Exhibit 4.3
ICICI INFOTECH SERVICES LIMITED
EMPLOYEES STOCK OPTION SCHEME-2000
Section I: Short title, extent and commencement
1. This Scheme may be called ICICI INFOTECH SERVICES LIMITED-
EMPLOYEES STOCK OPTION SCHEME-2000.
2. It applies only to Eligible Employees.
Section II: Objectives
The objectives of the Scheme are:
a. to enhance employee motivation;
b. to enable employees to participate in the long
term growth and financial success of the Company;
and
c. to act as a retention mechanism, by enabling
employee participation in the business as an
active stakeholder to usher in an 'owner-manager'
culture.
Section III: Definitions
1. As used in this Scheme, the following terms shall have the
meanings set forth below:
a. "Award Confirmation" means a written
communication by the Company to a Participant,
evidencing grant of Options.
b. "Board" means the Board of Directors of the
Company
c. "Cause" means (i) act of willful or gross
misconduct or neglect (ii) the commission of
felony, fraud, misappropriation, embezzlement,
breach of trust or an offence involving moral
turpitude, (iii) gross or willful
insubordination or (iv) any other act
detrimental to the interest of the Company.
d. "Committee" means a committee of the Board of
Directors of the Company as the Board of
Directors of the Company may constitute from
time to time to administer the Scheme.
e. "Company" means ICICI INFOTECH SERVICES LIMITED
(ICICI Infotech) and its successors or its
Subsidiary or Holding Company, as the context
may require or admit.
f. "Eligible Employee" means a person who is an
employee including employee on probation or who
has agreed to take up employment in the Company,
or a director of the Company or
of a Subsidiary or a Holding Company or of a
subsidiary of the Holding Company.
g. "Exercise Period" means the period commencing
from the date of vesting of Options and ending
on the later of (i) the tenth anniversary of the
date of grant of Options or (ii) the fifth
anniversary of the date of vesting of Options.
h. "Exercise Price" means the price payable by the
Participant for exercising the Options granted to
him.
i. "Holding Company" means a holding company of
ICICI INFOTECH SERVICES LIMITED, hereafter
existing, within the meaning of Section 4 of the
Companies Act, 1956.
j. "Independent Director" means a director of the
Company, not being a whole time director of the
Company.
k. "Option" means a right but not an obligation
granted to a Participant to apply for a
specified number of Shares at a pre-determined
price during the Exercise Period subject to the
conditions of the Scheme.
l. "Participant" means an Eligible Employee selected
by the Board or the Committee and to whom an
Option is granted, or the Successors of the
Participant, as the context so requires.
m. "Person" means an individual, company,
partnership, association, trust, unincorporated
organisation, government or political subdivision
thereof or any other entity.
n. "Scheme" means this Scheme.
o. "Shares" mean the equity shares of the Company
or such other securities, as may be designated
by the Committee from time to time.
p. "Subsidiary" means a subsidiary company of ICICI
INFOTECH SERVICES LIMITED, whether now or
hereafter existing, within the meaning of
Section 4 of the Companies Act, 1956.
q. "Successors" of a Participant means the legal
heirs and/or legal representatives of a deceased
Participant.
r. "Vesting Confirmation" means a written
communication by the Company to a Participant,
evidencing vesting of Options.
s. "Vesting Criteria" means criteria as may be
stipulated by the Committee for vesting of
Options.
2
t. "Vesting Period" means the period during which
the vesting of the Options granted to a
Participant can take place.
2. In the Scheme, unless the contrary intention appears :-
a. a reference to "law" includes the constitution,
any statute, law, rule, regulation, ordinance,
judgement, order, decree, authorisation, or any
published directive, guideline, requirement or
governmental restriction having the force of
law, or any determination by, or interpretation
of any of the foregoing by, any judicial
authority or administrative authority, whether
in effect as of the date of the Scheme or
thereafter and each as amended from time to
time.
b. reference to a gender shall include references
to the female, male and neuter genders;
c. the singular includes the plural (and vice
versa);
3. Words and expressions unless defined herein shall have
the same meaning as have been assigned to them under the
Companies Act, 1956 or the Securities and Exchange Board
of India Act, 1992.
