Resignation and exit

The exercise window is short, and the tax is due inside it.

Unvested options usually die on your last working day. Vested ones survive, but only for a window that is often ninety days, and inside that window you must find both the exercise price and the tax on a perquisite you cannot yet sell anything to fund. For an unlisted company there may be no market at all until the next buyback — and buybacks are no longer taxed the way most people still assume.

The usual window

Ninety days from your last working day, though plans range from thirty days to several years. It is in the plan document, not the offer letter.

What you need inside it

The exercise price plus the tax on the perquisite. Both in cash, both before you can necessarily sell anything.

What changed in 2024

Buyback proceeds are now dividend income at slab rate rather than capital gains. For unlisted company employees this is the main exit route.

Open the ESOP tax calculator
Buyback proceeds are no longer capital gains.

Since October 2024 the amount a company pays you to buy back its shares is treated as dividend income in your hands, taxable at your slab rate with no deduction for what the shares cost you. The cost is instead allowed as a capital loss, which is only useful if you have capital gains to set it against. For startup employees whose only liquidity event is a buyback, this changed the arithmetic considerably.

The sequence

What happens after you resign.

Four moments, and the clock on the second one is the whole problem.

Last working day

Unvested options end

Whatever has not vested by this date is almost always forfeited outright. A cliff you were three months short of gives you nothing. Some plans accelerate vesting on retirement, death or disability, but rarely on resignation.

Check whether your notice period counts toward vesting. In some plans it does, which can be worth staying for.

The exercise window opens

The clock starts

Vested options remain exercisable for a fixed period, commonly ninety days. Miss the end of it and they lapse with no value and no recourse. The window runs from the last working day, not from the acceptance of resignation.

Diarise the exact end date the day you resign. This is the most common way real money is lost.

Exercising

Perquisite tax falls due

You pay the exercise price and receive shares. The difference between fair market value and what you paid is taxed as salary. For a departing employee the tax is usually collected through the final settlement, which can leave that settlement at or near zero.

Expect the perquisite tax to be deducted from your final settlement. Budget for a smaller last payslip than you were expecting.

Holding, then selling

Capital gains, or dividend

If the company is listed you can sell. If it is unlisted, you hold until a secondary sale or a buyback. A sale to another buyer is a capital gain. A buyback by the company is now taxed as dividend income at your slab rate.

For an unlisted company, ask what liquidity events have actually happened before, not what is theoretically possible.

A worked example

What ninety days actually costs.

Illustrative, at a 30% slab, for an unlisted company with no secondary market.

Vested options 5,000 Unvested balance forfeited on the last day
Exercise price ₹40 per share Cash you must find
Cost to exercise ₹2,00,000 Payable inside the window
Fair market value ₹260 per share Merchant banker valuation, unlisted
Perquisite ₹11,00,000 5,000 × (260 − 40), taxed as salary
Tax on perquisite at 30% plus cess ₹3,43,200 Usually recovered from final settlement
Total cash needed ₹5,43,200 Before you can sell a single share
If sold later to a buyer at ₹400 ₹87,500 Capital gains on ₹7,00,000, long-term
If bought back by the company at ₹400 ₹6,24,000 Dividend income at slab on the full ₹20,00,000
The difference the exit route makes ₹5,36,500 Same price per share, very different tax

By reason for leaving

Not every exit is treated the same.

Plan documents distinguish between how you leave. The differences are material and they are rarely explained at the exit interview.

Resignation

Options survive

You leave voluntarily. The standard case and the one most plans are written around.

Unvested
Forfeited
Vested
Retained
Window
Usually 90 days
Watch for
The window is the binding constraint. Everything else is negotiable; the deadline is not.

Termination for cause

Usually forfeited

Dismissal for misconduct or breach as defined in the plan.

Unvested
Forfeited
Vested
Often forfeited too
Window
Frequently none
Watch for
This is the case where even vested options can disappear. The definition of cause is worth reading before it matters.

Retirement

Options survive

Leaving at or after the plan's stated retirement age.

Unvested
Often accelerated
Vested
Retained
Window
Often extended
Watch for
Plans are usually generous here, sometimes vesting everything and allowing years to exercise.

Death

Options survive

The award passes to the legal heir or nominee under the plan's terms.

Unvested
Often accelerated
Vested
Retained
Window
Usually extended
Watch for
The perquisite is still taxed. Families face an exercise decision and a tax bill during probate, often without the cash.

Disability

Options survive

Permanent disability as defined in the plan document.

Unvested
Often accelerated
Vested
Retained
Window
Often extended
Watch for
Treated similarly to retirement in most plans, but the definition is narrow and medical evidence is usually required.

The vocabulary

Clauses worth finding in your plan.

Good leaver

A departure the plan treats favourably — typically retirement, death, disability or redundancy. Usually keeps vested options and often extends the window.

Bad leaver

A departure the plan penalises, usually dismissal for cause. Can forfeit even vested options, which most people do not expect.

Exercise window

The period after leaving in which vested options can still be exercised. Fixed by the plan, rarely negotiable, and absolute.

Cliff

The minimum service before anything vests. Leaving a day short of it typically means the entire grant is lost.

