Para 7 - Variation of terms of ESOS - SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

7. Variation of terms of ESOS: 7.1 The company shall not vary the terms of the ESOS in any manner, which may be detrimental to the interests of the employees. 7.2 The company may by special resolution in a general meeting vary the terms of ESOS offered pursuant to an earlier resolution of a general body but not yet exercised by the employee provided such variation is not prejudicial to the interests of the option holders. 7.3 The provisions of clause 6.3 shall apply to such variation of terms as they do to the original grant of option. 7.4 The notice for passing special resolution for variation of terms of ESOS shall disclose full details of the variation, the rationale therefor, and the details of the employees who are beneficiary of such variation. [1] [7.5 A company may reprice [2] [the options which are not exercised, whether or not they have been vested] if ESOSs were rendered unattractive due to fall in the price of the shares in the market. Provided that the company ensures that such repricing shall not be detrimental to the interest of employees and approval of shareholders in General Meeting has been obtained for such repricing.] ***** [1] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for any repricing of options done on or after June 30, 2003. [2] Substituted for the options which are not exercised , vide circular no. SEBI/CFD/DIL/ESOP/3/ 2004/22/7 dated July 22, 2004, for any repricing of options done on or after June 30, 2003.