Vinculum Solutions Employees Stock Option Plan

1st September 2013

Human Resources

Vinculum Solutions Pvt. Limited

Plot-2, Building-B
The document details the ESOP Plan of Vinculum Solutions Pvt.
Infospace, Sector 62,
Noida 201307 (U.P.) Ltd.
India
Ph: 0120-2440045
ESOP Policy
Ref. No. : Vinculum/HR/ESOP/2013

Version No. : 1.0

:
Date of Issue 1st September, 2013

Document Owner : Human Resource Department

Approved By : Head – Human Resource

© Vinculum Solutions Private Limited 2012

Contents
1. SHORT TITLE, EXTENT AND COMMENCEMENT ...................................................................... 4

2. OBJECTIVE ......................................................................................................................................... 4

3. DEFINITIONS ………………………………………………………………………………………..4

4. ADMINISTRATION OF THE EMPLOYEE STOCK OPTION PLAN …………………………….4

5. ELIGIBILITY OF EMPLOYEES .......………………………………………………………………6

6. GOVERNMENT REGULATIONS ..………………………………………………………………..6

7. GENERAL RISKS …………………………………………………………………………………..7

8. ALLOCATION OF OPTIONS ………………………………………………………………………7

9. OPTIONS …………………………………………………………………………………………….8

10. SHARES ……………………………………………………………………………………………..9

11. ADJUSTMENTS UPON CHANGES IN CAPITALISATION, MERGER OR ASSET SALE …..10

12. TAX LIABILITY …………………………………………………………………………………..12

13. CHANGES IN THE TERMS AND CONDITIONS OF THE ESOP ………………………………12

14. CONFIDENTIALITY ………………………………………………………………………….…..12

15. CONTRACT OF EMPLOYMENT ……………………………………………………………..…12

16. STATUTORY COMPLIANCES …………………………………………………………………..13

17. ANNEXURE 1 ……………………………………………………………………………….……15

© Vinculum Solutions Private Limited 2012

1. SHORT TITLE, EXTENT AND COMMENCEMENT

1.1 This Plan is called the "Vinculum Solutions Employees Stock Option Plan - 2013"

1.2 It applies to the Eligible Employees of Vinculum Solutions India Private Limited. It shall be deemed to
have come into force on 31st July 2013.

2. OBJECTIVE

2.1 The objective of the Plan is to motivate the employees to contribute to the growth and profitability of the
Company. The Company also intends to use this Plan to attract and retain talent in the organization. The
Company views employee stock options as instruments that would enable the employees to share the
value they create for the Company in the years to come. This Plan has been adopted by resolution of the
Board of Directors of Vinculum Solutions Private Limited (Company), in pursuance of the enabling
authority of the members of the company in General Meeting, with the object of granting, at the
discretion of the Company, to such of the company‟s employees, as are eligible and qualify under the
Plan, Options convertible to equity shares of the company as per the terms of the ESOP Scheme, and to
be allotted Equity Shares of the Company, on Exercise of such Options.

2.2 PURPOSE

The purpose of the plan is to encourage ownership in the company‟s equity by key employees of the
Company on an ongoing basis. This plan is intended to provide an incentive for effort in the successful
operation of the Company. The Plan is established with effect from the date stated above and shall
continue to be in force until the date on which all of the options available for issuance under the Plan have
been issued and exercised.

3. DEFINITIONS

In this Plan, unless the context otherwise requires,

3.1 “Administrator" means the Company‟s Board of Directors who shall be administering the Plan in
accordance with Section 4 of this Plan hereof.

3.2 "Applicable Laws" means the legal requirements relating to Stock Option Plans, including, without
limitation, the tax, securities or business laws of India and of any stock exchange on which the Shares are
listed or quoted or any other law or legislation or any regulations rules made by the appropriate
authorities that may be applicable to this plan.

3.3 “Company” means Vinculum Solutions Private Limited, a company incorporated under the Companies
Act, 1956 and includes all fully owned Subsidiaries of the Company.

