SUVEN STOCK OPTION AGREEMENT
A. GRANT OF OPTION
SUVEN LIFE SCIENCES LIMITED (“SUVEN”) hereby
grants to the Optionee named in the Notice of Grant attached to this Agreement
(the “Optionee”) an option (the “Option”) to purchase
the number of Equity Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the “Exercise
Price”), subject to the terms and conditions of the Plan.
B. EXERCISE OF OPTION
1. Right to Exercise:
The Optionee is hereby given the right to exercise the
Option during its term in accordance with the Vesting Schedule set out
in the Notice of Grant and the applicable provisions of the Plan in addition
to this Option Agreement.
2. Method of Exercise:
This Option is exercisable by delivery of an exercise
notice, which will be made available to the Employee on demand (the “Exercise
Notice”). Such Exercise Notice shall state the election of the Optionee
to exercise the Option, the number of Equity Shares in respect of which
the Option is being exercised (the “Exercised Equity Shares”),
and such other representations and warranties as may be required pursuant
to the provisions of the Plan. The Exercise Notice duly filled in and
completed by the Optionee shall be delivered to SUVEN. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to
all Exercised Equity Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price.
3. Allotment of Exercised Shares:
On receipt of such Exercise Notice from the Employee,
SUVEN shall take necessary steps as per the applicable provisions of law
on the date of exercise of Options, for allotting the Exercised Equity
Shares to the Employee by the appropriate authority within such time as
may be decided by the Compensation Committee.
4. Termination Period:
Subject to Applicable Laws, this Option may be exercised
within three (3) months after the Optionee ceases to be an employee. Subject
to Applicable Laws, upon the death of the Optionee, the legal heirs or
nominee(s) of the Employee may exercise this Option for one year from
the date of death. In the event of permanent disability, subject to applicable
Laws, the Employee may exercise this Option for one year from the date
of such permanent disability. In no event shall this Option be exercised
later than the Term/Expiration Date as provided herein above.
5. Method of Payment:
Payment of the aggregate Exercise Price for the number
of shares opted for exercise shall be by cheque or Demand Draft payable
at Hyderabad in favour of SUVEN LIFE SCIENCES LTD and shall accompany
the notice of exercise.
6. Non - Transferability of Option:
Options granted to Optionee shall not be transferable
to any person(s), and no person(s) other than the Employee to whom the
option is granted shall be entitled to exercise the option, subject to
the provisions as stipulated under clause No. 4 herein. The option granted
to the Employee shall not be pledged, hypothecated, mortgaged or otherwise
alienated in any other manner, without the consent of SUVEN. This Option
may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution by nomination by the Optionee and may
be exercised during the specified period, but in any case not later than
the Term/Expiration Date mentioned in the Notice of Stock Option Grant.
The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors, nominees and assignees
of the Optionee.
7. Term of Option :
This Option shall be exercised only within the term set
out in the Notice of Grant, and shall be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.
8. Other terms of the Option Agreement:
a) The Optionee agrees that SUVEN shall, at all times,
have the first lien on all such shares which forms the subject matter
of this agreement, to recover any and all amounts, of any nature whatsoever,
payable by the Optionee either to SUVEN (in discharge of any agreement
with SUVEN) or to any statutory authority in discharge of any obligations
with regard to the Plan.
b) The Optionee agrees that the Plan shall not form part
of any contract of employment between SUVEN and the Optionee and she/
he shall never be entitled to the same by way of right. The rights and
obligations of the Optionee under the contract of employment shall not
be affected by her/ his participation in the Plan, subject to following
i) The Optionee hereby agrees that he/she shall at all
times keep confidential any and all information which he/she may have
acquired during his/her association with SUVEN and shall not violate any
of the Intellectual Property Rights vested in SUVEN and shall avoid disclosure
or use of confidential information of SUVEN. Any breach of this provision
shall entitle SUVEN to terminate the Optionee’s services immediately
without notice and the Optionee’s rights under the Plan shall stand
terminated with immediate effect. The decision of Compensation Committee
in this regard shall be final and binding.
ii) The Optionee agrees not to compete with SUVEN in
any area of its operation for a period of one year from the cessation
of his/her services with SUVEN for whatever reason, either directly or
through his/ her relatives, representatives etc.
iii) The Optionee undertakes to abide by and comply with
the existing provisions/stipulations as envisaged under Insider Trading
Policy of SUVEN (including amendments from time to time).
c) It is also agreed that the Plan shall not accord the
Optionee any additional right(s) to compensation or damages in consequence
of the termination of such office or employment for any reason.
d) The Optionee agrees that SUVEN has not guaranteed
any return to the Optionee on the securities envisioned under this agreement.
