ESOP / Employee Stock Option Plans
Structured employee stock option plans that align team incentives with company growth, designed for startups and scale-ups operating across multiple jurisdictions.
An employee stock option plan is one of the most powerful talent retention tools available to a growth-stage company, but only if it is correctly structured from the outset. A poorly documented ESOP creates cap table confusion, unexpected tax events for employees, and regulatory exposure at the time of a funding round or exit. GlobalB Law designs, drafts, and implements ESOP frameworks that work across the company's entire employee base, from its founding jurisdiction to wherever it hires globally.
For Turkish-headquartered companies, ESOP structuring must navigate the Capital Markets Board (SPK) framework for unlisted companies and the income-tax treatment of options at vest and exercise. For companies with a Cayman, Delaware, or Dutch holding structure, the preferred vehicles for venture-backed businesses, we align the option plan with the holding entity's constitutional documents and investor agreements, ensuring anti-dilution provisions and drag-along rights interact correctly with the ESOP pool. Where employees sit in the EU, we additionally map the tax and employment-law treatment at exercise in each relevant member state.
Our work does not stop at plan design. We draft the full suite of plan documents, the option plan rules, individual grant agreements, and exercise notices, and advise on vesting schedules (cliff, linear, milestone), good-leaver and bad-leaver provisions, and liquidity event acceleration. We also present the plan to founders and, where requested, to the employees receiving grants, so that everyone understands what they hold.
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FAQ
Häufig gestellte Fragen
When is the right time to set up an ESOP?
Ideally before or immediately after the first institutional funding round, when the cap table is still simple and the ESOP pool can be agreed with investors upfront. Retrofitting a plan after multiple rounds is possible but significantly more complex.
What is the tax treatment for option holders in Türkiye?
In Türkiye, the general position is that a benefit arises at exercise, the difference between the exercise price and the fair market value is treated as employment income and subject to income tax and social security contributions at that point. Careful plan design can mitigate the timing mismatch between a taxable event and an actual liquidity event.
Can a Turkish company grant options over shares in a foreign holding entity?
Yes. Many Turkish-founded technology companies use a foreign holding structure (typically Cayman or Delaware) precisely to enable this. The Turkish operating company's employees receive options over shares in the foreign parent, which simplifies the cross-border equity story for international investors.
What is a 'good leaver / bad leaver' clause and why does it matter?
These clauses define what happens to unvested (and sometimes vested) options when an employee leaves the company. A good leaver, typically someone who resigns for genuine reasons or is let go without cause, retains some or all vested options. A bad leaver, typically dismissed for cause or who violates a non-compete, forfeits them. The definitions and consequences need to be negotiated carefully because they significantly affect employee risk perception.
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