© Vinculum Solutions Private Limited 2012

3.4 "Board" means the Board of Directors of the company for the time being, as may be applicable.

3.5 “Changes in Capitalization” means any increase or decrease in the number of issued Shares resulting
from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares or any
other increase or decrease in the number of issued Shares, effected without receipt of consideration by the
Company.

3.6 “Director” means a member of the Board.

3.7 “Eligible Employee” means a confirmed full-time or part-time employee of the Company as well as the
employees of all the Subsidiaries of the company and all persons who are providing full-time or part-time
services under a contract other than employment to the Company or its Subsidiaries, who qualify for issue
of Options under this Plan and who fulfill the minimum conditions as decided by the Board.

Further provided that any director holding either by himself/herself or through his/her relative or through
any, body corporate directly or indirectly 10% or more of the outstanding share capital of the Company's
equity shares at any time from the commencement of this Plan shall not be eligible under this Plan.

3.8 “Employee” means any person, who is an employee of the Company or the Company‟s Subsidiaries. An
employee shall not cease to be an employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between company and its subsidiaries.

3.9 “Exercise” is the act of a written application being made by the Eligible Employee to the Company to
have the Options vested in him/her issued as Shares upon payment of the Exercise Price and applicable
taxes and or levies, if any. Exercise can take place as specified after vesting as detailed in Annexure
hereto.

3.10 "Exercise Period" shall have the same meaning as given in Annexure 1 hereto.

3.11 "Exercise Price" means, such price as mentioned in Annexure 1, or such amount which may be decided
by the Board from time to time that shall be paid by an Optionee at the time of Exercise.

3.12 “Merger or Asset Sale” means the buy-out of the assets and liabilities of one company by another
company in the case of a merger and sale of substantial portion of assets of a company in the case of
Asset Sale.

3.13 "Option" means a Stock Option granted by Group pursuant to the Plan. This is a right but not an
obligation granted to an Eligible Employee under the Plan to apply for shares of the company at the
Exercise Price determined earlier, during or within the Exercise Period, subject to the requirements of
Vesting.

3.14 "Optionee" means the holder of an outstanding Option granted pursuant to this Plan.

3.15 “Permanent Disability” means, with respect to a person, a physical or mental impairment of sufficient
severity that, in the opinion of the Company, the person is unable to continue performing the duties the
person performed before such impairment and that impairment or condition is cited by the Company as
the reason for termination of person‟s employment with the Company.

3.16 “Plan” means this Vinculum Solutions ESOP Plan 2013.

© Vinculum Solutions Private Limited 2012

3.17 “Reverse Stock Split” means the reduction in the number of outstanding shares of the company due to a
reverse stock split.

3.18 “Share” means the equity shares of the company having face value at INR 2 per share, as adjusted in
accordance with the Section 11 hereof.

3.19 “Stock Split” means the new outstanding shares of the company, resulting from a stock split.

3.20 “Subsidiaries” means all the unit companies of the Company, both in India and abroad, whether already
incorporated or to be incorporated.

3.21 “Vesting period” means the period, from the date of grant of Options till the date on which the Optionee
becomes eligible to exercise the Options.

3.22 “Vested Option” means an Option in respect of which the relevant Vesting Period is over.

3.23 “Unvested Option” means an Option in respect of which the relevant Vesting Period is not over.

4. ADMINISTRATION OF THE EMPLOYEE STOCK OPTION PLAN

4.1 The aggregate number of shares that shall be granted under this Plan will not exceed the total Shares of
the company as mentioned in Annexure 1.

4.2 The Board of Directors of the company shall administer the Plan. The company has a right to issue
options to the employees. Each option carries with it the right to apply for and be allotted equivalent
number of Equity shares of the company hereto, at the Exercise Price. The company has authorized the
Board to determine the eligible employees for grant of options. The company would issue options to the
Employees on the basis of the recommendation of the Board.

