Checklist of Employees Stock Option Schemes: 1 . E m p l o y e e means (a) a permanent employee of the company working in India or out of India or (b) a director of the company, whether WTD or not or (c) an employee as defined in sub-clause (a) or (b) of a subsidiary, in India or out of India or of a holding company of the company. 2.
E m p l o y e e c o m p e n s a t i o n means the total cost incurred by the company towards employee compensation including basic salary, dearness allowance, other allowances, bonus and commissions including the value of all perquisites provided, but does not include: (a) the fair value of the option granted under ESOS and (b) discount at which shares are issued under an ESPS
3.
E m p l o y e e s t o c k o p t i o n means the option given to the whole-time Directors, Officers or employees of a company which gives them the benefit or right to purchase or subscribe at a future date, the securities offered by the company at a pre-determined price.
4.
ESOS means a scheme under which a company grants employee stock option.
5.
ESPS shares means shares arising out of grant of shares under ESPS.
6.
E x e r c i s e means making of an application by the employee to the company for issue of shares against option vested in him in pursuance of the ESOS.
7.
Gr an t means issue of option to employees under ESOS.
8.
I n d e p e n d e n t D i r e c t o r means a director of the company, not being a whole time director and who is neither a promoter nor belongs to the promoter group.
9.
I n t r i n s i c v a l u e means excess of the market price of the share under ESOP over the exercise price of the option (including up-front payment, if any).
10. M a r k e t P r i c e means latest available closing price (at the stock exchange where there is highest trading volume) prior to date of Board meeting in which options are granted/shares are issued.
1 1 . P r o m o t e r means: (a) the person or persons who are in overall control of the company. (b) the person or persons who are instrumental in the formation of the company or programme pursuant to which the shares were offered to the public. (c) The person or persons named in the offer documents as promoter(s). Provided that a director or officer of the company, if they are acting as such only in their professional capacity will not be deemed to be a promoter. 12. P r o m o t e r g r o u p means (a) an immediate relative of the promoter (i.e spouse, parent, brother, sister or child of the person or of the spouse. (b) persons whose shareholding is aggregated for the purpose of disclosing in the offer document “Shareholding of the promoter group”.
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13. S h a r e means equity shares and securities convertible into equity shares and shall include
14. V e s t i n g means the process by which the employee is given the right to apply for shares of the company against the option granted to him in pursuance of ESOS. 15. V e s t i n g p e r i o d means the period during which the vesting of the option granted to the employee in pursuance of ESOS takes place.
Eligibility: 1. 2. 3.
Employee shall be eligible. Promoter or promoter group not eligible. Director who either himself or through relatives or any body corporate, directly or indirectly holds more than 10% of the outstanding equity shares of the company not eligible.
Compensation Committee: 1. 2. 3.
4.
Compensation Committee (majority independent director) to be constituted for administration and superintendence of the ESOS. Disclosure as specified in the Schedule IV are made by the company to the prospective option grantee. Compensation Committee shall inter alia formulate the detailed terms and conditions of the ESOS including: (a) the quantum of option to be granted under an ESOS per employee and in aggregate (b) conditions under which option vested in employees may lapse in case of termination of employment for misconduct (c) the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period. (d) the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee (e) the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period. (f) the grant, vest and exercise of option in case of employees who are on long leave (g) the procedure for making a fair and reasonable adjustments to the number of
The Compensation Committee shall frame suitable policies and systems to ensure that there is no violation of: (a) SEBI (Insider Trading) Regulations, 1992 and (b) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.
Shareholders approval:
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(d) maximum period within which the option shall be vested
(i) a statement to the effect that the company shall conform to the accounting policies specified in clause 13.1 (j) the method which the company shall use to value its options whether fair value or intrinsic value (k) In case company calculates employee compensation cost using intrinsic value of the
3.
Approval of shareholders by way of separate resolution in case of: (a) grant of option to employees of subsidiary or holding company (b) grant of option to identified employees, during any one year, equal to or exceeding
Va r i a t i o n o f t e r m s o f E S O S 1.
Company by Special Resolution in general meeting vary the terms of ESOS offered but not
2.
Company may re-price the options which are not exercised (whether vested or not), if ESOS
Pricing 1.
