NRC resolution format for granting employee stock options within an approved scheme under Section 62(1)(b) and Rule 12, with eligibility checks and vesting.
“RESOLVED THAT pursuant to Sections 62(1)(b) and 178 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the [Name] Employee Stock Option Scheme [Year] approved by the members on [●] (the “Scheme”) and the authority delegated to the Committee by the Board, the Committee hereby [approves / recommends to the Board] the grant of [●] stock options, each exercisable into one Equity Share of ₹[●], to the eligible employees named in the Annexure, at an exercise price of ₹[●] per option, vesting over [●] years with a minimum period of one year between grant and vesting.
RESOLVED FURTHER THAT the Committee confirms that each grantee is an eligible employee under the Scheme and Rule 12 and is not an independent director, a promoter or a member of the promoter group, or a director holding more than ten per cent of the outstanding Equity Shares (save as permitted for a start-up company under Rule 12), and that the grants are within the pool approved by the members.
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorised to issue grant letters, to record the grants in the Register of Employee Stock Options in Form SH-6 and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”