Employment agreement with stock options (ESOP)

EMPLOYMENT AGREEMENT

(WITH EMPLOYEE STOCK OPTION SCHEME)

PART I — EMPLOYMENT

This Employment Agreement ("Agreement") is executed at Place of execution on this Day of execution day of Month of execution, Year of execution

BETWEEN

Company name, a company incorporated under the Companies Act, 2013, having CIN Company CIN and registered office at Company registered office (hereinafter the "Company", which expression shall include its successors and permitted assigns) of the ONE PART;

AND

Employee's name, son/daughter/spouse of Employee's father's or spouse's name, residing at Employee's address, holding PAN Employee's PAN (hereinafter the "Employee", which expression shall include his/her heirs, executors and permitted assigns) of the OTHER PART.

RECITALS

A. The Company is engaged in the business of Description of company's business.

B. The Company desires to employ the Employee and the Employee has agreed to serve the Company on the terms set out in this Agreement.

C. The Company has adopted a scheme for the grant of stock options to eligible employees, details whereof are set out in Part II of this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. TERM AND PROBATION

1.1 The Employee's employment shall commence on Commencement date of employment ("Commencement Date") and shall continue until terminated in accordance with this Agreement.

1.2 The Employee shall serve a probationary period of Probation period from the Commencement Date, extendable at the Company's sole discretion. Employment during probation may be terminated by either party with Notice period during probation notice or salary in lieu.

2. POSITION AND DUTIES

2.1 The Employee shall serve as Job title in the Department and shall report to Reporting manager's title.

2.2 The Employee shall devote whole time and attention to the Company's business, comply with the Company's policies, and perform such duties consistent with the Employee's position as may be assigned from time to time.

2.3 The Employee's place of work shall be Place of work, subject to transfer within India at the Company's discretion in accordance with Company policy.

3. REMUNERATION

3.1 The Employee shall be paid a gross annual salary of Annual gross salary in figures (Rupees Annual gross salary in words only), subject to statutory deductions including tax deducted at source, Employees' Provident Fund contributions under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952, and applicable professional tax.

3.2 The salary structure is set out in Schedule A annexed hereto.

3.3 The Company shall review compensation annually; no revision shall create any entitlement beyond what is notified in writing.

4. WORKING HOURS, LEAVE AND BENEFITS

4.1 The Employee's working hours shall be governed by applicable law and Company policy.

4.2 The Employee shall be entitled to leave and benefits (including List of benefits) as per Company policy and applicable law.

5. CONFLICT OF INTEREST AND EXCLUSIVITY

5.1 During employment, the Employee shall not, without prior written consent, engage in any other employment, business, consultancy or directorship, whether remunerated or not.

5.2 The Employee shall disclose any actual or potential conflict of interest promptly in writing.

6. CONFIDENTIALITY

6.1 The Employee shall not, during employment or at any time thereafter, disclose or use for any purpose other than the Company's benefit any Confidential Information, meaning all non-public information relating to the Company or its group companies, clients, suppliers, business, finances, technology, software, source code, data, know-how, trade secrets, or personnel, whether or not marked confidential.

6.2 All Confidential Information shall remain the Company's property and shall be returned or destroyed upon termination on demand.

6.3 The obligations in this Clause 6 shall not apply to information which is or becomes public other than through the Employee's breach, or which is required to be disclosed by law or a competent authority, provided prompt notice is given to the Company where lawful.

6.4 The parties acknowledge that this Clause is reasonable and does not restrict any legally protected activity, including complaints to statutory authorities.

7. INTELLECTUAL PROPERTY

7.1 All work product, inventions, designs, software, source code, and other works of authorship created by the Employee in the course of employment or using Company resources ("Work Product") shall vest absolutely in the Company upon creation, and to the extent any vesting requires assignment, the Employee hereby assigns all rights (including under the Copyright Act, 1957 and the Patents Act, 1970) to the Company.

7.2 The Employee shall execute all documents and do all acts necessary to perfect the Company's title, and waives all moral rights in the Work Product to the extent permitted by law.

7.3 The Employee shall promptly disclose all inventions made during employment relating to the Company's business.

8. NON-SOLICITATION

8.1 During employment and for a period of Non-solicitation period after termination after termination, the Employee shall not, directly or indirectly:

9. TERMINATION

9.1 After confirmation, either party may terminate this Agreement with Notice period after confirmation written notice or, in the case of the Company, payment of salary in lieu of unexpired notice.

9.2 The Company may terminate the Employee forthwith for misconduct, breach of this Agreement, fraud, dishonesty, insubordination, or any ground recognised as justifying summary dismissal under applicable law.

9.3 The Employee shall return all Company property (including devices, documents and credentials) on or before the last working day and complete exit formalities and full and final settlement in accordance with applicable law.

9.4 Termination shall not affect accrued rights or the provisions of Clauses 6, 7, 8, 13 and 14.

10. RESOLUTION OF DISPUTES RELATING TO EMPLOYMENT

10.1 Any dispute arising out of or in connection with the employment shall be resolved by good-faith discussion, failing which it shall be referred to arbitration of a sole arbitrator mutually appointed, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Arbitration seat city and the language shall be English.

