According to the Companies (Share capital and debentures) rule, 2014, the following category of employees are not eligible for exercising ESOPs- If a director holds more than 10% of the equity shares in a company, either directly or indirectly, either himself, through a relative, or a third corporate body is not eligible for ESOPs. An employee who either belongs to the promoter of the company or is part of the promoter group is not eligible for exercising ESOPs.