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of <h1>Unlisted companies need special shareholder resolution to issue ESOs; startups get 10-year exemptions.</h1> A company, other than a listed one, can issue employee stock options (ESOs) only if approved by a special shareholder resolution. Eligible employees include permanent employees and directors, excluding promoters and those holding over 10% equity. Startups are exempt from certain restrictions for ten years post-incorporation. Companies must disclose specific details about the ESOs in the explanatory statement, including vesting periods, exercise price, and valuation methods. Options are non-transferable and expire upon employment termination unless vested. The Board must report ESO details annually, and a register of options must be maintained. Listed companies must comply with SEBI regulations.
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