10.2 Subject to Clause 10.1, the courts at City of exclusive jurisdiction shall have exclusive jurisdiction.

10.3 This Part I is governed by the laws of India and, where applicable, the Indian Contract Act, 1872 and the Industrial Relations Code, 2020 (or successor legislation) to the extent applicable to the Employee's designation and remuneration.

PART II — EMPLOYEE STOCK OPTION SCHEME

11. GRANT OF OPTIONS

11.1 The Company hereby grants to the Employee, and the Employee accepts, Number of options granted stock options (the "Options") under the Name of ESOP scheme ("Scheme"), each Option conferring the right to subscribe to Number of shares per option equity share(s) of the Company of face value ₹Face value per share each ("Equity Shares").

11.2 The grant date shall be Grant date or such later date as the Company notifies in writing.

11.3 The exercise price per Equity Share shall be ₹Exercise price per share or such other price as determined by the Board or the Scheme, in compliance with applicable law.

12. VESTING

12.1 The Options shall vest as follows:

12.2 Vesting is conditional upon the Employee remaining in continuous employment on the relevant vesting date, except as provided in Clause 13.

12.3 The Company may accelerate vesting in its sole discretion, or upon Acceleration events.

13. EFFECT OF EXIT

13.1 If the Employee resigns or employment is terminated without cause, the Employee may exercise vested Options within Post-exit exercise period from the date of cessation, after which unexercised vested Options shall lapse.

13.2 If employment is terminated for cause, or upon the Employee's fraud, misconduct or breach of Clauses 6, 7 or 8, all Options (vested and unvested) shall stand forfeited and lapse forthwith.

13.3 Upon death or permanent incapacity of the Employee, all Options vesting within Vesting window on death or incapacity thereafter shall vest, and the Employee's nominee/legal heirs may exercise vested Options within Nominee exercise period.

13.4 In the event of a merger, acquisition, change of control or initial public offering, the treatment of Options shall be governed by the Scheme and applicable law, including any acceleration decided by the Board.

14. CONDITIONS AND RESTRICTIONS

14.1 The Options are granted under the Scheme and, where applicable, in compliance with the Companies Act, 2013 and rules made thereunder, including the requirements applicable to grant of employee stock options, and shall at all times be subject to the Scheme, the Articles of Association of the Company and applicable law, including securities law as and when applicable.

14.2 The Employee shall not sell, transfer, pledge, encumber or otherwise dispose of any Option or any right under the Scheme, save as permitted under the Scheme.

14.3 Nothing in this Part II creates any right to employment, nor shall employment be conditioned on grant or continued holding of Options.

14.4 The grant of Options is a capital receipt arrangement and the Employee shall be solely responsible for all tax implications arising on grant, vesting, exercise and sale, including perquisite taxation under the Income-tax Act, 1961, and the Company shall deduct tax at source to the extent required by law.

15. EXERCISE PROCEDURE

15.1 The Employee (or permitted nominee) may exercise vested Options by written notice in the form prescribed under the Scheme accompanied by payment of the exercise price and applicable taxes.

15.2 Allotment of Equity Shares shall be made in accordance with the Scheme, the Articles of Association and applicable law, within the time permitted thereunder.

15.3 Lock-in, transfer restrictions and exit-related rights attached to the Equity Shares shall be as per the Scheme and applicable law.

16. ADJUSTMENTS

16.1 In the event of any bonus issue, split, consolidation, rights issue or capital reorganisation of the Company, the number of Options and/or exercise price shall be adjusted in accordance with the Scheme.

PART III — GENERAL

17. POLICIES

The Employee shall comply with Company policies as amended from time to time. In case of conflict between this Agreement and a policy, this Agreement shall prevail to the extent of the conflict, except where the policy confers greater benefit on the Employee.

18. NOTICES

All notices shall be in writing and delivered by hand, registered post/speed post or email to the addresses below, and shall be deemed served on delivery or Hours for deemed email notice after transmission of email without bounce:

19. ENTIRE AGREEMENT AND AMENDMENT

19.1 This Agreement, together with the Schedules and the Scheme, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior arrangements.

19.2 No amendment shall be valid unless in writing and signed by both parties, save that the Company may amend the Scheme in accordance with its terms.

20. SEVERABILITY AND WAIVER

20.1 If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remainder shall continue in force, and the parties shall substitute a valid provision most closely reflecting the original intent.

20.2 No failure or delay in exercising any right shall operate as a waiver.

21. COUNTERPARTS AND STAMP DUTY

21.1 This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original. The parties shall bear stamp duty on this Agreement as required by applicable stamp law.

IN WITNESS WHEREOF the parties have executed this Agreement on the day, month and year first above written.

For and on behalf of Company name

Signature:  

Name: Company signatory name

Designation: Company signatory designation

Date: Company signature date

Place: Company signature place

Signature of Employee

Signature:  

Name: Employee's name

Date: Employee signature date

Place: Employee signature place

WITNESSES

SCHEDULE A — COMPENSATION STRUCTURE

The above is subject to statutory deductions and shall be paid Salary payment frequency.