Anthem Employee Stock Option Plan 2024

1. Name, Objective and Term of the Plan

This Employee Stock Option Plan shall be called the ‘Anthem Employee Stock Option Plan 2024’ (hereinafter referred to as “ESOP 2024”/ “Plan”).
The objectives of the Plan are to:
– motivate and incentivize its key employees for their association with the Company or its Subsidiary Company(ies), as the case may be;
– attract and retain key talents of the Company or its Subsidiary Company, as the case may be, by way of rewarding them for their high performance and motivating them to contribute to the overall growth and profitability of the Company or its Subsidiary Company(ies), as the case may be; and
– enable the Employees not only to become co-owners, but also to create wealth out of such ownership in future.
The Plan is established with effect from 15th April, 2024, i.e., the date on which the Shareholders of the Company have approved the Plan and it 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.

2. Definitions and Interpretation

1. Definitions:

1. “Applicable Law” means every rule, regulation or law relating to Employee Stock Options, including, without limitation, the Companies Act, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 including any enactment or re-enactment thereof, and all relevant tax, securities, exchange control or corporate laws of India and any amendments thereto.
2. “Board” means the Board of Directors of the Company, from time to time.
3. “Committee” means Nomination and Remuneration Committee (“NRC”) formed in accordance with the Companies Act, read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended.
4. “Companies Act” means the Companies Act, 2013 read with rules issued thereunder from time to time and includes any statutory modifications or reenactments thereof.
5. “Company” means Anthem Biosciences Limited, a company incorporated in India under the provisions of the Companies Act, 1956 having its registered office at No. 49, F1 & F2, Canara Bank Road Bommasandra Industrial Area, Phase I, Bommasandra, Bangalore, Karnataka, India, 560099.
6. “Company Policies/Terms of Employment” means and includes without limitation, the Company’s policies for Employees and the terms of employment as contained in the employment letter and the Company handbook (in each case, as amended from time to time), which includes provisions requiring a desired level of performance, securing confidentiality, non-compete and non-poaching of other Employees and customers.
7. Company Policies/ Terms of Employment of Subsidiary Company(ies) as regards an Option Grantee on the payrolls of such Subsidiary Company(ies) shall be deemed to be “Company Policies/ Terms of Employment” for such Option Grantee.
8. “Director” means a member of the Board of the Company.
9. “Eligibility Criteria” means the criteria as may be determined from time to time by the committee for granting the Options to the Employees.
10. “Employee” means
  1. an employee as designated by the company, who is exclusively working in India or outside India; or
  2. a director of the company, whether a whole time director or not, including a non-executive director who is not a promoter or member of the promoter group, but excluding an independent director; or
  3. an employee as defined in sub-clauses (i) or (ii), of a group company including subsidiary or its associate company, in India or outside India, or of a holding company of the company, but does not include—
    1. an employee who is a promoter or a person belonging to the promoter group; or
    2. a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the company
11. “Employee Stock Option” means an option granted to an Employee, which gives such Employee the right, but not an obligation, to purchase or subscribe at a future date the Shares underlying the Option at a pre-determined price.
12. “Exercise” of an Option means expression of an intention by an Employee to the Company to purchase the Shares underlying the Options vested in him, in pursuance of the Plan, in accordance with the procedure laid down by the Company for Exercise of Options.
13. “Exercise Period” means such time period commencing after Vesting within which the Employee should Exercise the Options vested in him in pursuance of the Plan.
14. “Exercise Price” means the price payable by an Option Grantee in order to Exercise the Options granted to him in pursuance of the Plan.
15. “Fair Market Value” shall mean: (i) for grants prior to the IPO, value as determined by an independent valuer, appointed by the Board/committee; (ii) for grants post IPO, the latest available closing price, prior to the date of the Committee meeting, in which Options are granted, on the stock exchange on which the Equity Shares of the Company are listed. The value which Board/committee accepts as the Fair Market Value in accordance with the foregoing norms shall be final and binding on all parties.
16. “Grant” means the process by which the Company issues Options to the Employees under the Plan.
17. “Independent Director” means a Director within the meaning of Section 149(6) of the Companies Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), 2015.
18. “Initial Public Offering” or “IPO” means an initial public offering by the Company and the consequent Listing.
19. “Listing” means listing of the Company’s Shares on any recognized Stock Exchange in India which includes listing of Shares pursuant to initial public offering of Shares as per Applicable Laws.
20. “Liquidity Event” means any of the following events:
  1. Shareholder Liquidation event conferring a right of drag along to the Current Shareholders in terms of provisions of Sub-clause 8.2(b) below;
  2. Listing of Equity Shares on a Recognized Stock Exchange in terms of provisions of Sub-clause 8.2(a) below;
  3. Purchase by an investor pursuant to Shareholder Liquidation in terms of provision of Sub-clause 8.2(b) below;
  4. Any other event, which the Committee may designate as a liquidation event for the purpose of Anthem Employee Stock Option Plan 2024 including but not limited to the following:
  5. 6 months from the date of Listing of Shares at the Recognized Stock Exchange in case Vested Options are not exercised by the Employees in terms of sub- clause 8.2(a).