4.3 Subject to the provisions of the Plan, and subject to the approval of all relevant authorities, the Board
shall have the authority in its discretion:

4.3.1 To determine the Exercise Price and Exercise Period;

4.3.2 To select, determine and recommend the company‟s Employees to whom Options may from
time to time be granted hereunder. The appraisal process for determining the Employees to
whom the Option shall be granted/offered will be specified by the Board, and will be based on
criteria such as the seniority of the Employee, length of the service, performance record, merit of
the Employee, future potential contribution by the Employee and/or any such other criteria that
may be determined by the Board at its sole discretion;

4.3.3 To determine the number of Shares to be covered by each such Option granted hereunder;

4.3.4 To determine the quantum of Options to be given to each Eligible Employee or to set standards
based on their hierarchy;

4.3.5 To determine or amend the Vesting Period and the Exercise Period;

4.3.6 To approve forms of agreement for use under the Plan;

4.3.7 To determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option
granted hereunder.

© Vinculum Solutions Private Limited 2012

 4.3.8 To prescribe, amend and rescind rules and regulations relating to the Plan,

4.3.9 To determine the conditions under which Options vested may lapse in case of termination of
employment for misconduct, and

4.3.10 To construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

4.4 All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees.

5. ELIGIBILITY OF EMPLOYEES

5.1 Only bonafide confirmed eligible employee of the company as well as the employees of all the
subsidiaries of the company, either existing or as may be incorporated from time to time, advisors or
consultants of the Company, who qualify for issue of Options under this Plan and who fulfill the
minimum conditions as decided in the appraisal process are eligible in this Scheme.

5.2 The eligibility criteria are mentioned in Annexure 1.

6. GOVERNMENTAL REGULATIONS

6.1 This Plan shall be subject to all applicable laws, rules and regulations and to such approvals by any
governmental agencies as may be required. The transfer / grant / allotment of options / shares under this
plan shall entitle the Company to require the employee to comply with such requirements of law as may
be necessary in the opinion of the Company.

7. GENERAL RISKS

7.1 Participation in this plan shall not be construed as any guarantee of return on the equity investment. Any
Loss due to fluctuations in the Market Price of the equity share and the risks associated with the
investments is that of the employee / optionee alone.

8. ALLOCATION OF OPTIONS

8.1 Options will be allocated to eligible employees at a periodicity as decided by Board from time to time.
The Board will base the number of Options to be allocated to eligible employee on the criteria as
enumerated in the Annexure 1, which shall be subject to revision.

© Vinculum Solutions Private Limited 2012

9. OPTIONS:

9.1 Issue of Options:

a) The Options shall not be transferable by the Eligible Employee.

b) The Options issued to the Eligible Employees shall only be convertible into fully paid up equity shares at
par or at a premium, Exercise Price, as determined by the Board.

c) In the event of an Optionee ceasing to be an Employee of the Company by reason of resignation or

dismissal of employment due to reasons of non-performance or otherwise, the un-vested Options held by
the Optionee shall forthwith lapse.

d) In case of Options vested but not exercised the Optionee shall have to compulsorily exercise all the vested
Options to the extent exercisable within 90 days from the cessation of his employment with the Company.
In the event that the Options are not exercised within this period, the Options would lapse.

e) In the event of death of an Optionee all vested Options shall be transferred to the legal heirs / nominee of
the Optionee and can be exercised at any time within 180 days of Optionee‟s death. All the unvested shares
held by the Optionee shall forthwith lapse.

f) In the event of “Permanent Disability” of an Optionee, all vested Options granted to him would/can be
exercised at any time within the applicable Exercise Period. All the unvested shares held by the Optionee
shall forthwith lapse.

g) In the event of an Optionee being transferred from one Group Company to other at instance of or with
consent of the Company, the Optionee will continue to hold all vested Options and can exercise them at any
time within the exercise period.

All unvested Options shall vest as per the vesting schedule. The Options can be exercised at any time
within the exercise period.

h) In the event of retirement of an Optionee at the instance of or with consent of the Company the Optionee
shall have to compulsorily exercise all the vested Options to the extent exercisable within 90 days from the
date of retirement from the employment with the Company. All unvested Options held by the Optionee
shall forthwith lapse.