Cashless exercise

Selling enough shares at exercise to fund the price and the tax. Only possible where a market exists, which for an unlisted company usually means it does not.

Buyback

The company purchasing its own shares from you. Since October 2024 the proceeds are dividend income at slab rate, with the cost allowed as a capital loss instead.

Where it goes wrong

Six ways people lose the value.

Two are deadlines, two are cash, and two are clauses nobody read at joining.

Letting the window lapse

Options that expire are gone permanently, with no appeal and no discretion. Diarise the end date on the day you resign rather than the week you plan to act.

Exercising with no cash for the tax

The perquisite tax is due at exercise whether or not you can sell. For an unlisted company that can mean a large bill against an asset with no market.

Assuming a buyback is a capital gain

Since October 2024 it is dividend income at your slab rate, with no deduction for cost. Anyone modelling an exit on the old treatment is understating the tax substantially.

Not reading the leaver clauses until you leave

Whether you are a good or bad leaver can decide whether vested options survive at all. It is in the plan document you signed at joining.

Missing a cliff by weeks

Vesting cliffs are absolute. Where a resignation date is flexible and a cliff is close, the difference between two dates can be the entire grant.

Forgetting the final settlement will absorb the tax

Employers usually recover the perquisite tax from your last payment. People plan around a full final settlement and receive very little of it.

Work out the bill before the window opens.

The calculator separates what you pay to exercise from what you owe in tax, so you can see the total cash needed before the clock starts rather than after.

Open the calculator

Next step

Get five things in writing before your last day.

Vested count, exercise price, the exact end of the window, the fair market value being used, and how the tax will be collected. All five are easy to obtain while you are still an employee and considerably harder afterwards. Then work out the cash before the clock starts.

Common questions

Leaving with options, answered

Most of these arrive during a notice period, which is the worst time to be reading a plan document for the first time.

They are forfeited on your last working day in almost every plan. There is rarely discretion and rarely negotiation. A cliff you were weeks short of gives you nothing, which is why a resignation date near a vesting date is worth checking before you set it.

Whatever the plan says, commonly ninety days from the last working day. Some plans allow thirty, some allow several years. It is in the plan document rather than the offer letter, and it is absolute — options that expire are gone with no appeal.

In some plans yes, in others the clock stops at resignation. Where a vesting date falls inside a notice period this is worth establishing early, because it can be the difference between a tranche vesting and being forfeited.

Yes. The perquisite tax falls due at exercise regardless of whether any market exists for the shares. For an unlisted company that means a real cash bill against an asset you may not be able to convert for years. It is the central difficulty of leaving a startup with options.

Usually your final settlement. The employer deducts the perquisite tax at source, which can leave a last payment that is far smaller than expected, or nothing at all. Plan the exit assuming the final settlement will be substantially absorbed.

Only where a market exists to sell into, which for a listed company usually means yes and for an unlisted one usually means no. Some companies arrange a facilitated sale alongside a buyback. Without that, you need the full amount in cash.

A provision that penalises certain departures, typically dismissal for cause. It can forfeit even vested options, which most employees do not expect and never check. The definition of cause is drafted by the company and is worth reading while things are amicable.

As dividend income in your hands at your slab rate, on the full amount received, with no deduction for what the shares cost you. The cost is instead treated as a capital loss, useful only if you have capital gains to absorb it. This changed in October 2024 and a good deal of older material still describes the previous treatment.

Usually, on tax. A sale to a third party is a capital gain, where your cost is deducted and long-term rates may apply. A buyback taxes the gross amount at slab rates. Same price per share, materially different outcome — though a buyback may be the only liquidity actually on offer.

Occasionally, and it costs nothing to ask while you are still on good terms. Some companies extend windows for long-serving employees or where the departure is amicable. Ask before the resignation is formalised rather than after, when there is no leverage and no reason to accommodate you.

Most plans accelerate vesting and extend the window for the legal heir or nominee. The perquisite is still taxable, which means a family may face an exercise decision and a tax bill during probate, often without the cash and without understanding the deadline. It is the case that most needs planning in advance.

Usually much better. Plans commonly accelerate unvested options on retirement and extend the exercise window considerably. Whether you qualify depends on the plan's own definition of retirement age, which may not match the statutory one.

It depends entirely on the transaction documents. Options may be cashed out, exchanged for options in the acquirer, or accelerated. The tax follows whichever mechanism applies, and a cash-out is generally treated as a perquisite. Get the treatment in writing before signing anything.

The honest answer is that it is a risk decision rather than a tax one. Exercising converts a free option into a cash cost plus a tax bill, in exchange for an illiquid holding in a company you have just left. Where the company's prospects are uncertain, letting options lapse is a legitimate choice rather than a failure.

Most plans allow partial exercise, which is often the sensible answer where cash is the constraint. It lets you take a position proportionate to what you can fund and what you believe, rather than an all-or-nothing decision inside ninety days.

The exact number of vested options, the exercise price, the precise end date of the window, the current fair market value used for the perquisite, and how the tax will be collected. All five are things the company knows and will confirm while you are still an employee, and are far harder to extract afterwards.