  6. 6 months from the completion of the Vesting Period for the Unvested Options as on the date of issue of notice under sub-clause 8.2(a)
21. “Misconduct” means any of the following acts or omissions by an Employee in addition to any provisions prescribed in the offer or terms of employment amounting to violation or breach of terms of employment as determined by the Committee after giving the Employee an opportunity of being heard:
  1. dishonest statements or acts of an Employee, with respect to the Company;
  2. any misdemeanor involving moral turpitude, deceit, dishonesty, embezzlement, misappropriation of funds, theft of assets, forgery or fraud committed by the Employee;
  3. gross negligence, misconduct or insubordination of the Employee in connection with the performance of his duties and obligations towards the Company;
  4. breach by the Employee of Company Policies/Terms of Employment;
  5. participating or abetting a strike in contravention of any law for the time being in force;
  6. misuse of intellectual property of the Company or any loss to goodwill or repute of the Company;
  7. any action which has a material adverse impact on the operations or prospects of the Company as decided by the Committee;
  8. Joining a competition or indulging in the activities of non-solicit within the applicable period as set out in the Terms of Employment while holding any outstanding rights under this Plan, such separated Employees shall be deemed as Employees separated due to ‘Misconduct’ and applicable provisions shall apply from such date; and/or
  9. proven involvement in sexual harassment and Prevention of Sexual Harassment Act (POSH) related incidences by internal complaint committee or any other competent internal/external authority for committing, enabling or ignoring incidences directly or indirectly related to Sexual Harassment or issues covered under POSH.
22. “Option” means Employee Stock Option within the meaning of this Plan.
23. “Option Grantee” means an Employee who has been granted an Option in pursuance of the Plan and having a right but not an obligation to Exercise the Options and shall deem to include nominee/ legal heir of such Option Grantee in case of death of Option Grantee to the extent provisions of the Plan is applicable.
24. “Permanent Incapacity” means any disability of whatsoever nature, be it physical, mental, or otherwise, which incapacitates or prevents or handicaps an Employee from performing any specific job, work, or task which the said Employee was capable of performing immediately before such disablement, as determined by the Committee based on a certificate of a medical expert identified by the Committee.
25. “Promoter” means a person:
  1. who has been named as such in a prospectus or is identified by the Company in the annual return;
  2. who has control over the affairs of the Company, directly or indirectly whether as a shareholder, Director or otherwise; or
  3. in accordance with whose advice, directions, or instructions the Board is accustomed to act:
  Provided that nothing in Sub-clause (c) shall apply to a person who is acting merely in a professional capacity.
26. “Promoter Group” means
  1. an immediate relative of the Promoter (i.e., spouse of that person, or any parent, brother, sister, or child of the person or of the spouse); and/or
  2. such other persons as may be designated as being part of a promoter group in terms of any Applicable Law.
27. “Recognized Stock Exchange” means National Stock Exchange of India Limited, Bombay Stock Exchange Limited or any other SEBI recognized stock exchange in India on which the Company’s shares are listed or to be listed
28. “Retirement” means retirement as per the prevailing rules of the Company.
29. “Shares” means equity shares of the Company of face value of Rs. 2 (Two) each fully paid-up including the equity shares arising out of the Exercise of Options granted under the Plan.
30. “Shareholder” means a person who holds Shares in the paid-up equity share capital of the Company at the relevant point in time.
31. “Shareholders Liquidation” means sale or transfer of Shares held by the Current Shareholders, in one or more tranches, resulting in an event of:
  1. Any merger, amalgamation, consolidation, reconstitution or similar transaction with or into another person (“Acquirer) or Acquirer’s affiliates, nominees, group or associate companies or its shareholders (“Acquirer Group”) following which the Acquirer or Acquirer Group immediately post such transaction (or a series of related transactions): (i) would hold at least 50% of the outstanding voting power of the Company or the surviving or acquiring entity; or (ii) would control the composition of the board of directors of the surviving entity;
  2. Sale or transfer of the Shares to one or more persons or a group of affiliated persons (other than underwriter of the Shares) if, after such sale of transfer, such one or more persons or group of affiliated persons would hold control of the Company;
  3. Sale, transfer or other disposition of assets and properties of the Company, where such assets and properties constitute at least 50% of the value of all assets and properties of the Company
  4. Commencement of any proceedings for the liquidation, dissolution or winding up of the company either through a member’s or creditors’ voluntary winding-up process or a court directed winding up process.
32. “Stock Exchange” means the National Stock Exchange of India Limited, BSE Limited or any other recognized stock exchanges in India on which the Company’s Shares are listed or to be listed in future.
33. “Subsidiary Company” means any present or future subsidiary of the Company, as per the provisions of the Companies Act/Applicable Law.
34. “Unvested Option” means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to Exercise the Option.
35. “Vested Option” means an Option in respect of which the relevant Vesting Conditions have been satisfied and the Option Grantee has become eligible to Exercise the Option.
36. “Vesting” means earning by the Option Grantee, of the right to Exercise the Options granted to him in pursuance of the Plan.
37. “Vesting Condition” means any condition subject to which the Options granted would vest in an Option Grantee.
38. “Vesting Period” means the period during which the Vesting of the Option granted to the Employee, in pursuance of the Plan takes place.

