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Amendments to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

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..... of India Act, 1992, it has been decided to amend the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter referred to as the SEBI (ESOS ESPS) Guidelines ). 2. The full text of the amendments is given in Annexure I and the amendments are explained in brief as under: (i) Eligibility of nominee directors for ESOS (a) Presently, as per SEBI (ESOS ESPS) Guidelines, an employee (including a director of a company / its holding company / its subsidiary, whether such director is a whole-time director or not) is eligible to participate in the ESOS of the company, if such employee is not a promoter, does not belong to the promoter group and is not a director, who, either by himself or thr .....

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..... vesting, in line with the accounting treatment provided by ICAI in this regard. 3. The amendments made vide this circular shall come into force with immediate effect. 4. This circular and the entire text of SEBI (ESOS ESPS) Guidelines, including the amendments issued vide this circular, are available on SEBI website at www.sebi.gov.in under the categories Legal Framework and Issues and Listing . Yours faithfully, Neelam Bhardwaj Encl.: Annexure I ANNEXURE I AMENDMENTS TO SEBI (ESOS ESPS) GUIDELINES, 1999 1. After clause 4.1, the following Explanation shall be inserted, namely:- Explanation : Where such employee is a director nominated by an institution as its representative on the Board o .....

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..... oyee compensation in accordance with clause (b), the amount shall be amortised as under : (i) Where the scheme does not provide for graded vesting, the amount shall be amortised on a straight-line basis over the vesting period. (ii) Where the scheme provides for graded vesting - (1) the vesting period shall be determined separately for each separate vesting portion of the option, as if the option was, in substance, multiple option and the amount of employee compensation cost shall be accounted for and amortised accordingly on a straight-line basis over the vesting period; or (2) the amount of employee compensation cost shall be accounted for and amortised on a straight-line basis over the aggregate vesting period of .....

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