EMPLOYEE STOCK OPTION PLAN (ESOP)
- Company
- CIN
- Plan Name
- Effective Date
INTRODUCTION AND OBJECTIVES. (the "Company"), incorporated under the Companies Act, 2013, hereby establishes this Employee Stock Option Plan (the "Plan") effective in accordance with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. The objectives of the Plan are to: (i) align employee interests with shareholder value creation; (ii) attract and retain talented employees; (iii) incentivize performance and long-term commitment; and (iv) enable employees to participate in the Company's growth.
AUTHORIZED SHARE CAPITAL. The Board of Directors authorizes the grant of options under this Plan in respect of up to shares (representing approximately of the issued capital), each of face value ₹ per share.
ELIGIBLE EMPLOYEES. The following categories of employees are eligible to receive options under this Plan: Permanent employees only, as per the payroll records of the Company.
GRANT AND EXERCISE PRICE. Each option shall grant the holder the right to purchase one equity share of the Company at an exercise price of ₹ per share, determined on the basis of . The exercise price shall be approved by the administering committee and certified by independent valuation experts where required under Rule 12.
VESTING SCHEDULE. Options shall vest to employees over a period of months in accordance with the following schedule:
Cliff Period: months from grant date. During the cliff, no options are exercisable.
Vesting Frequency: Upon completion of the cliff, options vest until full vesting.
Schedule:
An optionee may exercise vested options at any time during the exercise period, which commences upon cliff completion and continues until the earlier of: (i) months from the vest date; or (ii) termination of employment.
Exercise Method: The optionee shall pay the exercise price in full by check, bank transfer, or such other method as approved by the administering committee.
UPON TERMINATION OF EMPLOYMENT
- Termination for Cause: All unvested options are forfeited. Vested options must be exercised within 30 days of termination.
- Termination without Cause or Resignation: Unvested options are forfeited. Vested options may be exercised within .
- Termination due to Death or Disability: Vesting acceleration of all options (100% accelerated). Exercisable by estate/legal heir within 12 months.
TRANSFERABILITY. Options are transferable to family members, spouses, or family trusts upon written notice to the Company.
The shall administer the Plan, with powers including: (i) determining eligible employees; (ii) fixing grant sizes and timing; (iii) approving exercise prices; (iv) settling disputes; and (v) amending plan terms (with shareholder approval if required).
CONVERSION TO EQUITY SHARES. Upon exercise of an option, the optionee shall be entitled to receive one fully paid equity share of the Company per option exercised. Share certificates or electronic confirmations shall be issued within 30 days of exercise.
CAPITAL ADJUSTMENTS. In the event of stock splits, consolidations, bonus issues, or rights issues, the number of options and the exercise price shall be equitably adjusted to preserve the optionee's economic position.
CLAWBACK AND FORFEITURE. The Company may claw back exercised shares or forfeit vested options if the employee is found to have engaged in misconduct, breach of non-compete, or theft of intellectual property.
Fair Market Value shall be determined by . All grants shall comply with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and the Company shall obtain necessary regulatory approvals and disclosures.
TAX TREATMENT. The Company shall comply with all applicable tax laws in India, including income tax treatment of ESOPs under Section 2(va) of the Income-tax Act, 1961. Employees shall be responsible for their own tax liabilities.
PLAN TERMINATION. The Company may terminate or amend this Plan at any time with Board approval. Upon termination, outstanding options shall continue to vest and remain exercisable per their original terms.
CONFIDENTIALITY. All information regarding the Plan, individual grants, and valuations shall be treated as confidential and disclosed only on a need-to-know basis to eligible employees and regulatory authorities.
GOVERNING LAW. This Plan shall be governed by the laws of India, and all disputes shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.
IN WITNESS WHEREOF, the Company by its authorized signatories, has adopted this Plan as of .