2. Interpretation

In this Plan, unless the contrary intention appears:

the clause headings are for ease of reference only and shall not be relevant to interpretation;
a reference to a clause number is a reference to its sub-clauses;
words in singular number include the plural and vice versa;
words importing a gender include any other gender;
a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference.
The terms defined in the Plan shall for the purposes of the Plan have the meanings specified herein and terms not defined in the Plan shall have the meanings as defined in the Companies Act or Applicable Laws as the context requires.
Reference to any Act, Rules, Statute or Notification shall include any statutory modifications, substitution or re-enactment thereof.

3. Authority and Ceiling

The Shareholders of the Company have vide their special resolution dated 15th April, 2024 approved the Plan authorizing the Board/Committee to grant to the extent of 11,409,700 (One Crore Fourteen Lakhs Nine Thousand And Seven Hundred) Options to the eligible Employees under the Plan in one or more tranches, from time to time, which in the aggregate, is exercisable into not more than 11,409,700 (One Crore Fourteen Lakhs Nine Thousand And Seven Hundred) Shares, with each such Option conferring a right upon the Employees to apply for one Share in the Company in accordance with the terms and conditions as may be decided under the Plan.
The maximum number of Options under the Plan that may be granted to any Employee in any year and in aggregate shall not exceed 57,00,000 (Fifty-Seven Lakh) Options at the time of grant of Option under the Plan.
If an Option expires, lapses, or becomes un-exercisable due to any reason, it shall be brought back to the Options pool as mentioned in Sub-clause 3.1 and shall become available for future Grants, subject to compliance with all Applicable Laws.
Where Shares are issued consequent upon Exercise of an Option under the Plan, the maximum number of Shares that can be issued under the Plan as referred to in Sub-clause 3.1 above shall stand reduced to the extent of such Shares issued.
In the event of corporate action such as rights issue, bonus issue, merger, sale of division and others (including buy back of shares, split, consolidation of Shares, etc.), the Board on the recommendation of the Commitee, may determine a fair and reasonable adjustment to the entitlement of Eligible Employees under the Plan, including by way of adjustment to the number of Options (Vested as well as Unvested) and/ or the Exercise Price in respect of the Options to be such number and/ or Exercise Price as is appropriate in accordance with the SEBI Regulations and other Applicable Laws. Any such determination shall not be detrimental to the interest of the Grantees. In this regard, the following shall, inter alia, be taken into account by the Committee and the Board:
The number and price of Options shall be adjusted in a manner such that the total value of the Options to a Grantee remains the same after the corporate action; and
The Vesting Period and the life of the Options shall be left unaltered as far as possible to protect the rights of the Grantees who have been granted such Options.
Prior approval of Shareholders in the general meeting shall be obtained in case the Grant of Options to any identified Employee in any calendar year is equal to or more than 1% (one percent) of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of Grant of Option.

