What is an Employee Share Option Scheme (ESOS) ?

It refers to a type of equity compensation granted by companies to their employees. Instead of granting shares directly, the company gives derivative options on the stock instead. These options come in the form of regular call options and give the employee the right to buy the company’s shares at a specified price for a finite period of time.

The Purpose of Granting ESOS

ESOS is often used as a tool to motivate employees. By granting rights to own shares (or purchasing shares at a low price), employees feel a sense of belonging and ownership in the company and will potentially be able to tag along with the increased valuation of the company, if and when the shares are disposed (for example, upon listing or acquisition of the company).  

ESOS is mostly granted to key employees which form part of their remuneration. With that, ESOS could also reduce the burden of cash flow on the company to pay out cash bonuses or high salaries.

Salient Terms in an ESOS

There are two key parties in the ESOS, the grantee (employee) and grantor (employer). The grantee is given equity compensation in the form of ESOS, usually with certain restrictions, one of the most important of which is the vesting period.

The vesting period is the length of time that an employee must wait in order to be able to exercise their ESOS. Why so? Because it gives the employee an incentive to perform well and stay with the company. Vesting follows a pre-determined schedule that is set up by the company at the time of the option grant.

Kindly refer to our case study below for other important terms of ESOS.

Case Study

JC Company offered its Chief Operating Officer, Raymond a share option to acquire 100,000 shares in the company on 1.3.2022 at the offer/exercise price of RM0.50 per share within 5 years from 1.1.2023 until 1.1.2028 (exercisable period) if the options have vested.

However, the terms of the ESOS state that Raymond’s options will only vest if on or before 1.1.2023, (i) the company achieves an annual turnover of RM100 million and (ii) Raymond is still employed by the company (these are examples of conditions/milestones attached to the option which determine whether the options vests or not).

By financial year end 31.12.2022, the company achieved a turnover of RM128 million (hence, the options have vested) and Raymond remained as an employee. Raymond then exercises all his share options on 31.3.2023 by paying RM50,000 (at RM0.50 per share) to the company in exchange for 100,000 shares in the company.

Authored by Chin Kah Wei, Gavie
Managing Partner from JR Ng & Chin | JC Law. You may contact him at chin@jc-law.my

The contents of this publication are given as general information for reference purposes only and do not constitute the firm’s legal advice. For any specific matter or legal issue, please do not rely on this publication but make sure to consult a legal adviser. We would be delighted to answer your questions, if any.

1 Comment

  1. Vincent


    Great article. Easy to read and concise. The case study is a nice touch to give me a better picture of how this works in a real life situation.

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