Companies granting option to its employees pursuant to ESOS will have the freedom to
Lock-in period and rights of the option-holder
1. 2.
Minimum period of one year between the grant of options and vesting of option The company shall have the freedom to specify the lock-in period for the shares issued
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Consequence of failure to exercise option 1.
The amount payable by the employee, if any, at the time of grant of option: (a) may be forfeited by the company if the option is not exercised by the employee within the exercise period or (b) the amount may be refunded to the employee if the option are not vested due to nonfulfillment of condition relating to vesting of option as per the ESOS.
Non-transferability of option
(a) No person other than employee to whom the option is granted shall be entitled to exercise the option (b) Under the cashless system of exercise, the company may itself fund or permit the
(c) Option granted shall not be transferable to any person. (d) Option granted to the employee shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner. (e) In the event of death of employee while in employment, all the option granted to him till such date shall vest in the legal heirs or nominees of the deceased employee. (f) In case the employee suffers a permanent incapacity while in employment, all the (g) In the event of resignation or termination of the employee, all option not vested as
Disclosure in the Directors Report
1. The following details of ESOS shall be disclosed in Directors Report: Option granted, pricing formula, option vested, option exercised, total no. of shares arising as a
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A c c o u n t i n g Po l i c i e s
1. 2.
Every company which has passed resolution for an ESOS under clause 6.1 of these
Schedule I.
guidelines shall comply with the accounting policies specified in Where a scheme provides for graded vesting, the vesting period shall be determined separately for each portion of the option and shall be accounted for accordingly.
Certificate from Auditors
Board shall at each AGM place before the shareholders a certificate from the Auditors of the
Options outstanding at Public Issue
1.
The provisions of the SEBI (DIP) Guidelines prohibiting initial public offering by companies
2.
If any option is outstanding at the time of IPO, the promoters contribution shall be
3.
If any pre-IPO ESOS are outstanding at the time of IPO, the IPO document of the company shall disclose all the information specified in Clause 12.1 together with other information.
ESPS 1.
Explanatory Statement shall specify: (a) the price of the shares and also the number of shares to be offered to each employee
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year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of allotment of shares.
Pricing and Lock-in 1. 2.
Company shall have the freedom to determine price of shares to be issued under an ESPS, provided they confirm to the provisions of clause 19.2 Shares issued under an ESPS shall be locked in for a minimum period of one year from the
3.
If the ESPS is part of a Public Issue and the shares are issued to employees at the same price
Disclosure and accounting policies
1.
The Directors report shall contain following disclosures: (c) employee-wise details of the shares issued to- senior managerial personnel, any
(d) diluted EPS (e) consideration received against the issuance of shares 2. Every company that has passed a resolution for an EPS under clause 17.1 of these guidelines shall comply with accounting policies specified in
Schedule II.
Preferential Allotment
Nothing in these guidelines shall apply to shares issued to employees in compliance with SEBI
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Listing 1. The shares arising pursuant to an ESOS and shares issued under an ESPS shall be listed (a) The ESOS/ESPS is in accordance with these Guidelines (b) In case of an ESOS the company has also filed with the concerned stock exchanges, before the exercise of option, a statement as per in-principle approval from such Stock Exchanges.
Schedule V
and has obtained
(c) As and when ESOS/ESPS are exercised the company has notified the concerned Stock Exchanges as per the statement as per Schedule VI. 2.
No listed company shall make any fresh grant of options under any ESOS framed prior to its (a) such pre-IPO scheme is in conformity with these guidelines and (b) such pre-IPO scheme is ratified by its shareholders in general meeting subsequent to
3.
No change shall be made in the terms of options issued under such pre-IPO scheme, whether
4. 5. 6.
The ESOS/ESPS shares held by the promoters prior to IPO shall be subject to lock-in as per the SEBI (DIP) Guidelines, 2002. The listed companies shall file the ESOS/ESPS Scheme through EDIFAR filing. When holding company issues ESOS/ESPS to the employee of its subsidiary, the cost
7.
In case the subsidiary reimburses the cost, both the holding & subsidiary shall disclose the
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Schedule III (a) The fair value of a stock option is the price that shall be calculated for that option in an arm’s length transaction between a willing buyer and a willing seller.