4. Administration

The Plan shall be administered by the Committee of the Company. All questions of interpretation of the Plan shall be determined by the Board/ Committee and such determination shall be final and binding upon all persons having an interest in the Plan or in any Option issued thereunder. Neither the Company nor the Board nor the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Options granted thereunder.
The Committee shall in accordance with this Plan and Applicable Laws determine the following:
1. The procedure and terms for the Grant, Vesting and Exercise of Option in case of Employees who are on long leave;
2. The quantum of Option to be granted under the ESOP 2024 per Employee, subject to the ceiling as specified in Sub-clause 3.1;
3. The Eligibility Criteria for Grant of Option to the Employees;
4. The Exercise Period within which the Employee should Exercise the Option and that Option would lapse on failure to Exercise the Option within the Exercise Period;
5. The specified time period within which the Employee shall Exercise the Vested Option in the event of termination or resignation of an Employee;
6. The right of an Employee to Exercise all the Options vested in him at one time or at various points of time within the Exercise Period;
7. The procedure for making a fair and reasonable adjustment to the number of Employee Stock Options and to the Exercise Price in case of a corporate action such as, bonus issue, merger, demerger, sale of division, split and consolidation of shares and other action items as may be determined by the Board/Committee. In this regard, the following shall be taken into consideration:
  1. The number and/or the Exercise Price of the Employee Stock Options shall be adjusted in a manner pursuant to Clause 8.2 of this plan, such that the total value of the Option under the Option Plan remains the same before and after such corporate action;
  2. for this purpose, global best practices in this regard including the procedures followed by the derivative markets in India and abroad shall be considered
  3. The conditions, not inconsistent with this Option Plan and Applicable Law, under which Employee Stock Options vested in Employees may lapse in case of resignation, termination of Service for misconduct or any other reason ;
  4. The procedure for cashless Exercise of Option, if required;
8. Take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof; and
9. Approve forms, writings and/or agreements for use in pursuance of the Plan.

5. Eligibility and Applicability

Only Employees within the meaning of this Plan are eligible for being granted Options under the Plan. The specific Employees to whom the Option would be granted and their Eligibility Criteria shall be determined by the Board/ Committee.
The Plan shall be applicable to the Company, Subsidiary(ies) of the Company within or outside India, and any successor Company thereof and may be granted to the Employees of the Company, its Subsidiary Company(ies), as determined by the Board/Committee at its sole discretion.
Provided that in case of any Grant to the Employees of the Subsidiary company(ies), the Company shall obtain prior approval of the shareholders of the Company by way of a special resolution.
Appraisal process for determining the eligibility of the Employees will be based on designation, period of service, performance linked parameters such as work performance and such other criteria as may be determined by the Committee in consultation with Board at its sole discretion, from time to time.

6. Grant and Acceptance of Grant

Grant of Options

Grants contemplated under the Plan shall be made on such day and month as decided

by the committee at its discretion.

Each Grant of Option under the Plan shall be made in writing by the Company to the eligible Employees by way of Grant Letter containing specific details of the Grant, and disclosure requirements, as prescribed under Applicable Laws.

Acceptance of the Grant

Any eligible Employee who wishes to accept the Grant made under this Plan must deliver to the Company a duly signed acceptance of the letter of Grant on or before the date (“Closing Date”) which shall not be more than 30 days from the date of the Grant, as specified in the Grant letter. On receipt of the signed acceptance by the Company, the eligible Employee will become an Option Grantee.

Any eligible Employee who fails to deliver the signed acceptance of the letter of Grant on or before the Closing Date stated above, shall be deemed to have rejected the Grant unless the Board/committee determines otherwise.

7. Vesting Schedule and Vesting Conditions

Options granted under the Plan shall vest not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (Four Years) from the date of Grant. The Board at its discretion on recommendation of the Committee may grant Options specifying Vesting Period ranging from minimum and maximum period as afore stated.

Provided that in case where Options are granted by the Company under the Plan in lieu of Option held by a person under a similar plan in another company (“Transferor Company”) which has merged or amalgamated with the Company, the period during which the Option granted by the Transferor Company were held by him shall be adjusted against the minimum Vesting Period required under this Sub-clause.

