Grant of Stock Options Procedure

SECT-PR003, Ver 1.0

Copyright © 2013, Tech Mahindra. All rights reserved.

Company-Confidential GRANT OF STOCK OPTIONS PROCEDURE

Table of Contents

1. PURPOSE..................................................................................................................................... 3
2. SCOPE.......................................................................................................................................... 3
3. ACRONYMS AND DEFINITIONS ................................................................................................. 3
4. PROCEDURE OVERVIEW........................................................................................................... 3
5. PROCESS FLOW CHART............................................................................................................ 4
6. PROCESS DESCRIPTION ........................................................................................................... 4
7. APPLICABLE MEASUREMENTS, VERIFICATION & VALIDATION TASKS .............................. 4
7.1 APPLICABLE MEASUREMENTS ..................................................................................................... 5
7.2 VERIFICATION & VALIDATION TASKS ............................................................................................ 5
8. TAILORING CRITERIA ................................................................................................................. 5
9. DOCUMENT HISTORY ................................................................................................................ 5
10. APPENDIX A................................................................................................................................. 5

(ToC and the cover page are optional; may not be used for documents smaller than four pages.)

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Company-Confidential GRANT OF STOCK OPTIONS PROCEDURE

1. PURPOSE

The purpose of this procedure document is to provide detailed steps:

• To provide all eligible employees with their grants in time as per Company Policy entitlements and
approval of Compensation & Nominations Committee of Directors.

• To comply with the applicable Statutory Laws / Guidelines.

2. SCOPE

This procedure covers the receipt of eligible associate’s data from HR, approval of Compensation&
Nominations Committee till a communication is sent to the associates on the approved grant of
options.

3. ACRONYMS AND DEFINITIONS

Acronym Definition
ESOP-2000 Employee Stock Option Plan -2000
ESOP-2004 Employee Stock Option Plan-2004
ESOP-2006 Employee Stock Option Plan-2006
ESOP-2010 Employee Stock Option Plan-2010
ESOP A Employee Stock Option Plan A
TML-ESOP-B Employee Stock Option Plan B (plans converted pursuant to the
2013 amalgamation of MSat with Tech Mahindra.
TML-RSU Tech Mahindra Ltd – Restricted Stock Unit.
NSE National Stock Exchange of India Ltd
BSE BSE Ltd
NRC Nominations& Remuneration Committee
EOF Exercise of Options Form
HR Human Resources
MOM Minutes Of Meeting
ESOP Direct A third party vendor who maintains the Stock Options data
RM Reporting Manager
SO Team Stock Option Team

4. PROCEDURE OVERVIEW

Entry criteria Grant of Stock Options Exit criteria

Procedure
• Receipt of eligible associates Grant of options to
data from HR . employees and intimation
• Approval from compensation to Finance Team for
& nominations committees accounting of cost charge.
on grants made

References
Templates Checklist
Checklist for minutes data –
Procedures, Guidelines Forms

ESOP Policies & ESOP Guidelines

SEBI Guidelines

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Company-Confidential GRANT OF STOCK OPTIONS PROCEDURE

Others Resources
Laws, Regulations and Statutes applicable 1. Data from HR
2. ESOP Direct portal

Role Responsible For

Functional Head  To coordinate with the Corporate, the Compensation and Nominations
Committee relating to the Policy and its implementation
 To facilitate approval and issue of grants to eligible associates.
 To coordinate with the HR in the execution of the Policy.
 To devise and implement procedures for smooth grant of options.
Process Leader  To update validation checklists prescribed at every stage of execution.
 To ensure that all checks intended are carried out.
 To do random check and confirm the accuracy of data.
 To coordinate with the HR for the required information.
SO Team  To execute the work as per ESOP Policy/Guidelines
 To fill the validation checklists and submit to the process leader along
with the data validated.
 To report the deviations to RM
 To prepare MIS

5. PROCESS FLOW CHART

NA

6. PROCESS DESCRIPTION

Detailed Process

1. Validation of details of associates

1.1 HR sends the details of employees to whom options are recommended for grant as approved
by Advisory Council along with personal details of employees to SO Team
1.2 SO Team verifies the data received from HR and finalize the draft resolution.

2. Submission of data to Secretarial Compliance team:

The finalized draft resolution will be sent to SCM team for obtaining the approval of the Board/
NRC by way of email.
3. Approval of Compensation committee:
The SCM team shall arrange to obtain the approval of NRC either by way of circular resolution or
in a duly convened meeting of the NRC/Board. Compensation committee reviews the details
received along with the draft resolution and accords its approval for the proposed grants.

4. Verification/ Validation of inputs:

On receipt of minutes of meeting/ circular approval of NRC from the SCM team, the SO team
member validates the data as per the checklist. (Check list for Minutes data –) The checklist is
reviewed and approved by SO team lead.

5. Update masters data ESOP DIRECT

1.1 SO team member prepares a vesting schedule based on the details as per approved minutes/
circular. The Function Leader/Head of the Unit shall review and approve the vesting schedule.
1.2 The approved data shall be sent to ESOP DIRECT for pre-porting validation of the details on
their portal.
1.3 The ESOP Direct shall send the final validated file to SO team for their confirmation before
porting.
1.4 On receipt of data from ESOP Direct, SO team shall verify the same with approved minutes
and sent for final uploading.

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Company-Confidential GRANT OF STOCK OPTIONS PROCEDURE

1.5 Ones the data uploaded by ESOP Direct, they shall send upload confirmation to SO team. 1.6
1.6 The SO team member reconciles the data uploaded in ESOP DIRECT with the data as per
approved vesting schedule. SO team member and lead to ensure accuracy of data uploaded.

6. Providing access to ESOP DIRECT portal to view option details:

So team member shall send confirmation mail to ESOP DIRECT to release the grant open up
mails to employees along with pdf version of the Disclosure Document. An intimation mail is sent
by ESOP DIRECT to all the employees to whom the options were granted and uploaded in a
particular batch.

7. Send ESOP Data to Finance Team for Accounting:

SO Team, on receipt of Monthly MIS data from ESOP DIRECT shall forward the details of the
employees who have been issued grants to Finance Team for the purpose of Accounting.

8. Reconciliation & Reporting of Quarterly ASOP Details:

Reconciliation is done for each Scheme viz. grant, exercise, allotment, & cancellation during the
quarter. The reconciliation is prepared by SO Team Member and reviewed by RM on a quarterly
basis.

9. Grievance Redressal:
Any grievance received from employees in relation to the eligibility and the quantum are
redirected and redressed by respective Unit HR’s. The grievances on the accuracy and non-
receipt of intimations etc. will be handled by SO team.

7. APPLICABLE MEASUREMENTS, VERIFICATION & VALIDATION TASKS

7.1 APPLICABLE MEASUREMENTS

SLAs

S. No. Measure Measure Description UOM Target

1 Grant intimation to The grant intimation of stock options Nos. 100%
all the grantees shall be issued to the employees within
7 days from the date of grant by the
NRC.

7.2 VERIFICATION & VALIDATION TASKS

8. TAILORING CRITERIA
NA

9. DOCUMENT HISTORY

Version Date Author Reviewed by Approved by Nature of changes

(function)
1.0 7th July, Basavaiah Rajireddy Jayaraman G First Integrated Issue
2014 Peteti Suluguri

10. APPENDIX A

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