Equity · Employee Stock Option Plans

    An ESOP that attracts talent — and survives a fundraise.

    An option pool is easy to announce and hard to paper correctly. What protects the company is a master Plan document drafted to your structure, grant agreements that vest and clawback the way you intend, exercise mechanics that work, and board and shareholder approvals on record before the first grant goes out. We design the whole plan to US 409A or Indian Companies Act requirements and model the cap-table dilution before adoption. The commercial terms — pool size, vesting, who gets what — are yours; we paper them and pressure-test them, and coordinate a tax and valuation specialist where the question turns on 409A or perquisite tax.

    From $2,500 — a flat attorney fee quoted to your scope, with any third-party 409A valuation passed through at cost.

    A GTC attorney reviewing an ESOP plan document and cap table in a bright modern office

    ESOP built

    Pool & vesting

    Tax-smart

    409A-aware

    Team aligned

    Retention locked

    Legal team
    GTC's contracts team
    Commercial counsel
    19,272+ contracts10,747+ clients11 attorneys
    19,272+ contracts10,747+ clients11 attorneys10+ years
    IIPLA Top IP Consultancy 2026Upwork · Top Rated Plus

    Trusted by founders and brands worldwide

    AtlysPerforaSoxcoBossCareInnovistBacardiFootcare LabBare AnatomyFreedom

    How it works

    Three steps to a working option plan.

    1

    Strategy and cap-table call

    We review the cap table and settle the commercial decisions: target pool size — 10 to 15% of fully-diluted equity is typical at seed to Series A — vesting structure, exercise window, and when to bring a 409A valuation into the loop. We model the dilution before anything is adopted so you are not over-pooled at the next round.

    2

    Plan and grant drafting

    We draft the master Plan document to US 409A or Indian Companies Act 2013 §62 requirements, plus a grant-agreement template with vesting, exercise, and clawback terms. You and your board review the documents before adoption — the Plan governs every future grant, so it gets the scrutiny up front.

    3

    Adoption and first grants

    We prepare the board and shareholder resolutions that adopt the plan, then customise and deliver your first grant agreements. Subsequent grants run off the same Plan and are quoted per grantee. The approvals sit on record where a future investor will look for them.

    What it costs

    A flat fee, quoted up front.

    Equity & Stock Option Plans starts from $2,500. ESOP design is a flat attorney fee quoted to your scope and confirmed in writing before any work begins — no per-hour billing and no quote after the fact. A single-jurisdiction US plan covers the master Plan document, grant-agreement template, vesting and exercise mechanics, 409A-aligned drafting, cap-table modelling, the adoption resolutions, and your first grants. India and multi-jurisdiction plans are more involved and quoted upfront. Subsequent grants and any third-party 409A valuation are shown separately so nothing is a surprise.

    What's included

    • Master Plan document — the governing plan for all future grants
    • Grant-agreement template with vesting, exercise, and clawback terms
    • Vesting schedules: four-year with a one-year cliff (standard) or custom
    • Exercise mechanics defined: cashless, net-share, or cash
    • US 409A safe-harbour drafting (strike price set to FMV) or Indian Companies Act 2013 §62 / SBEB Rules compliance
    • Cap-table impact analysis — pool size, dilution, and post-money fully-diluted ownership
    • Board and shareholder resolutions for plan adoption
    • Your first grant agreements customised, with subsequent grants quoted per grantee
    US ESOP — plan + first grants (attorney fee)
    Flat fee, quoted in writing before work begins
    India ESOP — plan + first grants (attorney fee)
    Flat fee, quoted upfront by scope
    Multi-jurisdiction ESOP (e.g. US + India + UK)
    Flat fee, quoted upfront by scope
    Subsequent grants (per grantee)
    Quoted per grantee
    409A valuation (US, third-party)
    Passed through at cost

    The attorney fee is a flat quote confirmed in writing before any work begins. Third-party items such as a 409A valuation are passed through at cost and shown before you pay. We do not provide investment, securities, or tax advice and coordinate a specialist where one is needed; enforceability and tax treatment are decided by courts and authorities, not by GTC, and the commercial terms of the plan are yours.

    Get started

    Design your ESOP

    Tell us about your company and a GTC attorney will scope your option plan and email a flat-fee quote — no payment, no obligation.

    No payment required Reply within 1 business dayA GTC attorney reviews it & sends a flat-fee quote.
    1. 01Brand details
    2. 02Documents
    3. 03Your details
    The attorney fee is a flat quote confirmed in writing before any work begins; any third-party 409A valuation is passed through at cost.

    Brand details

    1

    Legal name of the company adopting the plan.

    2

    Your funding stage usually drives the plan structure — for example seed-stage plans often use a 4-year vest with a 1-year cliff (no shares vest until the employee has stayed a full year).

    3

    ISO = US tax-favoured employee options. NSO = non-qualified (broader, including contractors). RSU = restricted stock units. SAR = stock appreciation rights. Mixed = combination plan.

    4

    How big is the option pool? Give a percentage or a share count — e.g. 10% or 2,000,000 shares (round numbers are fine). Fully-diluted means measured against all shares as if every option and convertible were exercised.