Section IV: Shares subject to the Scheme
1. The maximum number of Options granted to any Eligible
Employee in a financial year shall not exceed 5% of the
issued equity shares of the Company at the time of grant
of the Options and the aggregate of all such Options
granted to all the Eligible Employees shall not exceed
25% of the aggregate number of issued equity shares of
the Company as at the time of grant of the options.
2. The Options granted but not vested and the Options vested
but not exercised in accordance with the Scheme or the
Award Confirmation or the Vesting Confirmation shall
terminate and the Shares covered by such terminated
Options shall become available for future grant under the
Scheme.
Section V: Administration of the Scheme
1. The Scheme shall be administered by the Board or the
Committee. A member of the Committee to whom a matter
under the Scheme specifically relates shall not vote on
such matter.
2. Unless otherwise expressly provided in the Scheme or
applicable law, all decisions, determinations and
interpretations with respect to, connected with, arising
out of or in relation to the Scheme or Award Confirmation
or Vesting Confirmation shall be within the sole
discretion of the Board or the Committee, may be made at
any time
3
and shall be final, conclusive and binding upon
all Persons including the Company, Participants,
shareholders and employees.
3. Unless otherwise expressly provided in the Scheme or
applicable law, the Scheme shall also be applicable to
employees and Directors of the Subsidiaries and Holding
Company and a subsidiary of the Holding Company.
Section VI: Powers of the Committee
1. Subject to the provisions of the Scheme and applicable
law and in addition to the other express powers and
authorizations conferred by the Scheme, the Board or the
Committee shall have full power and authority to:
a. determine from time to time eligibility of
employees to participate in the Scheme ;
b. determine the number of Shares subject to each
Option;
c. determine the minimum and maximum number of
Options to be granted under the Scheme per
Participant and in aggregate;
d. prescribe the Vesting Period and Vesting
Criteria;
e. prescribe the conditions under which the Options
vested in the Participant may lapse (including
in case of termination);
f. prescribe the Exercise Period within which the
Participant should exercise the vested Options
in the event of termination or resignation of
the Participant;
g. prescribe whether the Options vested in a
Participant are exercisable at one time or at
various points of time within the Exercise
Period;
h. prescribe the conditions and procedure for the
grant , vest and exercise of Options by
Participants including Participants who are on
long leave, training or otherwise indisposed;
i. prescribe, if deemed appropriate and necessary,
the procedure for cashless exercise of Options;
j. establish, amend, suspend or waive such rules
and regulations as it shall deem appropriate for
the proper administration of the Scheme;
k. interpret any matter with respect to, connected
with, arising out of or in relation to the
Scheme , the Award Confirmation and the Vesting
Confirmation;
4
l. appoint such agents as it shall deem necessary
for the proper administration of the Scheme.
m. determine or impose other conditions to the
grant or exercise of Options under the Scheme as
it may deem appropriate;
n. make any other determination and take any other
action that the Committee deems necessary or
desirable for the administration of the Scheme;
o. frame suitable policies and systems to ensure
that there is no violation of:
i. Securities and Exchange Board of India
(Insider Trading) Regulations, 1992; and
ii. Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair
Trade Practices relating to the
Securities Market) Regulations, 1995
by any employee.
Section VII: Eligibility for grant of Options
1. The Board or the Committee shall have the sole authority
to designate an Eligible Employee as Participant.
2. In determining the Eligible Employee to receive an Option
as well as in determining the number of Options to be
granted to a Participant, the Board or the Committee may
consider the position and responsibilities of the
Eligible Employee, the nature and value to the Company of
the Eligible Employee's services and accomplishments
whether direct or indirect, length of service, grade,
performance, merit, present and potential contribution
and conduct of the Eligible Employee and such other
factors as the Committee may deem relevant.
Section VIII: Vesting of Options
1. The Options granted to the Participant may vest at one
time or at various points of time as stipulated in the
Award Confirmation. Provided, however, there shall be a
minimum period of one year between the grant of Options
and vesting of Options. Unless earlier vested, expired,
forfeited or otherwise terminated, each Option shall
expire in its entirety upon the third anniversary of the
date of grant of Option.
