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Board Resolution For Grant Of ESOP Template for India

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Key Requirements PROMPT example:

Board Resolution For Grant Of ESOP

"Need a Board Resolution for Grant of ESOP for our Series B startup to allocate 100,000 stock options to senior management, with a four-year vesting schedule and specific performance conditions tied to our planned IPO in 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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