Schedule IV- Disclosure Document Part A: Statement of risks Additional risk: concentration, leverage, illiquidity & vesting Part B: Information about the company: business of the company, abridged financial information for last 5 years, risk factors, continuing disclosure requirement such as notice, annual report etc.
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Employee Stock Options (ESOP) offered by a company to its employees entitle them to buy shares of the company at a future
Some of the frequently asked questions about Stock Options have been answered below. What is a stock option? Can ESOPs be used for improving performance?
What is a stock option ?
One of the ways a company can reward its employees is by granting them stock options. A stock option is just that - an
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What is the ''option'' in a stock options ?
An option is a commitment by the company to grant options to employees on the fulfillment of all conditions mentioned in
What is vesting ?
Vesting has two components – vesting percentage and vesting period. Vesting percentage refers to that portion of total
The following table presents an example of an employee who is granted 200 options on January 1, 2004 with a vesting schedule of 30%, 30% and 40% at the end of one, two and three years from the date of grant respectively. Vesting Details
Date of grant: January 1,2004 1st Vesting
2nd Vesting
3rd Vesting
Percentage
30%
30%
40%
Date
January 1,2005
January 1,2006
January 1,2007
Options vested
60
60
80
What is exercise ?
The activity of converting the options granted to you into shares by paying the required exercise price is known as exercise options.
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This is the period within which you can decide to exercise your options. This period starts from the date of vesting.
What is the ideal time to exercise ?
Once your options are vested, the decision to exercise stock option remains with you only. Exercising stock option is an
What is lapse of options ?
Options lose their validity in certain circumstances i.e. expiry of the exercise period, separation, abandonment etc. These options then cannot be converted into shares and lose their value. Such options are said to be lapsed.
If I have stock options, does that mean I own shares ?
No. The Options are not actual shares, but a right to buy shares. They become shares only when you exercise that right.
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Conceptualization
In this phase, a broad framework of the ESOP Scheme is laid down. This also includes defining
Consummation
In this phase, specific number of options to be granted per employee is worked out. These
Communication
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Sensitivity analysis
Board and Shareholder resolutions
Initial On-going
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“RESOLVED THAT pursuant to the provisions of Section 198, 269 and 309 and other applicable
--------- on the terms and conditions as set out here below and with further discretion to the
(a) Salary: At the rate not exceeding Rs.-----------------/- per month with annual
(b) Commission/ Performance linked incentive: On net profits of the Company
(c) Perquisites: In addition to the Remuneration as stated above, Mr. Rajeev Gupta shall be entitled, as per Rules of the Company to perquisites like: Rent-free furnished residential accommodation with free use of all the i.
ii. iii. iv.
Reimbursement of medical expenses incurred for self and family including hospitalization. Personal Accident Insurance Premium. Leave Travel Allowance for self and members of his family once a year.
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“RESOLVED THAT pursuant to Section 81(1A) and other applicable provisions, if any, of the
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps and
“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the
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“RESOLVED THAT pursuant to the provisions of Section 198, 269 and 309 and
(a) Salary: At the rate not exceeding Rs.-----------------/- per month with
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Entry of goods into SEZ from DTA treated as Exports. Clearance from SEZ to DTA treated as import into India. Export Turnover means the consideration in respect of export by the undertaking
received in, or brought into, India by the assessee but does not include freight,
Export in relation to SEZ means taking goods or providing services out of India from
a SEZ by land, sea, air, or by any other mode, whether physical or otherwise. Tax Incentives:
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Any goods imported into, or services provided in, a SEZ, to carry on the authorized
On Exports
Any goods exported from or services provided, from a SEZ unit, to any place outside
Exemption of Central Excise Duty
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-
ECB by units up to $ 500 Million a year allowed without any maturity restrictions.
Freedom to make overseas investment from it.
Procedure:
-
Three copies of project proposal in the format prescribed to be submitted to Development Commissioner of the SEZ. All approvals to be given by the Unit Approval Committee headed by
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DRAFT RESOLUTION FOR ESOS: ITEM NO.1
“RESOLVED THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if
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“RESOLVED FURTHER THAT subject to the terms stated herein, the equity shares allotted pursuant
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, as described above,
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6
date of grant. (for employees as well as Independent Directors). Exercise period and process of exercise The exercise period will be 10 years from the grant date. The participant shall enter into an agreement
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