9.2 Vesting Period:

a) The Vesting Period for all Options to be granted under this Plan would be as indicated in
Annexure-1. However, Board of Directors has the right to change the Vesting Period for grant of
options to any Eligible Employee.

b) In case the Employee does not exercise the Options within the exercise period they will lapse and
no rights vis-à-vis the Options will accrue after that date.

c) The Employee can opt for conversion of his Options by applying to the Company during the
exercise period in a specified format.

© Vinculum Solutions Private Limited 2012

9.3 ESOP Pricing: The Exercise Price of the Options and the basis of Pricing would be decided by the
Board. However, in no event, the Exercise Price shall be lower than the face value.

9.4 Exercise of Option:

a) The Option holder may at his discretion opt for exercise of the Option during the Exercise Period
of all or some of the Options that have completed the Vesting Period.

b) Each Option entitles the holder thereof to apply for and be allotted equity shares (or multiple
thereof) of the Company at an Exercise Price as decided by the Board, any decimal being rounded
off to the nearest whole number each on the payment of the Exercise Price and all applicable
taxes, at any time during the exercise period.

c) However the exercise shall be made in a lot of such number of options as would result in a
minimum of one equity share being issued on conversion.

d) The Board shall meet once in every Quarter, and shall consider all applications received after its
previous meeting. Based on the eligibility & fulfillment of all terms of grant of Options, it shall
allot shares to the respective Eligible Employees.

e) Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the shares, notwithstanding the exercise of
the Option. The Company shall issue (or cause to be issued) such shares promptly after the
Options are exercised. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the shares are issued, except as provided in Section 11 hereof.

f) In case the Eligible Employee does not exercise the Options within the applicable Exercise Period,
options will lapse and no rights will accrue after that date.

9.5 Transfer of Options:

The Options held by the Eligible Employee are not transferable. The said Options cannot be pledged/
hypothecated/ charged/ mortgaged/ assigned or in any other manner alienated or disposed-off.

10. SHARES
10.1 Issue of Shares

After the Options are converted into shares, the shares so converted shall be subject to the terms and
conditions as mentioned below.

© Vinculum Solutions Private Limited 2012

10.2 Ranking of Shares

a) The shares arising on the exercise of the Options shall rank pari-passu with all the other equity
shares of the Company for the time being in issue, from the date of allotment. However the right
to dividend will be pro-rata from the day underlying shares came into existence.

b) However, any right attached to such shares shall be with reference to the date of allotment of the
shares.

10.3 The eligible employees shall be bound by The Articles of Association and the shares arising on the
exercise of the Options would be subject to terms & conditions as applicable to such shares as per the
Articles of Association.

10.4 The Board shall have the right to determine such restrictions as they deem fit in respect of Shares to be
issued under this Plan.

10.5 In the event the investors of the Company (hereinafter the “Investor”), require all shareholders of the
Company (i) to transfer all or a portion of their shares along with the shares held by the Investor, subject
to the terms specified in the Articles of Association of the Company; or (ii) to participate in a sale other
than by way of sale of the Company‟s shares including merger of the Company with other entity, sale of
the business and consequent liquidation in any other manner on the terms and conditions determined by
the Investor, subject to the terms specified in the Articles of Association of the Company, then the
Investor shall have the right to require the Eligible Employee to sell all or such number the shares granted
under the Plan at the same price and in the same manner at which the Investor are selling their shares,
subject to the terms specified in the Articles of Association of the Company.

11. ADJUSTMENTS UPON CHANGES IN CAPITALISATION, MERGER OR ASSET SALE

11.1 Changes in Capitalization:

11.1.1 Stock Split, Reverse Stock Split, Combination & Reclassification:

Subject to any required action by the shareholders of the Company, the number of shares covered by each
outstanding Option, and the number of Shares which have been authorized for issuance under the Plan but
as to which no Options have yet been granted or which have been returned to the Plan upon cancellation
or expiration of an Option, as well as the price per share covered by each such outstanding Option, shall
be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a

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© Vinculum Solutions Private Limited 2012

 stock split, reverse stock split, combination or reclassification of the Shares, or any other increase or
decrease in the number of issued Shares effected without receipt of consideration by the Company. The
conversion of any convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the
shares subject to an Option.

