EXHIBIT 4.1
Strictly Confidential
Private Circulation only
[ICICI BANK LOGO]
EMPLOYEES STOCK OPTION
SCHEME - 2000
[ICICI BANK LOGO[
ICICI BANK EMPLOYEES STOCK OPTION SCHEME - 2000
Section I: Short title, extent and commencement
1. This Scheme may be called ICICI Bank 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 Bank; 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
Bank to a Participant, evidencing grant of Options.
b. "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 Bank.
c. "Committee" means a committee of the Board of Directors of
the Bank consisting of a majority of Independent Directors
as the Board of Directors of the Bank may constitute from
time to time to administer the Scheme.
d. "Bank" means ICICI Bank Limited (ICICI Bank) and its
successors or its Subsidiary or Holding Company, as the
context may require or admit.
Page 2 of 11
e. "Eligible Employee" means permanent employee or a director
of the Bank or of a Subsidiary or a Holding Company.
f. "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.
g. "Exercise Price" means the price payable by the Participant
for exercising the Options granted to him.
h. "Holding Company" means a holding company of ICICI Bank,
hereafter existing, within the meaning of Section 4 of the
Companies Act, 1956.
i. "Independent Director" means a director of the Bank, not
being a whole time director of the Bank.
j. "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.
k. "Participant" means an Eligible Employee selected by the
Committee and to whom an Option is granted, or the
Successors of the Participant, as the context so requires.
l. "Person" means an individual, company, partnership,
association, trust, unincorporated organisation, government
or political subdivision thereof or any other entity.
m. "Scheme" means this Scheme.
n. "Shares" mean the equity shares of the Bank or such other
securities, as may be designated by the Committee from time
to time.
o. "Subsidiary" means a subsidiary company of ICICI Bank,
whether now or hereafter existing, within the meaning of
Section 4 of the Companies Act, 1956.
p. "Successors" of a Participant means the legal heirs and/or
legal representatives of a deceased Participant.
q. "Vesting Confirmation" means a written communication by the
Bank to a Participant, evidencing vesting of Options.
r. "Vesting Criteria" means criteria as may be stipulated by
the Committee for vesting of Options.
s. "Vesting Period" means the period during which the vesting
of the Options granted to a Participant can take place.
Page 3 of 11
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; and
(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 0.05% of the issued
equity shares of the Bank at the time of grant of the Options
and the aggregate of all such Options granted to all the
Eligible Employees shall not exceed five percent of the
aggregate number of issued equity shares of the Bank as on
March 31, 2000.
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 Committee. A member of
the Committee to whom the 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 Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons including the Bank,
any Participants, shareholders and any employees.
Page 4 of 11
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.
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 authorisations
conferred by the Scheme, 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;
l. Appoint such agents as it shall deem necessary for the
proper administration of the Scheme;
Page 5 of 11
m. determines 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 Committee shall have the sole authority to designate any
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 Committee may consider the position and
responsibilities of the Eligible Employee, the nature and
value to the Bank 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 Option
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
b) if the Participant's employment is terminated by the Bank
for Cause; or
Page 6 of 11
c) if the Participant voluntarily terminates employment with
the Bank 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 maybe.
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 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 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.
3. If the Participant's employment is terminated by the Bank for
the Cause the Participant's vested Options, to the extent then
Page 7 of 11
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 Option,
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 Committee, the Bank
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 wihout the consent of the affected Participant.
2. Participation in the Scheme shall not constitute or be
construed as a guarantee by the Bank of return on the Shares
of the Bank. 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 Bank.
3. This 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 Bank 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 the 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
Page 8 of 11
exisitng 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 the 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 Bank 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
Bank. Neither the Scheme nor Award Confirmation nor Vesting
Confirmation shall form part of any contract of employment
between the Bank and the Participant. The rights and
obligations of the Participant under the terms of his office
or employment with the Bank 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 Bank for the
time being issued and outstanding, including payment of full
dividend.
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 Bank and a Participant.
To the extent that any Person acquires a right to receive
payments from the Bank pursuant to any Option, such right
shall be no greater than the right of any unsecured general
creditor of the Bank.
Page 9 of 11
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 Bank 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 Bank 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 the Options to a Participant, the liability shall be that
of the Participant alone and the Bank 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 Bank may, in its discretion, require the Participant to
pay to the Bank at the time of exercise of any Option the
amount that the Bank deems necessary to satisfy the Bank'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.
Page 10 of 11
Section XIV: Effective and Expiry Dates
This Scheme shall be effective as of the date of its approval by
the shareholders of the Bank and expire on such date as may be
notified by the Board of Directors of the Bank.
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.
************************
Page 11 of 11