As a prerequisite for a valid Vesting, an Option Grantee is required to be in employment or service of the Company on the date of Vesting and must neither be serving his notice for termination of employment/ service, nor be subject to any disciplinary proceedings pending against him on such date of Vesting. Vesting of Options would be subject to continued employment with the Company and thus the Options would vest essentially on passage of time. In addition to this, the Board/ committee may also specify certain performance criteria subject to satisfaction of which the Options would vest.

The specific Vesting Conditions subject to which Vesting would take place shall be communicated to each Option Grantee individually in the letter issued at the time of Grant.

Vesting of Options in case of Employees on long leave

The period of leave shall not be considered in determining the Vesting Period in the event the Employee is on a sabbatical. In all other events including approved earned leave and sick leave, the period of leave shall be included to calculate the Vesting Period unless otherwise determined by the Board/Committee.

8. Exercise

Exercise Price

The Exercise Price per Option shall be the maximum Fair Market Value of the Share as on the date of Grant but shall not be less than the face value of the Share as on date of Grant of such Option. The specific Exercise Price shall be intimated to the Option Grantee in the Grant Letter at the time of Grant.

Payment of the Exercise Price shall be made by a crossed cheque, or a demand draft drawn in favour of the Company or in such other manner as the Board/ Committee may decide from time to time.

Exercise Period

The Vested Options shall be exercisable according to the terms hereof at such times and under conditions set forth in this Plan and the Option Agreements, and as determined by the Committee from time to time.

The date of vesting of such Option shall be in accordance with this Plan and the Option Agreements. The exercise period can be extended only under special circumstances at the discretion of the Committee upon a specific written request made by the concerned Grantee to this effect.

The Options can be exercised as per the provisions outlined in the table below:

SI. No	REASONS	PRIOR TO LISTING	POST LISTING
1	While in employment	Can be exercised only from the date on which the Equity Shares get listed on a recognized stock exchange or on as approved by the Committee.	Can be exercised within a period of 3 years from the vesting date
2	Resignation/ termination (other than due to misconduct or breach of company policies/terms of employment)	All Vested Options can be exercised only from the date on which the Equity Shares get listed on a recognized stock exchange, but not later than 6 months from the date of such listing	All the Vested Options as on that date shall be exercisable by the Grantee within 3 months from his last working day with the Company
3	Termination due to misconduct or due to breach of company policies or the terms of employment	All the Vested Options which were not exercised at the time of such termination shall stand cancelled with effect from date of such termination of employment.	All the Vested Options which were not exercised at the time of such termination shall stand cancelled with effect from the date of such termination of employment.
4	Retirement / early Retirement approved by the company	All Vested Options can be exercised by the Grantee immediately after the date of listing of the Equity Shares on a recognized stock exchange but in no	All Vested Options can be exercised by the Grantee immediately after, but in no event later than 3 months from the date of such Retirement.

		event later than six months from the date of listing
5	Death	All Vested Options may be exercised by the nominee immediately after the date of listing of the Equity Shares on a recognized stock exchange but in no event later than six months from the date of listing	All Vested Options may be exercised by the nominee immediately after, but in no event later than six months from the date of death of the Grantee
6	Termination due to Permanent Disability	All Vested Options may be exercised by the Grantee or, in case of his death, the nominee, immediately after the date of listing of the Equity Shares on a recognized stock exchange but in no event later than six months from the date of listing	All Vested Options may be exercised by the Grantee or, in case of his death, by the nominee immediately after, but in no event later than six months from the date of such Permanent Disability
7	Abandonment*	All the Vested Options shall stand cancelled	All the Vested Options shall stand cancelled
8	Separation due to reasons other than those mentioned above	The Board will decide whether the Vested Options on the date of separation can be exercised by the Grantee or not, and such decision shall be final.	The Board will decide whether the Vested Options on the date of separation can be exercised by the Grantee or not, and such decision shall be final.
UNVESTED OPTIONS
1	While in employment	The Options would continue to vest as per the original vesting schedule set out in the Option Agreements	The Options would continue to vest as per the original vesting schedule set out in the Option Agreement
2	Resignation/ termination (other than due to misconduct or breach of company policies/terms of employment)	All Unvested Options as on the date of submission of resignation / the last working day shall stand cancelled with effect from that date	All Unvested Options on the date of submission of resignation / the last working day shall stand cancelled with effect from that date
3	Termination due to misconduct or due to breach of company policies or the terms of employment	All Unvested Options on the date of such termination shall stand cancelled with effect from date of termination of employment	All Unvested Options on the date of such termination shall stand cancelled with effect from that date of termination of employment