2. No Option or any part thereof shall vest -
a. if the Participant does not fulfill Vesting
Criteria as stipulated in the Award
Confirmation; or
5
b. if the Participant's employment is terminated by
the Company for Cause; or
c. if the Participant voluntarily terminates
employment with the Company other than on
account of death, retirement, or permanent
disability.
and the Options to the extent not already vested
shall lapse and stand terminated and expired
forthwith.
3. If the Participant's employment terminates due to death
or permanent disability, whole of the Options shall
immediately vest in the Participant's Successors, or the
Participant, as the case may be.
4. If the Participant's employment terminates due to
retirement (including pursuant to any early / voluntary
retirement scheme), the whole of the Options shall vest,
on the expiry of one year from the date of grant of
Options, in the Participant. Provided however that in the
event of death or permanent disability of the Participant
after retirement but before vesting of Options, the whole
of the Options shall immediately vest in the
Participant's Successors or the Participant as the case
may be.
Section IX: Exercise Price
The Exercise Price shall be determined by the Board or the
Committee on the date the Option is granted and shall be
reflected in the Award Confirmation. The method of payment of
Exercise Price shall be, determined by the Board or the
Committee (including by any one or more of the following
methods of payment).
a. Cash
b. Cheque
c. Promissory Note
d. Cash-less exercise programme
Section X: Exercise of Options
1. Subject to vesting and other restrictions provided for
hereunder or otherwise imposed in accordance herewith,
the Participant or Participant's Successors, as the case
may be, may exercise the Options by the payment of
Exercise Price in full at such time as may be notified
during the Exercise Period.
2. Unless earlier exercised, expired, forfeited or otherwise
terminated, each vested Option , if not exercised during
the Exercise Period shall lapse and stand terminated and
expired forthwith.
6
3. If the Participant's employment is terminated by the
Company for Cause the Participant's vested Options, to
the extent then unexercised, shall thereupon cease to be
exercisable and shall lapse and stand terminated and
expired forthwith.
4. If the Participant voluntarily terminates employment with
the Company other than on account of death, retirement,
or permanent disability, the vested Options, to the
extent then unexercised, shall be exercised by the
payment of Exercise Price in full within a period of
three months from the date of termination, which period
shall be deemed to be the Exercise Period.
5. If the Participant's employment is terminated due to
death, retirement (including pursuant to any early /
voluntary retirement scheme) or permanent disability, the
vested Options, shall be exercised by the payment of
Exercise Price in full at such time as may be notified
during the Exercise Period.
6. Upon receipt of the notice for exercise of the Options
(in the form prescribed) and the payment of Exercise
Price in a form and manner as may be stipulated by the
Board or the Committee, the Company shall issue and allot
Shares to the Participant.
Section XI: GENERAL TERMS AND CONDITIONS
1. The Committee may at any time amend, discontinue or
terminate the Scheme or any part or portion thereof at
any time. Provided that any such amendment,
discontinuation or termination that would impair the
rights of or is detrimental to the interests of the
Participant shall not, to that extent, be effective
without the consent of the affected Participant.
2. Participation in the Scheme shall not constitute or be
construed as a guarantee by the Company of return on the
Shares of the Company. Any loss/potential loss due to
fluctuations in the market price of the Shares or on any
other account whatsoever, and the risks associated with
such investments will be that of the Participant alone
and not of the Company.
3. The Scheme shall be subject to all applicable laws and
such other terms and conditions, as may be stipulated by
the Committee in its absolute discretion.
4. In the event of issuance of bonus / rights shares,
recapitalisation, stock split, reorganisation, merger,
consolidation of the Company or other similar events the
number of Shares covered by each outstanding Option and
the number of Shares, which have been authorised for
issuance under the Scheme but as to which no Options have
yet been granted or which have been returned to the
Scheme upon termination of Options as well as the
Exercise Price shall be increased or decreased such that
the rights of the Participant is substantially
proportionate to the rights existing prior to such event
7
and to ensure that there is no dilution or enlargement of
the benefits available under the Scheme.