Any loss due to fluctuation in the market price of the security including
the shortfall in the expectations or projections and the risks employed
with such securities shall be to the account of the Optionee alone.
e) The Optionee hereby acknowledges that he/she has read
the terms and conditions of the Plan and this agreement. The Optionee
acknowledges that he/she has reviewed the Plan and this Option Agreement
in its entirety, has had sufficient opportunity/time to obtain the advice
of his/her counsel prior to executing this Option Agreement and fully
understood all provisions of the Plan and the Option Agreement and after
understanding the consequences thereof, has agreed to the same.
C. ENTIRE AGREEMENT; GOVERNING LAW.
The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of SUVEN
and Optionee, if any, with respect to the subject matter hereof, and may
not be modified adversely to the Optionee’s interest except by means
of a writing signed by SUVEN and Optionee. This agreement is governed
by the applicable laws as defined in the Plan. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions
of this Option Agreement, the terms and conditions of the Plan shall prevail.
D. NO GUARANTEE OF CONTINUED SERVICE.
The Optionee acknowledges and agrees that the vesting
of equity shares pursuant to the vesting schedule hereof is earned only
by continuing as an employee at the will of the company. The Optionee
further acknowledges and agrees that this agreement, the transactions
contemplated hereunder and the vesting schedule set forth herein do not
constitute an express or implied promise of continued engagement as an
employee for the vesting period or for any period, or at all, and shall
not interfere with the Optionee’s right or SUVEN’s right to
terminate Optionee’s relationship as an employee at any time, with
or without cause.
All disputes and claims arising under this Agreement
and / or under the ESOP shall be referred to the sole arbitration of the
Managing Director of SUVEN or his nominee and the award by the Managing
Director or his nominee shall be binding. All Arbitration proceedings
shall be in accordance with the provisions as laid down under the Indian
Arbitration and Conciliation Act, 1996 or any statutory modification or
enactment thereof. The venue of Arbitration shall be at Hyderabad. The
Courts at Hyderabad shall have the exclusive jurisdiction over this understanding
All notices required to be given under this Agreement
shall be given in writing and shall be deemed to have been given if given
at the below addresses, respectively:
(i) When hand delivered during normal business hours
of the recipient, acknowledgment taken.
(ii) If transmitted by facsimile during normal business
hours of the recipient; proof of delivery taken. All fax notices shall
be followed by a copy sent by registered mail/ first class courier, return
(iii) If mailed by registered mail/ first class courier,
return receipt requested, within five working days of posting.
G. FORCE MAJEURE.
Neither party shall be liable for damages for any delay
or failure to perform its obligations hereunder, if such delay or failure
is due to causes beyond its control or without its fault or negligence,
including, without limitation, strikes, riots, wars, fires, epidemics,
quarantine restrictions, unusually severe weather, earthquake, explosions,
acts of God or state or any public enemy, or acts mandated by any applicable
laws, regulation or order (whether valid or invalid) of any governmental
body. In case there is any change in the address of the Optionee, same
shall be communicated in writing to SUVEN. In witness whereof, the Optionee
and SUVEN have set their hands to the Agreement to be effective from the
Date of Grant.
||for SUVEN LIFE SCIENCES LTD
|Signature : _________________
Name : __________________________
Id.No : ________
Date : _________________
|Address : _______________________________ Serene
Chambers, Road No 7, Banjara Hills,
_______________________________________ Hyderabad – 500 034
|Signature : _______________________
Name : _______________________
Address : _______________________
|Signature : _______________________
Name : _______________________
Address : _______________________