    5

    E.g. '4-year vest, 1-year cliff, monthly thereafter' or 'performance-based, milestone vest'. If unsure, leave blank and we will recommend.

    Why GTC

    Why an ESOP from counsel holds up in diligence.

    Legal team
    GTC's contracts team
    Commercial counsel
    Attorney-drafted

    A master Plan built for you

    The Plan document governs every grant you will ever make, so a generic template is a liability the day an investor reads it. We draft yours to your real pool size, vesting, exercise mechanics, and clawback terms — the document that has to survive diligence, not just paper a number.

    Drafted to the right rulebook

    US options are drafted for 409A safe-harbour treatment, with the strike price set to fair market value. Indian plans are drafted to Companies Act 2013 §62 and SEBI's SBEB Rules, including the shareholder special resolution and grantee restrictions. We draft to the jurisdiction your company sits in.

    Approvals on the record

    An option plan is only valid once the board and shareholders adopt it. We prepare the resolutions and sequence the approvals so the plan is properly authorised before the first grant goes out, rather than reconstructed under pressure during a financing.

    Dilution modelled before adoption

    We model the cap-table impact — pool size, dilution, and post-money fully-diluted ownership — before the plan is adopted. That keeps the pool sized to your hiring plan and to what the next round expects, instead of a number you regret at the term sheet.

    Your Customer Success Team

    A dedicated team that owns your matter from start to finish.

    Every GTC client gets a dedicated Account Manager and a Senior Account Manager who learn your business and stay with you from first email to final filing. They are named people who pick up the phone and already know your matter, so every step moves forward without delay.

    Your Account Manager

    Your day-to-day point of contact, who coordinates every matter, keeps things moving, and already knows your file. They have your full history, so you start every conversation where the last one left off.

    Your Senior Account Manager

    Senior oversight on strategy and escalations, stepping in as your needs grow, so every important detail stays on track.

    A named person, on email or a call, at every step.

    Your dedicated GTC Customer Success Team

    How we compare

    Weighing how to set up your option pool? Here's what sets GTC apart.

    What you get GTC Online filing services Doing it yourself
    Master Plan document drafted by an attorney to your structure and pool size Generic template Generic template
    Grant agreements with vesting, exercise, and clawback terms tailored to your terms Generic template Generic template
    Drafted to US 409A safe-harbour or Indian Companies Act §62 / SBEB Rules
    Cap-table dilution modelled before the plan is adopted
    Board and shareholder adoption resolutions prepared
    Tax and 409A valuation specialist coordinated where the question turns on it Hourly / unclear Hourly / unclear

    Master Plan document drafted by an attorney to your structure and pool size

    GTC
    Online filing services
    Generic template
    Doing it yourself
    Generic template

    Grant agreements with vesting, exercise, and clawback terms tailored to your terms

    GTC
    Online filing services
    Generic template
    Doing it yourself
    Generic template

    Drafted to US 409A safe-harbour or Indian Companies Act §62 / SBEB Rules

    GTC
    Online filing services
    Doing it yourself

    Cap-table dilution modelled before the plan is adopted

    GTC
    Online filing services
    Doing it yourself

    Board and shareholder adoption resolutions prepared

    GTC
    Online filing services
    Doing it yourself

    Tax and 409A valuation specialist coordinated where the question turns on it

    GTC
    Online filing services
    Hourly / unclear
    Doing it yourself
    Hourly / unclear

    The timeline

    From cap-table call to first grants.

    An ESOP takes a few weeks to stand up properly. Most of that time is getting the pool size, jurisdiction compliance, and approvals right before adoption — the drafting itself is the fast part.

    1. Day 0

      Strategy and cap-table call

      We review the cap table and settle pool size — 10 to 15% is typical at seed to Series A — vesting structure, exercise window, and when to bring a 409A valuation into the loop.

    2. 1–2 weeks

      Plan drafted

      The master Plan document is drafted to US 409A or Indian Companies Act requirements, with cap-table dilution modelled before adoption and the grant-agreement template prepared.

    3. Board / shareholder vote

      Adoption

      Board and shareholder resolutions are adopted. The plan becomes the governing document for every future grant, with the approvals on record.

    4. After adoption

      First grants issued

      Your first grant agreements are customised and delivered. Subsequent grants run off the same Plan and are quoted per grantee.

    In their words

    All your legal, in one place.

    One accountable team across every practice, operating since 2016.

    19,272+
    Contracts drafted
    10,747+
    Clients served
    11
    In-house attorneys
    10+
    Years since 2016

    Equity & Stock Option Plans FAQ

    Frequently asked questions

    Standard is 10 to 15% of fully-diluted equity at seed to Series A. Smaller pools of 5 to 7% are common at pre-seed, and larger pools of 15 to 20% at growth stage. The right number is your commercial call against your hiring plan; we model the dilution before adoption so you are not over-pooled going into the next round.

    Design the ESOP properly.

    Ready when you are.

    A free consultation. We'll review the cap table, settle the pool size and vesting with you, scope the plan, and confirm a flat attorney fee in writing — with any third-party 409A valuation passed through at cost — before any drafting begins.

    GTC counsel on a client consultation call

    Cookies help us improve the site.We use cookies to improve your experience, analyze site traffic, and personalize content. Learn more