Members Resolution format for shares through Employee stock option plan(ESOP) scheme_ 20

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Approval of ESOP Scheme 20__

"RESOLVED THAT pursuant to the provisions of section 62[1][b] and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification[s] or re-enactment[s] thereof for the time being in force], the Articles of Association of the Company, as amended from time to time and subject to such other approvals, permissions and sanctions as may be necessary and such conditions and modifications as may be imposed or prescribed while granting such approvals, permissions and sanctions, which may be accepted by the Board of Directors of the Company [hereinafter referred to as the "Board", approval and consent of the Members of the Company be and are hereby accorded to the Employee Stock Option Plan 20__ [hereinafter referred to as the "_________"/ "Plan"] and to authorize the Board to create, offer and grant from time to time the number Employee Stock Options ["ESOPs"] being not exceeding __% [Five percent] of the paid-up equity share capital of the Company as on the date of passing the resolution to the permanent employees and Directors of the Company [except independent Directors], whether whole time or otherwise, whether working in India or outside India, as may be decided by the Board under the Plan [hereinafter referred to as an "eligible employees"] including the employees of subsidiary Company, convertible into equivalent number of equity shares of INR__/- [Rupees ___] each, on such terms and conditions, as may be determined by the Board under ESOP 20__.

RESOLVED FURTHER THAT the Board be and is hereby further authorised to issue and allot equity shares upon exercise of ESOPs from time to time in accordance with the Plan and such equity shares shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT the number of ESOPs that may be granted to any eligible employee, in any financial year and in aggregate under the Plan shall be less than 1% [One percent] of the issued equity share capital [excluding outstanding warrants and conversions] of the Company and the same shall be offered to employees of subsidiary Company [ies] whether in India or elsewhere.

RESOLVED FURTHER THAT the aforesaid ceiling ESOPs convertible into equivalent number of equity shares of ___/- [Rupees ___] each shall be appropriately adjusted, in case of any corporate action[s] such as rights issues, bonus issues, sub-division, split or consolidation of shares, any change in capital structure, merger and/or sale of division/undertaking or any other re-organisation /restructuring of the Company, without affecting any other rights or obligations of the option grantees.

RESOLVED FURTHER THAT Board be and is hereby empowered:

1. to administer, implement and supervise the ESOP Scheme 20__ either directly by itself;
2. to formulate, approve, evolve, modify, change, vary, alter, amend, suspend or terminate the PGL ESOP 2017 and determine and bring into effect such terms and conditions and procedures for grantor vesting of Share[s]/Option[s] under ESOP Scheme 20__ either directly by itself or through ECC;
3. to grant, issue, re-issue, recall, surrender, cancel and withdraw stock options from time to time and to determine the terms and conditions therefore;
4. to delegate all or any of the powers herein conferred by this resolution to any Committee of Directors, Director, Officer or Authorised Representative of the Company;
5. to do all such acts, deeds, things and matters as may be considered necessary or expedient and settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company."

Approval of Allocation and Grant of Stock Options to Employees

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder as amended from time to time or any other law for the time being in force [including any statutory modification or amendment thereto or enactment thereof for the time being in force] and in accordance with the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary from time to time, consent of the members of the Company be and is hereby accorded to grant the stock options under the ‘Employee Stock Option Plan 20__’ also called as ‘ESOP 20__’ and/or ‘_____ 20__ Plan’ [hereinafter referred to as “____ 20__”] to the present and future employees, from time to time on such terms and conditions as contained in the ______ 20__ and summarized in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to update, maintain and preserve ‘The Register of Employee Stock Options’ in the prescribed format pursuant to Section 62[1][b] of the Companies Act, 2013 and rule 12[10] of The Companies [Share Capital and Debentures] Rules, 2014.

RESOLVED FURTHER THAT any Director or Authorized Representative of the Company be and are hereby authorized to do all such acts, deeds, and things, as may be deemed necessary for giving effect to the above stated resolutions.”

//Certified True Copy\\

For _______________________

____________

Director

DIN: ________

Address: ____________

Date:

Place: