ESOP Guide
Own a piece of what you're building. This guide explains how equity works at Nuqta, who gets what, and how to exercise your options.
Equity Pool Structure
How Nuqta's equity is allocated
Total: 10M Shares
7,000,000 shares
1,500,000 shares
1,000,000 shares
500,000 shares
15% ESOP Pool
1.5 million shares reserved for employees. This is generous for an early-stage startup - industry standard is 10-15%.
Co-Founder Pool
10% reserved for a co-founder/COO. This will vest over 4 years with 1-year cliff, same as other employees.
Dilution Protection
ESOP pool may be topped up in future funding rounds. Your % ownership may be diluted but your number of shares stays the same.
Equity by Role
What each level can expect
Equity Range
1-5%
Shares Range
100,000 - 500,000
Vesting
4 years, 1-year cliff
Applicable Roles
Early co-founders get higher end. Later C-suite hires get lower end.
Example Grants
Co-Founder/COO (Month 1)
CTO (Month 3)
CFO (Year 2)
Vesting Schedule
4 years with 1-year cliff
Month 0
0%
Month 12
25%
Cliff!
Month 24
50%
Month 36
75%
Month 48
100%
| Month | Vests This Period | Total Vested | Notes |
|---|---|---|---|
| 0 | 0% | 0% | Grant date |
| 6 | 0% | 0% | Still in cliff period |
| 12 | 25% | 25% | Cliff complete! 25% vests |
| 18 | 12.5% | 37.5% | 6 months of monthly vesting |
| 24 | 12.5% | 50% | Halfway there! |
| 36 | 25% | 75% | 3 years complete |
| 48 | 25% | 100% | Fully vested! |
The Cliff
If you leave before 12 months, you get nothing. This protects the company from short-term hires. Stay at least 1 year!
Monthly Vesting
After the cliff, you vest ~2.08% per month (1/48th of your grant). This means every month you stay, you earn more.
Performance-Based Share Creation
Hit major milestones → NEW shares created with strict caps and board governance.
Investor-Friendly Governance
Our performance equity model includes strict caps and board oversight to protect all shareholders:
- 5% lifetime cap on all new share creation
- 1.5% annual cap on dilution from grants
- Board approval required for all issuances
- Anti-dilution protection for investors
- Pro-rata rights to maintain ownership %
- Quarterly reporting on cap table changes
500,000
LIFETIME Cap on NEW Shares
Max 5% dilution ever
150,000
Annual Cap on NEW Shares
Max 1.5% dilution/year
Board
Approval Required
Including investor director
How Performance Share Creation Works
Major Milestone
Company achieves Series A, MAU 100K, Profitability, etc.
Board Review
Board reviews milestone achievement and cap availability
Investor Consent
Investor director approves share creation
Capped Issuance
NEW shares created within lifetime/annual caps
Performance Tiers & Share Multipliers
Exceeds Expectations
1.25xTarget Achievement: 110-125%
Consistently exceeds targets across all KPIs
Outstanding
1.5xTarget Achievement: 125-150%
Exceptional performance with significant business impact
Exceptional
2xTarget Achievement: 150%+
Transformational performance, game-changing contributions
Quarterly Share Creation Allocation
Founder Performance Equity
NEW shares created for founder at major milestones (capped at 100K lifetime)
Lifetime Cap
100,000
NEW shares max
Max Dilution
1%
of total shares
Governance
Board
approval required
Milestone-Based Founder Grants (Board Approved)
$1M+ raised at $10M+ valuation
100K monthly active users
3 consecutive profitable months
$5M+ raised OR $10M ARR
Lifetime Cap: 100,000 NEW shares max (1% dilution cap)
All 4 milestones = 100K shares max
Example: Founder Equity Over 4 Years (All Milestones Achieved)
Founder Total (Capped)
✓ Investor-friendly: capped dilution, board-approved
Performance Grants by Role
How each role can earn additional equity
Founder/CEO
Series A Closed ($1M+)
MAU 100K Achieved
Profitability (3 months)
Series B / $10M ARR
Lifetime cap of 100K NEW shares (1% max dilution). All grants require board approval with investor consent.
