if the stock price drops below the option price.	Lower, as shares are granted regardless of stock price.	Moderate, depending on stock performance post-purchase.
Tax Treatment	Taxed on exercising options and on capital gains.	Taxed on receiving shares and on capital gains.	Discount taxed as income; capital gains apply upon selling.

ESPP vs ESOP vs RSU Taxation

1. RSU Taxation:

At Vesting: RSUs are taxed as prerequisites under “income from salary.” The fair market value (FMV) of the shares on the vesting date is considered for taxation. 

At Sale: Any further gains (difference between the fair market value or FMV on the vesting date and sale price) are taxed as capital gains:

Foreign Listed Shares:

• Short-term capital gains (STCG): Taxed as per income slab
• Long-term capital gains (LTCG): 12.5% without indexation
• Indian Listed Shares:
• Short-term capital gains (STCG): Held <12 months: 20%
• Long-term capital gains (LTCG): Held >12 months: 12.5% on gains exceeding Rs. 1.25 lakh.

2. ESOP Taxation

At Exercise: The difference between the exercise price and the FMV on the exercise date is taxed as prerequisite income under “income from salary.”

At Sale: Gains from selling shares are taxed as capital gains:

Foreign Listed Shares:

• STCG (held <24 months): Taxed as per income tax slab.
• LTCG (held >24 months): 12.5% without indexation.

Indian Listed Shares:

• STCG (held <12 months): 20%
• LTCG (held >12 months): 12.5% on gains above Rs. 1.25 lakh. 

Unlisted Shares (Foreign and Indian):

• STCG (held <24 months): Taxed as per income tax slab. 
• LTCG (held >24 months): 12.5% with indexation. 

3. ESPP Taxation:

At Purchase: The discount offered by the company (difference between FMV and purchase price) is taxed as “income from salary.”

At Sale: Gains from selling the shares are subject to capital gains tax based on the holding period. 

Foreign Listed Shares:

• STCG (held <24 months): Taxed as per income tax slab.
• LTCG (held >24 months): 12.5% without indexation. 

Indian Listed Shares:

• STCG (held <12 months): 20%
• LTCG (held >12 months): 12.5% of gains above Rs. 1.25 lakh.

Unlisted Shares (Foreign and Indian):

• STCG (held <24 months): Taxed as per income tax slab
• LTCG (held >24 months): 12.5% without indexation.

Making the Most of Employee Stock Options

To maximize the benefits of employee stock options, employees should consider their overall financial goals, risk tolerance, and the specific terms of the stock options offered by their employer.

1. Diversification: While employee stock options can be a valuable part of a compensation package, it’s essential to diversify investments to avoid over-reliance on the employer’s stock. Employees should consider balancing their portfolio with other assets, such as mutual funds, bonds, or real estate.If you feel your ESOPs form a huge part of your portfolio, Vested allows you to diversify your ESOPs.
2. Timing of Exercise/Sale: Timing the exercise of ESOPs and the sale of shares acquired through RSUs and ESPPs is crucial. Employees should consider the tax implications and the stock’s market performance when making these decisions.
3. Financial Planning: Employees should integrate stock options into their broader financial plan, considering factors such as liquidity needs, retirement goals, and risk tolerance. Consulting a financial advisor can help in making informed decisions.

ESOPs vs RSU vs ESPP: Which is Better?

According to the difference between ESOP and RSU and ESPP, the best option depends on factors like financial goals, risk tolerance, and how you plan to manage the awarded equity. 

1. Restricted Stock Units (RSUs):

• Advantages: RSUs are awarded without requiring any upfront investment. Once vested, RSUs provide direct ownership of shares, making them low-risk options for employees who can choose to hold or sell them on the stock performance and personal financial needs. 

• Disadvantages: Employees have limited control over when they acquire the shares, as they are subjected to vesting schedules. Taxes are due upon vesting, whether or not you employ the shares, which can lead to significant tax liability if the stock value declines later. 

2. Employee Stock Option Plan (ESOP):

• Advantages: Employees can purchase shares at a predetermined price (often lower than the market price), leading to significant gains if the stock price appreciates. ESOPs provide greater flexibility since employees decide when to exercise the options based on market conditions and financial readiness. 

• Disadvantages: Exercising options require upfront payment, which can be financially challenging. If the stock price falls below the exercise price, the options may become worthless. Taxation on the exercise date can result in financial strain if the stock value decreases before selling. 

3. Employee Stock Purchase Plan (ESPP):

• Advantages: Employees can buy ESPP shares at a discounted price (typically 5-15%), offering an immediate financial benefit. It is a voluntary program with minimal risk, as deductions happen directly from payroll, Employees can sell shares post-purchase for quick gains or hold them for long-term appreciation. 

• Disadvantages: The discount received is taxed as income, potentially reducing overall returns. Gains are still subject to market fluctuations, and holding the stock term involves risks. 

Therefore,

• RSUs are ideal for employees in mature companies looking for a lower-risk way to own equity, especially in well-established companies. 
• ESOPs suit employees in start-ups or high-growth companies willing to take risks for potentially higher returns. 
• ESPPs are a good choice for employees who want a moderate-risk option with immediate financial benefits through discounts.

Risks of RSUs, ESOPs, and ESPPs

Market Volatility: 

• If the RSU stock price drops after vesting, employees might face a reduced value from their shares. 
• For ESOPs, options may become worthless if the stock price falls below the exercise price. 
• For ESPPs, stock price fluctuations can impact future gains after purchasing at a discount. 

Liquidity Issues: 

• Restrictions may prevent immediate sales for RSUs due to lock-in periods. 
• Employees must pay to exercise options for ESOPs and can’t exercise underwater options. 
• Employees may need to wait for long-term gains for ESPPs to qualify for favorable tax treatment.  

Taxation: 

• RSUs are taxed as income at vesting, with potential capital gains tax upon sale.
• ESOPs are taxed as income when exercised, with additional capital gains tax when sold. 
• For ESPPs, the discount is taxable as income, with capital gains tax based on the holding period.

Employment Tenure: 

• Unvested RSUs are forfeited if left before vesting. 
• For ESOPs, employees may lose options if they leave before exercising. 
• For ESPPs, contributions stop when leaving, but purchased shares are kept. 

Upfront Costs: 

• For ESOPs, employees need funds to exercise options, which may not be feasible if the stock price falls. 
• For RHUs and ESPPs, no upfront cost is required. 

Loan Eligibility: 

• RSUs may not count as income for loan eligibility. 
• For ESOPs and ESPPs, equity may be considered income but may affect loan approval. 

Company-Specific Risks: The success of these plans is tied to the company’s performance. If the company goes out of business, RSU, ESOPs, or ESPPs, could become worthless.

Conclusion

Employee stock options like RSUs, ESOPs, and ESPPs offer unique opportunities for employees to share in the success of their companies. By providing a stake in the company, these stock options not only serve as a powerful tool for attracting and retaining top talent but also align the interests of employees with those of shareholders. However, to fully benefit from these opportunities, employees must understand the mechanics, benefits, risks, and tax implications associated with their stock options. By taking a strategic approach to managing and exercising these options, employees can maximize their financial rewards while minimizing risks.