EXHIBIT 4.2
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.
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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
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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;
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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
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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.
d. If the Participant's employment is terminated by the
Company not for cause;
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
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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.
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 by the
Company not for cause, 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.
6. 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.
7. 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.
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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 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
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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.
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.
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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.
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.
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