However, such adjustment to the Exercise Price shall not make the Exercise Price below face value of the
Shares to be issued against the Options.

11.1.2 Bonus Issue:

In the event of a bonus issue of securities being made by the Company the, said holder would be entitled
to apply for and be allotted proportionately higher number of Options, in relation to both vested and
unvested options, exercisable on the same terms as of the original Options except the exercise price. The
per Option exercise price of aggregate of original Options and bonus Options will be the aggregate
exercise price of the number of options eligible for grant of bonus Options divided by the aggregate
number of original Options (eligible for bonus Options) and bonus Options. For the purpose of the
Vesting period and Exercise period, the Bonus options will be treated at par with the original options on
which the bonus options have been issued. Such higher number of Options allotted to the Optionee would
be subjected to the same exercise period as that of the Original Options.

The exercise price under any circumstances would not be less than the par value per share.

11.1.3 Right Issue:

In the event of a rights issue of shares being made by the Company during the vesting period, adjustment,
if any, to the Exercise Price and number of Options of the said holder would be decided by the Board at
its absolute discretion.

11.2 Merger or Asset Sale:

In the event of a merger of the Company with or into another corporation, or the sale of substantially all
of the assets of the Company or sale of controlling stake in the Company, the Board shall have power to
decide on the outstanding Options including but not limited to its vesting period, exercise period, exercise
price, & sale price, based on the recommendation of the Board. The Board decision in this respect shall be
conclusive, final and binding on the Option holder. The Administrator shall notify the Optionee in writing
or electronically on the decision taken by the Board.

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© Vinculum Solutions Private Limited 2012

12. TAX LIABILITY:

12.1 In the event of any tax liability arising on account of the issue of the Options/conversion into
shares/transfer of shares or any other event, to the Eligible Employee, the liability shall be that of the said
Eligible Employee alone whether such liability accrues to the eligible employee or to the company.

12.2 In the event of any tax liability arising on account of the ESOP to the Company, the company on the
advice of the Board shall have the right to cause the shares issuable under this ESOP to be sold or
otherwise alienated or to have the Options nullified to meet the liability on behalf of the Employee(s) in
the event such tax liability is not paid by the eligible employee to the company. It is specifically clarified
that the Company, on the advice of the Board, shall allow exercise of vested shares by the eligible
employee only on such eligible employee bearing the cost of any tax, more specifically tax on
Perquisites.

13. CHANGES IN THE TERMS AND CONDITIONS OF THE ESOP:

The Board of Directors may at any time at its discretion change the terms and conditions of the ESOP. The
Board may also suspend or terminate the Scheme, in full or in part, with prospective effect. This however
will not be to the detriment of the existing option holders or the eligible employees already allotted shares
under the ESOP.

14. CONFIDENTIALITY:

14.1 The Eligible Employee who holds any Options / shares under the ESOP shall not divulge the details of
the scheme and his holding to any person except with the prior permission of the Company obtained in
writing.

14.2 The Eligible Employee shall enter into such agreement, as the Company may desire from time to time to
more fully and effectively implement this scheme.

15. CONTRACT OF EMPLOYMENT:

15.1 This scheme shall not form part of any contract of employment between the Company and the Eligible
Employee. The rights and obligations of any individual under the terms of his/her office or employment
with the Company is independent of, and shall not be affected by, his/her participation in this scheme or
any right which he may have to participate in it.

15.2 Nothing in this scheme shall be construed as affording such an individual any additional rights as to
compensation or damages in consequence of the termination of such office or employment for any
reason.

15.3 This scheme shall not confer on any person any legal or equitable rights against the Company either
directly or indirectly or give rise to any cause of action in law or equity against the Company.

