Navigating your ESOP grant or stock options can feel overwhelming — especially when you’re hit with financial or legal terms you’ve never seen before. This guide breaks down the most common ESOP-related jargon in simple language, so you can understand what you’re being offered and what it means for you.
| Term | What It Means (in simple terms) |
| ESOP (Employee Stock Ownership Plan) | A program that gives employees ownership in the company, usually through shares or stock options. |
| RSU (Restricted Stock Unit) | Shares granted to you that become yours only after certain conditions (like time or performance) are met. You don’t have to buy them. |
| Stock Options | A right to buy company shares at a fixed price (the strike price) in the future — usually if the company’s value increases. |
| ISO (Incentive Stock Option) | A type of stock option with special tax benefits, available only to U.S. employees. |
| NSO (Non-Qualified Stock Option) | A more common type of option used for both U.S. and non-U.S. employees; taxed as regular income when exercised |
| Strike Price (Exercise Price) | The price you pay per share when you exercise your stock options. |
| Vesting | The process of “earning” your equity over time or after meeting goals. You don’t get it all at once. |
| Cliff Vesting | A delay where no equity is earned until a certain period (e.g., 1 year), then a big chunk vests. |
| Graded Vesting | Equity is earned gradually over time, like monthly or yearly. |
| 409A Valuation | A formal, independent valuation used by U.S. companies to determine the fair market value (FMV) of their shares. |
| Fair Market Value (FMV) | The current estimated price of a share, used to set your strike price. |
| Underwater Options | When your strike price is higher than the company’s current share value — so exercising them would cost you more than they’re worth. |
| Exercise | The act of buying your shares by paying the strike price. |
| Liquidity Event | A situation where you can finally sell your shares (e.g., IPO, acquisition, or buyback). |
| IPO (Initial Public Offering) | When the company lists its shares on a stock exchange and becomes public — allowing employees to sell. |
| Tender Offer | A liquidity event where the company or investors offer to buy your shares at a set price. |
| Buyback | When the company repurchases your vested shares — often to give you a chance to cash out. |
| Post-Termination Exercise Window (PTEW) | The limited time you have to exercise your options after leaving the company — often 30–90 days. |
| Acceleration | A clause that speeds up vesting, usually in case of acquisition or job loss. Can be “single-trigger” or “double-trigger. |
| Single-Trigger Acceleration | Shares vest immediately upon company sale or acquisition. |
| Double-Trigger Acceleration | Shares vest only if the company is sold and you are laid off or your role changes significantly. |
| Dilution | When more shares are issued (e.g., during a funding round), making each share worth a smaller portion of the company. |
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