The Board Resolution For Grant of ESOP is a fundamental corporate document required under Indian law whenever a company wishes to grant stock options to its employees. This resolution is essential for both private and public companies implementing employee stock option plans, demonstrating compliance with the Companies Act, 2013, and, where applicable, SEBI regulations. The document typically follows a board meeting where the ESOP grant is approved and includes crucial details such as the grant size, eligible employees, vesting conditions, and exercise price. It serves multiple purposes: providing legal authorization for the ESOP grant, creating an official record for regulatory compliance, and establishing clear parameters for implementation. Companies commonly use this resolution during hiring drives, employee retention initiatives, or when implementing performance-based incentive programs.
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1. Title and Date: Specifies the type of resolution and date of the board meeting
2. Attendance and Quorum: Lists directors present and confirms meeting quorum requirements are met
3. Background: Brief context about the company's decision to implement ESOP scheme and its objectives
4. Reference to Previous Approvals: Mentions any previous board/shareholder approvals related to ESOP scheme
5. ESOP Scheme Details: Key features of the ESOP scheme including total pool size and validity period
6. Grant Authorization: Specific authorization for granting ESOPs, including number of options and exercise price
7. Vesting Schedule: Details of the vesting period and conditions
8. Implementation Authority: Delegation of authority to specific officers/committee for implementing the grant
9. Regulatory Compliance: Confirmation of compliance with relevant laws and regulations
10. Certification: Signature of the Chairman/Company Secretary certifying the resolution
1. Special Terms for Key Employees: Include when specific terms are needed for senior management or key employees
2. Foreign Employee Provisions: Required when ESOPs are being granted to employees based outside India
3. Performance Conditions: Include when vesting is linked to specific performance criteria
4. Pool Enhancement: Required when existing ESOP pool needs to be increased
5. Scheme Amendment: Include when modifying existing ESOP scheme terms
6. Tax Implications: Detailed section on tax treatment when company wants to specifically address tax aspects
1. List of Eligible Employees: Detailed list of employees receiving ESOP grants with grant quantities
2. Vesting Schedule Details: Detailed breakdown of vesting timeline and percentages
3. ESOP Scheme Summary: Key terms and conditions of the ESOP scheme being referenced
4. Valuation Report: If required, summary of share valuation for determining exercise price
5. Compliance Checklist: Checklist confirming adherence to relevant regulations
Relevant legal definitions
Company
Board of Directors
ESOP Scheme
Employee Stock Options
Exercise Price
Grant Date
Vesting Period
Vesting Schedule
Eligible Employee
ESOP Committee
Exercise Period
Option Grantee
Fair Market Value
Lock-in Period
Shares
Articles of Association
Applicable Laws
SEBI Regulations
Companies Act
Financial Year
Good Leaver
Bad Leaver
Cause
Permanent Disability
Control
Subsidiary
Holding Company
Independent Director
Performance Criteria
Exit Event
Board of Directors
ESOP Scheme
Employee Stock Options
Exercise Price
Grant Date
Vesting Period
Vesting Schedule
Eligible Employee
ESOP Committee
Exercise Period
Option Grantee
Fair Market Value
Lock-in Period
Shares
Articles of Association
Applicable Laws
SEBI Regulations
Companies Act
Financial Year
Good Leaver
Bad Leaver
Cause
Permanent Disability
Control
Subsidiary
Holding Company
Independent Director
Performance Criteria
Exit Event
Clauses
Meeting Details
Quorum Confirmation
Authority and Powers
Grant Approval
Option Pool Size
Eligibility Criteria
Exercise Price
Vesting Conditions
Exercise Period
Lock-in Requirements
Performance Criteria
Transfer Restrictions
Termination Provisions
Corporate Actions
Regulatory Compliance
Tax Compliance
Implementation Authority
Administration
Amendment Powers
Documentation Requirements
Certification
Quorum Confirmation
Authority and Powers
Grant Approval
Option Pool Size
Eligibility Criteria
Exercise Price
Vesting Conditions
Exercise Period
Lock-in Requirements
Performance Criteria
Transfer Restrictions
Termination Provisions
Corporate Actions
Regulatory Compliance
Tax Compliance
Implementation Authority
Administration
Amendment Powers
Documentation Requirements
Certification
Relevant Industries
Technology and Software
Financial Services
Professional Services
Manufacturing
Healthcare and Pharmaceuticals
E-commerce
Telecommunications
Consulting
Media and Entertainment
Consumer Goods
Startups and Scale-ups
Education Technology
Relevant Teams
Legal
Human Resources
Company Secretarial
Corporate Governance
Finance
Compliance
Board Secretariat
Executive Leadership
Compensation and Benefits
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Human Resources Officer
Legal Counsel
Compliance Officer
Board Director
Chief Financial Officer
HR Manager
Compensation and Benefits Manager
ESOP Administrator
Corporate Governance Officer
Executive Director
Managing Director
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