an incentive programme that retains key people
We design ESOPs and long-term incentive programs that combine a business objective, clear participation rules, and a secure legal structure-so the program is attractive to people, workable for the company, and ready to operate through promotions, departures, an investment round, or a change in structure.
Many companies reach a point where salary and bonuses alone are no longer enough to retain the most important people. Founders, the management board, or owners want to give key people a share in the company’s success-without creating promises that later prove hard to explain, implement, or unwind.
The greatest risk in an ESOP is not that the program will be insufficiently attractive. More often, the problem is that it looks attractive on a slide but fails in the company’s real life: on a role change, departure, conflict, investment round, or sale of the business.
Mateusz Sawaryn
Managing Partner Counsel
Our solution
From an incentive objective to a program you can implement and enforce
We do not start from a document template. First we establish what business problem the program should solve, which group it should cover, and what ownership-control boundaries must be preserved. Then we translate that into a model, rules, documents, and an implementation plan. The service scope covers objective analysis, model selection, vesting rules, entry and exit, the link to governance, and communication and operational risks.
From an incentive objective to a program you can implement and enforce
We do not start from a document template. First we establish what business problem the program should solve, which group it should cover, and what ownership-control boundaries must be preserved. Then we translate that into a model, rules, documents, and an implementation plan. The service scope covers objective analysis, model selection, vesting rules, entry and exit, the link to governance, and communication and operational risks.
Program objective diagnosis
- determining whether the goal is retention, recruitment, leadership development, role succession, or cleaning up earlier promises,
- identifying participant groups,
- analysing existing arrangements and business constraints,
- setting boundary conditions on the owners’ and management board’s side.
A concise diagnosis of the program objective and a recommended course of action.
Choosing an ESOP or incentive program model
- assessing which model fits the company structure,
- aligning the program with the company’s stage of development,
- accounting for impact on the cap table, control, and governance,
- preparing a recommendation instead of multiplying variants.
A recommended program model with business and legal rationale.
Exit mechanisms and risk controls
- good leaver / bad leaver rules,
- conditions for losing or retaining entitlements,
- company-sale, investor-entry and reorganisation scenarios,
- reducing the risk of interpretive disputes.
Rules for how the programme works at the moments that most often create tension.
Programme documentation
- participant documents,
- programme rules,
- resolutions and corporate documents,
- alignment with the company’s existing documentation.
A consistent set of documents needed to implement the programme.
Dokumentacja programu
- organising communications for participants,
- supporting HR, the management board or Legal with the rollout,
- clarifying responsibilities and the order of actions,
- preparing the organisation to use the programme in practice.
A programme that does not stay on paper-it is ready to present, implement and use consistently.
Who this service is for
For companies that want to motivate key people without losing control over the rules
This service is for organizations that know an incentive program must be not only attractive, but also predictable, understandable, and aligned with the company’s structure.
Head of HR / People & Culture
when you need to prepare a program for key people and translate management-board decisions into clear operating rules.
CFO / General Counsel / In-house Legal
when the program must align with finance, company documentation, governance, and ownership risk.
Founder / CEO / Board Member
when the goal is to retain leaders, protect control over the company, and create a program that supports growth.
Work stages
A predictable process from decision to implementation
We run the matter in stages so that the management board, HR, finance, and legal know what is happening at each point, which decisions are needed, and what result emerges at the end. The brief process covers diagnosis, model design, documentation, and implementation with operational close-out.
Assess objectives and context
We review the company’s structure, program goals, participant groups, prior arrangements and business constraints.
Design the plan
We recommend a program structure and turn the incentive objective into clear rules: who participates, when, on what terms and upon which events.
Align governance and documentation
We align the program with corporate governance, ownership and existing documents, and prepare the rules and materials needed for implementation.
Implement and operationalize
We support program communications, rollout and practical administration.
Write to us
Turn a promise of sharing in success into a program you can implement safely
We will help you establish which program model makes sense for your company, how to keep control over the rules, and how to run the matter without overloading the management board, HR, and legal.
Fill in a short form and describe where your company stands: whether the program still needs to be created, earlier arrangements need to be cleaned up, whom it should cover, and what outcome it should achieve. On that basis we will come back with a recommended direction for the conversation.
Mateusz Sawaryn
They will follow up with any questions or recommend a next step.
Quick response
We usually respond within two hours on business days.