Special resolution format for an employee stock option scheme (ESOP) under Section 62(1)(b) and Rule 12, with option pool, one-year minimum vesting and MGT-14.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the Articles of Association of the Company, approval of the members be and is hereby accorded to the [Name] Employee Stock Option Scheme [Year] (the “Scheme”) placed before the meeting, and to the Board to create, grant, offer and issue, in one or more tranches, up to [●] stock options exercisable into not more than [●] Equity Shares of ₹[●] each, fully paid up, to the eligible employees of the Company as defined in the Scheme and Rule 12.
RESOLVED FURTHER THAT there shall be a minimum period of one year between the grant and the vesting of options, the options shall not be transferable, and no option shall be granted to an independent director, to an employee who is a promoter or belongs to the promoter group, or to a director holding, directly or indirectly, more than ten per cent of the outstanding Equity Shares, save as permitted for a start-up company under Rule 12.
RESOLVED FURTHER THAT the Board, acting directly or through the Nomination and Remuneration Committee, be and is hereby authorised to administer the Scheme, to allot Equity Shares on exercise of options, to file the necessary e-forms and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”