Agency theory proposes different mechanisms to mitigate agency costs in the firms. An executive stock options (ESoPs) is one of such mechanism, which is given to the CEO of the firm to align CEO's goals with that of the owners. In this paper, we contend that ESoPs will not work as a good governance or mitigation mechanism in all types of firms. ESoPs can be an effective mitigation mechanism for a firm with dispersed ownership but it might not be the case for a firm with majority or block shareholding. We extend this argument for ESoPs given to board members as well. We present a framework to understand when it makes sense for a firm to incentivise top management with ESoPs.