An employee stock ownership plan (ESOP) is a retirement plan in which an employer contributes its stock (or money to buy its stock) to the plan for the benefit of the company’s employees. The plan maintains an account for each employee participating in the plan. Shares of stock vest over time before an employee is entitled to them. With an ESOP, an employee never buys or holds the stock directly while still employed with the company. If an employee is terminated, retires, becomes disabled, or dies, the plan will distribute the shares of stock in the employee’s account. This type of plan should not be confused with employee stock option plans, which give employees the right to buy their company’s stock at a set price after a certain period of time.

An ESOP is a qualified defined contribution plan—under Internal Revenue Code (IRC) section 401(a)—that is a stock bonus plan or a stock bonus/money purchase plan. See 26 U.S.C. §401(a). An ESOP must be designed to invest primarily in qualifying employer securities—as defined by IRC section 4975(e)(8)—and meet certain requirements of the IRC and applicable regulations. The Internal Revenue Service (IRS) and the Department of Labor (DOL) share jurisdiction over some ESOP features.

In New York, as in all states, an Employee Stock Ownership Plan (ESOP) is regulated at the federal level, primarily by the Internal Revenue Code (IRC) and the Employee Retirement Income Security Act (ERISA). Under IRC section 401(a), an ESOP is a qualified defined contribution retirement plan that allows employees to receive benefits in the form of employer stock. The plan must be designed to invest primarily in the employer's securities and comply with various requirements, such as vesting schedules and distribution rules. The IRS oversees the tax aspects of ESOPs, ensuring they meet the qualifications for tax-deferred benefits, while the Department of Labor (DOL) focuses on the protection of the employees' rights within the plan. It's important to distinguish ESOPs from employee stock option plans, which are different mechanisms for employee ownership. In New York, companies offering ESOPs must adhere to these federal regulations, and there are no specific state statutes that alter the federal ESOP framework.