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© Vinculum Solutions Private Limited 2012

15.4 This scheme is purely at the discretion of the Company.

16. STATUTORY COMPLIANCES

16.1 Accounting Issues:

In respect of options granted during any Accounting period, the accounting value of the options shall be
treated as another form of employee compensation in the financial statements of the Company and shall
be in accordance with the governing accounting pronouncements prevailing in India.

The Accounting Value of the options shall be equal to the aggregate Fair Market Value of such options
granted during the year minus the value at which the Options are granted to the employees. Such
Accounting Value shall be amortized on a straight-line basis over the vesting period.

“Fair Market Value” per share shall be determined as follows:

In case the company is listed in Stock Exchange, the fair value shall be determined in accordance with the
SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

In case the company is unlisted, the fair market value of the shares shall be such value as may be certified
by a Chartered Accountant.

In the event the Fair Market Value is defined in any of the applicable accounting pronouncements from
time to time, then the Company can adopt such value.

16.2 Company Law issues:

ESOP cannot be offered to employees of a company unless the shareholders of the company approve
ESOP by passing a special resolution in the general meeting.

16.3 Taxation

a) The Income Tax Laws and Rules in force will be applicable.

b) The Company shall have the right to deduct from the employee‟s salary, any tax obligations
arising in connection with the Employee Stock Option or the Shares acquired upon the Exercise
thereof.

Employees under the ESOP Plan undertake to pay any or all taxes that may arise or accrue to themselves
or to the company on vesting, exercise or eventual sale of the Options or underlying shares as
contemplated under this plan. The eligible employees under this Plan further shall agree and undertake to
indemnify the company in respect of any cost, tax or outgo that the company may incur in this regard.

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© Vinculum Solutions Private Limited 2012

16.4 SEBI (Insider Trading) Regulations and
SEBI (Prohibition of Fraudulent and Unfair Trade practices relating to Securities Market)
Regulations

These Regulations restrict and prohibit dealings by persons who can be said to be insiders to a listed
Company. The prohibited dealings in shares are those, which are made on the basis of „unpublished price-
sensitive information‟. Such insiders, by being close to the company and being aware of the day-to-day
events and plans of the Company, may deal in the shares of the company and profit once the information
that is not known to the general public. The SEBI has placed onus of ensuring that proper systems are in
place to avoid Insider Trading on the Board.

The Company has to obtain an undertaking from the employee in regard not to indulge in insider trading.
The Company should also obtain the undertaking from employee for not to indulge in fraudulent and
Unfair Trade practices relating to shares of the Company.

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© Vinculum Solutions Private Limited 2012

Annexure 1:

Norms Applicable for the Vinculum Solutions ESOP Plan – 2013

Eligibility Criteria:

A full time or part time employee of the Company or of its subsidiary, advisor or consultant of the
Company or of its subsidiary shall be eligible to participate in ESOP of the company. Such eligible
employee would necessarily need to be recommended for the grant of Options by the Board authorized by
the company for this purpose in order to be issued options pursuant to the ESOP plan.

Vesting:

The Options shall be vested to the Employees as per the following schedule:

Period Vesting %

Vesting 1 20% of the Options granted at the end of 12 months from

the date of grant

Vesting 2 20% of the Options granted at the end of 24 months from

the date of grant

Vesting 3 30% of the Options granted at the end of 36 months from

the date of grant

Vesting 4 30% of the Options granted at the end of 48 months from

the date of grant

Exercise Period:

The employee shall exercise his options during the exercise period, which as per the Exercise schedule at
the Exercise price for the employees who are in continuous service.

In case the employee resigning from employment of the Company or whose employment the Company
terminates, then all the vested options shall be exercised within such period specified in clause 9 of this
document.

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ESOP Pricing:

The ESOP will be priced at the rates specified hereunder

All Options granted would have the price as determined by Board while granting the Options. However, no
Option can have the Exercise Price less than par value of the shares, which is presently at INR 2/- per
share.

Limit on total shares to be issued:

The number of shares that shall be granted under this Plan will not exceed the total ESOP pool of the
Equity Shares of the Company.

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© Vinculum Solutions Private Limited 2012