| |August 201919a. A permanent employee of the company who has been working in India or outside India; orb. A director of the company, whether a whole-time director or not but excluding an independent director; ori. An employee as defined in clause (a) or (b) of a subsidiary, in India or outside India, or of a holding company of the company or of an associate company, but does not include an employee who is a promoter or a person belonging to the promoter group, or a director who either himself, his relative or through anybody corporate, directly or indirectly, holds more than 10 percent of the outstanding equity shares of the company.c. Disclosures in the explanatory statement annexed to the notice for passing of the resolution: The company shall make the following disclosures in the explanatory statement annexed to the notice for passing of the resolution:· The total number of stock options to be granted· Identification of classes of employees entitled to participate in the Employees Stock Option Scheme· The appraisal process for determining the eligibility of employees to the Employees Stock Option Scheme· The requirements of vesting and period of vesting· The maximum period within which the options shall be vested· The exercise price or the formula for arriving at the same· The exercise period and process of exercise· The Lock-in period, if any· The maximum number of options to be granted per employee and in aggregate· The method which the company shall use to value its options· The conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct· The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee· A statement to the effect that the company shall comply with the applicable accounting standardsPricing: The companies granting option to its employees pursuant to Employees Stock Option Scheme will have the freedom to determine the exercise price in conformity with the applicable accounting policies, if any.Shareholders' approval by way of separate resolution: The approval of shareholders by way of separate resolution shall be obtained by the company in case of:· grant of option to employees of subsidiary or holding company; or· grant of option to identified em-ployees, during any one year, equal to or exceeding one percent of the issued capital (excluding outstand-ing warrants and conversions) of the company at the time of grant of option.Variation of terms of ESOS: The company may vary the terms of Employees Stock Option Scheme not yet exercised by the employees provided such variation is not prejudicial to the interests of the option holders.Minimum vesting period: There shall be a minimum period of one year between the grant of options and vesting of option. Lock-in-period for shares issued on exercise of option: The company shall have the freedom to specify the lock-in period for the shares issued pursuant to exercise of option.Right to receive dividends: The Employees shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to them, till shares are issued on exercise of option.Forfeiture/Refund of amount paid by employees under ESOP: The amount, if any, payable by the employees, at the time of grant of option ­ · may be forfeited by the company if the option is not exercised by the employees within the exercise period; or· the amount may be refunded to the employees if the options are not vested due to non-fulfillment of conditions relating to vesting of option as per the Employees Stock Option Scheme.Options not transferable· The option granted to employees shall not be transferable to any other person.· The option granted to the employees shall not be pledged, hypothecated, mortgaged or otherwise encumbered or alienated in any other manner.Who can exercise the option?· No person other than the employees to whom the option is granted shall be entitled to exercise the option. However, in the event of the death of employee while in employment, all the options granted to him till such date shall vest in the legal heirs or nominees of the deceased employee.· In case the employee suffers a permanent incapacity while in employment, all the options granted to him as on the date of permanent incapacitation, shall vest in him on that day.· In the event of resignation or
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