Co-Founder/C-Suite
Annual OKRs 120%+
Revenue Target 125%+
Key Milestone Achievement
Lifetime cap per executive. Board approval required. 2-year vesting on all new grants.
Department Heads
Annual OKRs 120%+
Cross-functional Impact
Exceptional Rating (annual)
Lifetime cap per head. Board approval required. 2-year vesting, 6-month cliff.
Individual Contributors
Annual KPIs 125%+
High-Impact Project
Exceptional Rating (annual)
Lifetime cap per IC. Top 20% performers eligible. 2-year vesting, 6-month cliff.
Company Milestone Share Creation
Hit major milestones → NEW shares created for founder AND entire team
Series A Raise
100,000 NEW shares (Board Approved)Targets:
NEW Share Distribution:
Founder: 25K, Leadership: 25K, All employees: 50K
MAU 100K
100,000 NEW shares (Board Approved)Targets:
NEW Share Distribution:
Founder: 25K, Growth team: 40K, All others: 35K
Profitability
150,000 NEW shares (Board Approved)Targets:
NEW Share Distribution:
Founder: 25K, All employees: 125K (tenure-weighted)
Series B / $10M ARR
150,000 NEW shares (Board Approved)Targets:
NEW Share Distribution:
Founder: 25K, Leadership: 50K, All team: 75K
Total NEW Shares from All Milestones
500,000
5% max dilution (lifetime cap) for achieving all milestones
Example: Senior Engineer - Performance Journey (with Caps)
Total After 4 Years
At $10 exit = AED 460,000 value (vs. AED 200,000 initial)
✓ Investor-friendly caps respected
Exercise Scenarios
What happens in different situations
Stay Until IPO/Exit
You stay with Nuqta through an IPO or acquisition
How it works:
- Your options vest over 4 years
- At exit, you can exercise your vested options
- Pay strike price × shares exercised
- Receive proceeds minus strike price
- Pay applicable taxes
Example Calculation
Taxes vary based on residency
Leave After Vesting (Good Leaver)
You leave voluntarily after some vesting
How it works:
- You keep only vested options
- Exercise window: 90 days (standard) to 10 years (Nuqta policy)
- Can choose to exercise or let expire
- If you exercise, you become a shareholder
- Wait for exit event to realize value
Example: 2 Years Worked
Unvested shares return to pool
Termination for Cause (Bad Leaver)
Terminated for misconduct or serious breach
How it works:
- May lose ALL options (vested and unvested)
- Company can repurchase vested shares at lower price
- Specific terms in stock option agreement
- Avoid this by being a good employee!
Company Gets Acquired
Nuqta is acquired by another company
How it works:
- Acquisition can be cash, stock, or both
- Vested options typically convert or cash out
- Unvested may accelerate (single/double trigger)
- Nuqta policy: 25% acceleration on acquisition
- Additional 75% if terminated within 12 months
This is called "double trigger acceleration"
Nuqta Employee-Friendly Terms
Better than industry standard
10-Year Exercise Window
Industry Standard
90 days
Nuqta
10 years
If you leave, you have 10 years to decide whether to exercise. No pressure.
Double Trigger Acceleration
Industry Standard
None
Nuqta
25% + 75%
25% accelerates on acquisition. Additional 75% if you're let go within 12 months.
Refresher Grants
Industry Standard
Rare
Nuqta
Annual for top performers
Top performers get additional grants annually, keeping you motivated.
Early Exercise Option
Industry Standard
Not allowed
Nuqta
Available
You can exercise unvested options early (subject to repurchase). Tax benefits in some cases.
Frequently Asked Questions
A stock option gives you the right (not obligation) to buy company shares at a fixed price (strike price) in the future. If the company value increases, your options become more valuable.
Questions About Your Equity?
If you have questions about your specific grant, vesting, or exercise options, reach out to leadership.
• Equity grants: CEO
• Vesting status: HR
• Tax questions: Consult a tax advisor
Last updated: February 2026 • Version 1.0
This is for informational purposes. Actual grants are governed by your Stock Option Agreement.