Last Updated: June 2026 Reviewed by CA Sundram Gupta · Founder, Patron Accounting LLP

ESOP Vesting Tracker — Cliff, Vested & Next Date

TL;DR

Enter your grant (total options, grant date), the cliff (min 1 year under Rule 12(6)), total vesting term and frequency; the tracker builds the tranche-by-tranche vesting schedule and shows, as of today: options vested to date, the unvested balance, % vested, and your next vesting date. Standard pattern is 4 years with a 1-year cliff — 25% at the cliff, the rest monthly/quarterly over 3 years. Vesting ≠ ownership and triggers no tax until you exercise.

Track Your ESOP Vesting

As-of date is today. The cliff must be at least 12 months under Rule 12(6).

This tracker requires JavaScript. Please enable JavaScript, or map your grant date forward by the cliff and each vesting interval manually.

Your grant

Total Options Granted

Whole grant being tracked.

Grant Date

Date options were granted.

Schedule

Cliff (months)

Min 12 (Rule 12(6)).

Total Vesting (months)

e.g. 48 = 4 years.

Post-Cliff Frequency

How often tranches vest after the cliff.

Cliff Vesting %

% that vests at the cliff (typ. 25%).

Vested to Date
—

Unvested Balance

—

0% vested

#	Vesting Date	Tranche	Cumulative	Status

Designing or administering this scheme?

A Chartered Accountant drafts the Board-approved ESOP scheme — vesting, cliffs, exercise windows and MCA filings — and runs grant administration and cap-table tracking.

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How to Use the Vesting Tracker

Enter your total options and grant date from your grant letter.
Set the cliff (at least 12 months) and the total vesting term in months (48 = a 4-year schedule).
Choose the post-cliff frequency — monthly, quarterly or annually — and the cliff % (usually 25%).
Click Build Schedule for the full tranche table, plus your options vested to date, unvested balance, % vested and next vesting date.

CA Tip: This tracks vesting only. Once tranches vest and you plan to exercise, model the tax with the perquisite tax calculator and, on a later sale, the capital gains calculator.

What an ESOP Vesting Schedule Is

A vesting schedule defines when, and in what tranches, your stock options become exercisable. Until options vest you cannot exercise them, and unvested options usually lapse if you leave. Vesting is the bridge between the promise of equity and the right to acquire it.

The dominant Indian pattern is four years with a one-year cliff: nothing vests in year one, 25% vests at the 12-month cliff, and the remaining 75% vests monthly or quarterly over the next three years. Patron's vesting & cliff explainer and Section 62 / Rule 12 guide cover the law and the common designs.

Cliff date = Grant date + cliff months → cliff % vests
Each later tranche = (Total − cliff) ÷ number of remaining intervals
Vested to date = Σ tranches whose date ≤ today

The Cliff and Rule 12(6)

Under Rule 12(6) of the Companies (Share Capital and Debentures) Rules, 2014, there must be a minimum one-year vesting period from the date of grant — any provision letting options vest sooner is not valid. This is why the one-year cliff is effectively mandatory for Indian companies. The rule sits under Section 62 of the Companies Act and the scheme is filed with the MCA; startups recognised by DPIIT design their vesting alongside the perquisite-tax deferral.

At the cliff a block vests in one go (commonly 25%); before it, nothing has vested, so an employee who leaves during the first year typically walks away with zero. After the cliff, options vest gradually to reward continued tenure. Vested options remain exercisable only within a limited post-termination window — often 30 to 90 days — so timing an exit matters.

Note: The tracker enforces a 12-month minimum cliff in line with Rule 12(6). Your actual terms are whatever your grant letter and the Board-approved scheme specify.

Need Help with ESOP Vesting & Scheme Administration?

Patron Accounting LLP supports founders and employees designing or tracking ESOP vesting schedules — for Pune, Mumbai, Delhi, Gurugram and pan-India clients.

+91 945 945 6700 WhatsApp Email

Common Vesting Structures

Structure	How it works
4-year, 1-year cliff	25% at 12 months, then 75% monthly/quarterly over 36 months. The startup standard.
3-year vesting	Shorter cycle, common at later-stage companies; still a 1-year minimum cliff.
Graded vesting	Equal tranches at regular intervals (annual/quarterly) after the cliff.
Back-weighted	More options vest in later years to strengthen retention.
Performance / hybrid	Some or all options vest on milestones (revenue, funding) — often for CXOs; the 1-year minimum still applies.

This tracker models time-based schedules (cliff + equal post-cliff tranches). For milestone-based or accelerated vesting (single/double-trigger on acquisition), refer to your scheme and the ESOP scheme design service. To see the generic shape of any schedule, the vesting schedule visualiser complements this tracker.

A Worked Example

You're granted 4,800 options on 1 January 2025, on a 4-year schedule (48 months) with a 1-year cliff and monthly vesting after the cliff.