5. The Committee may at any time waive any conditions or
rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, any Option theretofore
granted, prospectively or retrospectively. Provided that
any such waiver, amendment, alteration, suspension,
discontinuation, cancellation or termination that would
impair the rights of or is detrimental to the interests
of the Participant shall not, to that extent, be
effective without the consent of the affected
Participant.
6. The employees shall maintain the utmost confidentiality
regarding the contents of the Scheme and benefits
thereunder at all times and shall not make any
announcement to the public or to any third Person
regarding the arrangements contemplated by the Scheme and
the benefits thereunder except to the extent as may be
required by law.
7. The Company is entitled to and may, anytime at its
discretion, finance the Participant in any manner to the
extent permitted by law for the purpose of purchase of
Shares or payment of any amount under the Scheme.
8. The grant of an Option shall not be construed as giving a
Participant the right to be retained in the employment of
the Company. Neither the Scheme nor Award Confirmation
nor Vesting Confirmation shall form part of any contract
of employment between the Company and the Participant.
The rights and obligations of the Participant under the
terms of his office or employment with the Company shall
not be affected by his participation in the Scheme.
Nothing in the Scheme or any Award Confirmation or any
Vesting Confirmation shall confer or be construed as
affording a Participant any additional rights as to
compensation or damages in consequences of the
termination of such office or employment for any reason.
9. No Participant or holder or beneficiary of any Option
shall have any rights as a shareholder with respect to
any Shares to be issued pursuant to the Scheme until he
has become the holder of such Shares.
10. The Shares issued pursuant to any Option shall rank pari
passu with all the other equity shares of the
Company for the time being issued and outstanding.
11. Neither the Scheme nor the Option shall create or be
construed to create a trust or a separate fund of any
kind or a fiduciary relationship between the Company and
a Participant. To the extent that any Person acquires a
right to receive payments from the Company pursuant to
any Option, such right shall be no greater than the right
of any unsecured general creditor of the Company.
8
12. No fractional shares shall be issued or delivered
pursuant to the Option, and the Committee shall determine
whether cash, other securities or other property shall be
paid or transferred in lieu of any fractional shares or
whether such fractional shares or any rights thereto
shall be cancelled, terminated, or otherwise eliminated.
13. No employee shall have any claim to be granted any
Option, and there is no obligation on the part of the
Company for uniformity of treatment of employees or
holders or beneficiaries of Options. The terms and
conditions of Options need not be the same with respect
to each Participant.
14. No Option shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by
the Participant, except to the extent provided under the
Scheme or by will or the laws of inheritance.
15. Nothing contained in the Scheme shall prevent the Company
from adopting or continuing the current or other
compensation arrangements and such arrangements may be
either generally applicable or applicable only in
specific cases.
16. In the event of any tax liability arising on account of
grant of Options to a Participant, the liability shall be
that of the Participant alone and the Company shall have
the right to cause the Shares held by the Participant
sold or otherwise alienated to meet the liability on
behalf of the Participant. The Company may, in its
discretion, require the Participant to pay to the Company
at the time of exercise of any Option the amount that the
Company deems necessary to satisfy the Company's
obligation to withhold income or other taxes incurred by
reason of such exercise.
17. The Participant shall do all acts necessary and execute
all such deeds and documents as may be deemed necessary
by the Committee to give effect to the terms of the
Scheme.
Section XII: Award Confirmation
The grant of Options hereunder shall be evidenced by an Award
Confirmation which shall be delivered to the Participant and
shall specify the number of Options granted and the terms and
conditions of the grant of Options and rules applicable
thereto.
Section XIII: Vesting Confirmation
The vesting of Options hereunder, shall be evidenced by a
Vesting Confirmation which shall be delivered to the
Participant and shall specify the number of Options vested
and the terms and conditions of the vesting of Options and
rules applicable thereto.
9
Section XIV: Effective and Expiry Dates
This Scheme shall be effective as of the date of its approval
by the shareholders of the Company and expire on such date as
may be notified by the Board of Directors of the Company.
Section XV: Headings
Headings are given to the Sections of the Scheme solely as a
convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction
or interpretation of the Scheme or any provision thereof.
**********************
10