Stock Option Grant Letter
· Grant date [Grant date]
CIN:
Date: [Grant date]
To,
(Employee ID: )
Dear ,
Sub.: Grant of Stock Options under the Employee Stock Option Plan, 2026
In recognition of your contribution to (the "Company"), and pursuant to the Employee Stock Option Plan, 2026 (the "Plan") adopted by the Board on [Plan adoption date], the Company is pleased to grant you the following Stock Options on the terms set out below.
- Grantee
- Designation
- Date of Joining
- [DOJ]
- Grant Date
- [Grant Date]
- Number of Options
- 0
- Exercise Price per Option
- ₹ 0
- Aggregate Exercise Value
- ₹ 0 (Zero only)
- Vesting Period
- 4 years
- Cliff
- 12 months
- Vesting Frequency (post-cliff)
- monthly
- Exercise Window
- 10y
- Post-Exit Exercise Window
- 90 (ninety) days
1. Grant
The Company hereby grants to the Grantee 0 (Zero) Options to subscribe to an equal number of equity shares of ₹ 0 each per Option, subject to the terms of the Plan and this Grant Letter.
2. Vesting Schedule
The Options shall vest as follows: (a) no Options shall vest before 12 months from the Grant Date (the "Cliff"); (b) on the Cliff date, 25% of the Options shall vest; (c) the remaining Options shall vest in equal monthly tranches over the balance of the 4-year vesting period; and (d) all Options shall vest in full no later than the 4th anniversary of the Grant Date, subject to continued employment.
3. Exercise
Vested Options may be exercised by the Grantee at the Exercise Price, in whole or in part, at any time during the Exercise Window. Each Option, when exercised, entitles the Grantee to one (1) equity share of the Company. Exercise shall be in accordance with the procedure set out in the Plan and any Exercise Notice prescribed by the Company.
4. Termination of Employment
Upon cessation of employment for any reason other than gross misconduct: (a) all unvested Options shall immediately lapse; (b) vested but unexercised Options may be exercised within 90 (ninety) days of the date of cessation, after which they shall lapse. Upon termination for gross misconduct or breach, all Options (vested or unvested) shall lapse forthwith.
5. Change of Control
In the event of a Change of Control of the Company (defined as a sale of more than 50% of the equity, a merger or amalgamation in which the Company is not the surviving entity, or a sale of substantially all of the Company's assets), the following shall apply: 100% of unvested Options shall vest immediately upon a Change of Control.
6. Tax
The Grantee shall be liable for all income tax and other statutory dues arising out of the grant, vesting, exercise, and sale of the Options or the underlying shares, including the perquisite tax under section 17(2)(vi) of the Income-tax Act, 1961 at the time of exercise (i.e., (FMV at exercise − Exercise Price) × Number of Options exercised). The Company shall withhold applicable TDS at exercise.
7. Non-Transferability
Except by transmission on death, the Options are personal to the Grantee and shall not be assigned, transferred, pledged, or otherwise disposed of by the Grantee.
8. Plan Governs
This Grant Letter is subject to all the terms and conditions of the Plan. In the event of any inconsistency between this Letter and the Plan, the Plan shall prevail. By exercising the Options, the Grantee shall be deemed to have read, understood, and accepted the Plan.
9. Governing Law
This Grant Letter shall be governed by the laws of India and the courts at Karnataka shall have exclusive jurisdiction.
Please confirm your acceptance of this Grant by signing the duplicate copy of this letter and returning it to the Company.
For
_________________________
Director
I, , hereby accept the grant of Stock Options on the terms set out above and acknowledge that I have read and understood the Plan.
_________________________
Date: __________