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ESOP vs. Sweat Equity: Which Equity Plan is Right for Your Team?

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  • Harvey John Shubhika Sundriyal
    An investment in knowledge pays the best interest
Updated: 21 March, 2025
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Editor's Note:-When building a thriving company, attracting and retaining top talent is key. In this blog, we dive into two equity-based incentives, ESOPs and sweat equity. This will help you choose the best option for long-term employee engagement and growth.

What do you do to help retain top talent in your company? Incentivize them with the right things! A medical cover? Absolutely. Work-life balance? Of course. Growth opportunities? Essential. But is there something that is even more powerful? Yes. And that’s equity-based incentives.

When it comes to equity-based compensation, there are two key options you might be considering - Employee stock option plan (ESOP) and Sweat equity.

  • What are these?
  • How are they different?
  • Which one will put you in a win-win situation?
  • Let’s break it down!

ESOP and sweat equity are two equity compensation plans via which a company issues its shares to its employees. We’ll go through them one by one. Let’s get started.

What is an ESOP?

An ESOP is an excellent equity compensation plan that allows employees to purchase company shares at a price lower than the current market value. The plan acts as an incentive above and beyond the typical monetary compensation and helps retain your best employees/directors in the long run.

Employees get the right to own their allocated shares after a vesting period. The allocation of these shares depends on various factors such as performance and tenure.

Why are ESOPs attractive? Because employees feel personally invested in the company. And why is that? Because there is potential for long-term wealth creation if the company’s stock value increases over time.

Why are ESOPs attractive?

  • Employees feel personally invested in the company owing to ESOP ownership
  • There’s potential for long-term wealth creation if the company’s stock value increases over time
5 Common Mistakes Companies Make When Managing ESOPs and How to Avoid Them

What is Sweat Equity?

Sweat equity is when the company issues actual shares to an employee/director, crediting the employee for their time, hard work, effort, and performance.

These shares are allocated immediately and do not come with a vesting period. These are given to employees so as to acknowledge their contribution to the company. Thus, it doesn’t come under their compensation package and must be deemed a reward.

Sweat equity shares are directly allotted and have no vesting period or conditions attached.

Next, let’s compare these two concepts across key aspects to get a better picture of what they imply.

How to Choose Between ESOP and Sweat Equity?

Here’s a table outlining the key differences of ESOP vs. sweat equity. Take a look. It’ll help you get a fair idea about both and help you understand what will work best for your organization.

Aspect
ESOP
Sweat Equity
Use Case
Structured approach to long-term retention
Great for incentivizing key contributors in the short term
Ownership
Option to purchase company shares in future after vesting
Immediate ownership
Risk Appetite
Stable
Risky
Allotment
Shares are allotted only after exercising the options post a vesting period
Directly allotted at a discount
When to Issue
No restriction on when shares can be issued
Can be issued after one year of commencement of business
Restriction on Issue
No restriction on issue of ESOPs
Sweat equity shares cannot be issued for more than 15% of the existing paid-up equity share capital or Rs. 5 crore, whichever is higher.

As you review the table, you’ll notice that neither option is inherently better or worse. The key is finding the right fit for your business, one that aligns with your goals and helps you scale effortlessly.

Frequently Asked Questions

Sweat equity is calculated based on the fair market value of the skills or time an individual gives to the company. The value is equivalent to the investment that the company otherwise would have made to hire a person with the similar expertise.

Sweat equity gives employees immediate ownership of the company shares. This acts as a strong sign of the company’s trust in their skills and efforts.

In ESOPs, there's a defined vesting schedule that requires employees to stay with the company for a fixed period of time. Whereas, in sweat equity vesting schedule, shares are allotted without any vesting schedule which gives immediate ownership of company shares.

The type of equity you choose to go for depends on your goals. If you're looking for long-term employee retention, ESOPs are the way to go. But if you're looking to reward an employee immediately, sweat equity is your best bet.

Sweat equity shares have some regulatory limits. They cannot exceed 15% of the paid-up share capital or Rs. 5 crore (whichever is higher). On the other hand, ESOPs don't have such restrictions.

When it comes to company control and equity, ESOP holders have limited or restricted access to it. But since sweat equity share holders get immediate access to their shares, they enjoy instant equity and decision-making power in the company.

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