Cliff (1 Jan 2026): 25% = 1,200 options vest in one go.
Months 13–48: the remaining 3,600 vest over 36 months = 100 options per month.
As of mid-2026 (say month 18): 1,200 (cliff) + 6 monthly tranches × 100 = 1,800 vested, 3,000 unvested, 37.5% vested.
Fully vested on 1 January 2029 (month 48).

If you had left before 1 January 2026 (the cliff), nothing would have vested. The tracker does this arithmetic for any grant date and term and shows exactly which tranches have passed as of today.

Where Vesting Sits in the ESOP Lifecycle

Vesting is one stage in a longer journey, and it is easy to confuse it with the others. The lifecycle runs: grant (the Board awards options — no tax), vesting (options become exercisable over the schedule this tracker builds — still no tax), exercise (you pay the exercise price and the gap to fair market value is taxed as a salary perquisite), and finally sale (the gain over that fair market value is taxed as capital gains).

So a vesting tracker answers "how much can I exercise, and when" — not "what will I owe". The valuation that drives the perquisite at exercise is a separate exercise, certified for unlisted companies by a SEBI-registered Category I merchant banker under the framework overseen by SEBI, and the share-based-payment accounting follows ICAI standards. For founders running multiple grants, recognition through Startup India and disciplined cap-table tracking keep the whole programme clean.

Tip: Track vesting here, then sequence exercise timing against tax using the ESOP TDS calculator and the capital gains calculator.

Frequently Asked Questions

An ESOP vesting schedule sets out when, and in what tranches, an employee's stock options become exercisable over time. Until options vest, the employee does not have the right to exercise them, and unvested options usually lapse on leaving. The most common Indian schedule is four years with a one-year cliff: nothing vests for the first year, then a block vests at the cliff and the rest vests in regular tranches over the remaining term.

A cliff is the minimum period an employee must complete before any options vest. In the standard model the cliff is twelve months, at which point a block, usually twenty-five percent of the grant, vests in one go. If the employee leaves before the cliff, no options vest and the entire grant lapses. After the cliff, the remaining options vest gradually, monthly or quarterly, over the rest of the vesting term.

Under Rule 12(6) of the Companies (Share Capital and Debentures) Rules, 2014, there must be a minimum vesting period of one year from the date of grant of options. Any provision allowing options to vest sooner than twelve months is not valid. This is why the one-year cliff is effectively mandatory for Indian companies, and schemes are drafted so that no tranche can vest within the first year of the grant.

In the standard structure nothing vests in the first year. At the twelve-month cliff, twenty-five percent of the options vest at once. The remaining seventy-five percent then vest in equal tranches monthly or quarterly over the next thirty-six months. For example, on a grant of 1,200 options, 300 vest at the one-year cliff and the other 900 vest evenly across the following three years until the grant is fully vested at the end of year four.

The tracker builds the full tranche schedule from your grant date, cliff, total term and frequency, then compares each tranche's vesting date with today's date. Tranches whose date has passed are counted as vested, and the rest are unvested. Before the cliff date nothing is vested. The result is the number of options vested to date, the unvested balance, the percentage vested and the date of your next vesting tranche.

Unvested options generally lapse immediately when you resign or are terminated, so only the options that have already vested are retained. If you leave before completing the cliff, you usually walk away with nothing because no options have vested. Vested options typically remain exercisable only within a limited post-termination window, often thirty to ninety days, after which they too may lapse, so timing the exit and exercise matters.

No. Vesting by itself does not create a tax liability; it only makes the options exercisable. Tax arises later at two stages: at exercise the difference between the fair market value and the exercise price is taxed as a salary perquisite, and on a subsequent sale the gain over that fair market value is taxed as capital gains. So a vesting tracker tells you what you can exercise, not what tax you will pay.

Besides the four-year, one-year-cliff model, some companies use a three-year schedule at later stages, graded vesting with equal annual or quarterly tranches, and back-weighted vesting where more vests in the later years to strengthen retention. Performance or milestone-based vesting ties some or all of the options to targets such as revenue or funding, and hybrid models combine time and performance conditions. The minimum one-year vesting still applies in all cases.

No. Vesting only gives you the right to exercise the options; you become a shareholder only after you exercise the vested options by paying the exercise price and the shares are allotted. So a tracker showing vested options is showing what you are entitled to buy, not shares you already own. Ownership, dividend and voting rights begin only after exercise and allotment, subject to any lock-in in the scheme.

Yes, the Patron Accounting ESOP Vesting Schedule Tracker is completely free with no signup required. All calculations run in your browser and nothing is stored on our servers. It builds your tranche-by-tranche vesting schedule from the grant date, cliff and term, and shows the options vested to date, the unvested balance, percentage vested and your next vesting date. It is an indicative planning tool; your actual entitlement is governed by your grant letter and the ESOP scheme.

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