Notice

The options shall vest in employees subject to continuing employment with the Company or any Tata Company (as defined in the Scheme) on the Company achieving certain performance matrices (such as market share, EBITDA and positive cash flows as per the Company’s standalone financials). NRC would determine the said matrices, detailed terms and conditions relating to such vesting including the proportion in which options granted would vest.

The Options would vest in three tranches i.e. June 2021, June 2022 and June 2023 where after the grantees would have the right to subscribe to the Ordinary Shares during the Exercise Period.

Where an Eligible Employee discontinues to be in the permanent employment of the Company due to:

• Resignation or Termination of services: All the options which are granted and yet not vested as on that day shall expire and the vested options should be exercised on or before the date of such discontinuation. For employees whose office has been terminated due to misconduct during the period, the number of options vested as on that day would lapse in accordance with the terms and conditions detailed in the Scheme
• Retirement: The number of options granted would be pro-rated to the employee’s remaining years of service as on the date of the grant. The vesting and exercise period would be as per the Scheme.
• Transfer to a Tata Company: Options would vest on prorata basis for the period served with the Company, subject to the employee continuing to serve a Tata Company on the date of vesting. The vesting and exercise period would be as per the Scheme
• Death: All the options granted to the employee till such date shall vest in his/her legal heirs or nominees.
• Permanent incapacity: All the options granted to the employee as on the date of permanent incapacitation, shall vest in him/her on that day.

An employee can be granted long leave (defined as a period of not more than one year in line with the Company’s Sabbatical Policy). Where an Eligible Employee is on long leave at any time during the period of grant of options up till the vesting date, the options would be granted or vested on pro-rata basis for the period (after adjusting the period of long leave).

Options granted under TML ESOP Scheme 2018 would vest within a maximum period of 5 (five) years from the date of grant of such options. f.

The Exercise Price shall be Rs.345/- (Rupees Three Hundred and Forty Five Only) per option, which is based on the 90 days average market price of the Company’s Ordinary Shares as of May 23, 2018 (the date of approval of the Scheme by NRC and Board). In case of new appointments or promotions, the Exercise Price would be based on the average market price of the Ordinary Shares quoted on the stock exchange of India having the highest trading volumes for the Company’s Ordinary Shares during the period of 90 days preceding the date of grant by the NRC.

The Exercise Price may be adjusted for any corporate action(s), as may be decided by the Board.

The Exercise Period would commence from the date of vesting of options and will expire at the end of one year from the date of vesting of options. NRC may extend the Exercise Period by a further period of two years, as it may deem fit.

The options will be exercisable by the employees by a written application to the Company accompanied by payment of the Exercise Price in such manner and on execution of such documents, as may be prescribed by the NRC from time to time.

The options will lapse if not exercised within the specified Exercise Period. Lapsed options cannot be re-issued by the Company.

The appraisal process for determining the eligibility of the employees to the options at the time of grant and to the number of Ordinary Shares at the time of vesting will be decided by the NRC from time to time.

The number of options that may be granted to an Eligible Employee under the Scheme in any one year would not exceed 3,35,000 options and in aggregate the maximum number of options would not exceed 1,38,00,000 options (representing 0.406% of the total issued share capital of the Company). The options granted and the Exercise Price shall be adjusted for any corporate action(s) such as rights issues, bonus issues, stock splits, consolidation of shares, change in capital structure, merger, sale of division/undertaking or other re-organization, as applicable under the terms and conditions detailed in the Scheme and the decision of the Board shall be final in respect of such adjustment.

The maximum quantum of benefits underlying the options issued to an Eligible Employee shall depend upon the number of options held by him/her and the market price of the Ordinary Shares as on the date of sale.