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Board Resolution For Grant Of Options for India

Board Resolution For Grant Of Options Template for India

A formal document recording the resolution passed by a company's Board of Directors in India to approve and authorize the grant of stock options to eligible employees under the company's ESOP scheme. The document complies with the Companies Act, 2013 and SEBI regulations (for listed companies), detailing the specific terms of option grants, including the number of options, exercise price, vesting schedule, and exercise period. It serves as official evidence of the board's approval and provides the necessary authorization for implementing the ESOP grants.

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Board Resolution For Grant Of Options

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What is a Board Resolution For Grant Of Options?

A Board Resolution For Grant Of Options is a crucial corporate document required under Indian law when a company wishes to grant stock options to its employees. This resolution is mandatory under the Companies Act, 2013 and, for listed companies, must comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The document is typically prepared following the approval of an ESOP scheme and is used to formally record the board's decision to grant options to specific employees, including key terms such as the number of options, exercise price, and vesting conditions. It serves multiple purposes: ensuring corporate governance compliance, providing clear documentation for regulatory filings, and establishing the legal basis for option grants.

What sections should be included in a Board Resolution For Grant Of Options?

1. Title and Date: Specifies the company name, type of resolution, and date of the board meeting

2. Directors Present: List of directors who attended the meeting, including chairperson details

3. Background: References to existing ESOP scheme, previous board/shareholder approvals, and context for the current resolution

4. Main Resolution Text: The core resolution text approving the grant of options, including number of options, exercise price, and grantee details

5. Terms of Grant: Specific terms including vesting schedule, exercise period, and conditions attached to the options

6. Compliance Statement: Statement confirming compliance with relevant laws and regulations

7. Authorization: Authority given to specific officers to execute necessary documents and take required actions

8. Closure: Standard closing text with chairman's signature and date

What sections are optional to include in a Board Resolution For Grant Of Options?

1. Performance Conditions: Include when options are subject to specific performance criteria or conditions

2. Pool Expansion: Required when the resolution includes increasing the ESOP pool size

3. Special Categories: Include when grants are being made to specific categories like independent directors or consultants

4. Foreign Employee Provisions: Include when options are being granted to employees based outside India

5. Variation to Standard Terms: Include when any terms differ from the standard ESOP scheme terms

What schedules should be included in a Board Resolution For Grant Of Options?

1. List of Option Grantees: Detailed list of employees receiving options with specific grant details

2. Vesting Schedule: Detailed breakdown of the vesting schedule and conditions

3. Existing ESOP Scheme Extract: Relevant extracts from the existing ESOP scheme referenced in the resolution

4. Form of Grant Letter: Template of the option grant letter to be issued to grantees

5. Compliance Checklist: Checklist confirming compliance with various regulatory requirements

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions





























Clauses




















Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

E-commerce

Professional Services

Telecommunications

Retail

Information Technology

Biotechnology

Real Estate

Education

Consulting

Relevant Teams

Legal

Human Resources

Company Secretarial

Compliance

Finance

Board of Directors

Corporate Governance

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Financial Officer

Head of Human Resources

Legal Counsel

Compliance Officer

Board Director

Independent Director

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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