4	Retirement / Early Retirement approved by the company	All Unvested Options would continue to vest as per the original vesting schedule set out in the Option Agreements	All Unvested Options would continue to vest as per the original vesting schedule set out in the Option Agreements
5	Death	All the Unvested Options as on the date of death shall stand cancelled.	All the Unvested Options as on the date of death shall vest immediately and may be exercised by the nominee immediately after, but in no event later than six months from the date of death of the Grantee.
6	Termination due to Permanent Disability	All the Unvested Options as on the date of such Permanent Disability shall cancelled.	All the Unvested Options as on the date of such Permanent Disability shall vest immediately and can be exercised by the Grantee or, in case of his death, the nominee immediately after, but in no event later than six months from the date of such Permanent Disability.
7	Abandonment	All the Unvested Options shall stand cancelled	All the Unvested Options shall stand cancelled
8	Separation due to reasons other than those mentioned above	All Unvested Options on the date of separation shall stand cancelled with effect from that date.	All Unvested Options on the date of separation shall stand cancelled with effect from that date.

Exercise in case of Liquidity Event, other than listing:
Exercise arising from drag along rights of the Current Shareholders:

Prior to Listing, in order to facilitate the Shareholder Liquidation as defined in sub- clause 2.1 (xix) of Anthem Employee Stock Option Plan ESOP 2024, Current Shareholders shall have the right of drag along of any or all the Shares underlying the Vested Options of the Option Grantees or the Shares of the Option Grantees from exercise of Vested Options previously, if any. However, this drag-along shall be on terms not less favourable than those of the sale or transfer of the Shares held by the Current Shareholders as more particularly mentioned hereunder.
The Company on behalf of the Current Shareholders shall deliver a written Notice to each Option Grantee setting out the salient feature of the strategic sale as provided in sub-clause 2.1 (xxviii) and details of the terms and conditions including number of Shares to be dragged-along, price or consideration per Share, the manner and mode of transfer of Shares (“Notice”).
Option Grantees shall exercise the Vested Options to meet the drag-along obligation as set out in the Notice or undertake such structure as may be decided by the Committee to participate in the drag-along offer. The new Shares arising out of the exercise of Vested Options pursuant to the Notice shall be offered by the Option Grantee.
Each Option Grantee shall take all necessary and desirable actions in connection with the completion of the Shareholder Liquidation, including exercising of their Vested Options, executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Shareholder Liquidation.
If an Option Grantee fails for any reason to take any of the actions described above, he/she shall be deemed to have appointed any Director nominated by the Company as his/her attorney, on his/her behalf and in his/her name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale or transfer and to give good quittance for the sale price or the consideration in order to complete the Shareholder Liquidation. The Option Grantee shall confirm and ratify the acts of such Company Director acting as his attorney under this clause. has context menu.

Purchase by investor(s) pursuant to Shareholder Liquidation.

Notwithstanding anything contained hereinabove, if prior to Listing, any investor(s) (“Purchaser”) intend to buy Shares of the Company pursuant to Shareholder Liquidation and are willing to provide liquidity to the Option Grantees in full or in part, then, at the discretion of the Board, the Company shall give a written notice (“Investment Notice”) to the Option Grantees, containing the share issue price and an offer to Exercise the Vested Options. The Option Grantees, who are in employment of the company, shall have the right but not the obligation, to sell the Shares to the Purchaser to the extent the Purchaser is willing to provide liquidity upon exercise of such right, after issuance of the Investment Notice by the Company. The Option Grantees, who are separated from the Company, shall be obligated to sell the Shares to the Purchaser to the extent the Purchaser is willing to provide liquidity, after issuance of the Investment Notice by the Company

The Options shall be deemed to have been exercised when an Employee makes an application in writing to the Company or by any other means as decided by the Board, for the issue of Shares against the Options vested in him, subject to payment of Exercise Price and compliance of other requisite conditions of Exercise.
The Options not exercised within the respective Exercise Periods prescribed in Sub-clauses mentioned herein shall lapse and be deemed to cancelled on expiry of such Exercise Period. The Option Grantee shall have no right or recourse over such lapsed/ cancelled Options.

9. Cash settlement of Vested Option

Prior to Listing, Board at its discretion, but without any obligation, shall have the right to offer to Option Grantee, on behalf of the Company, cash settlement to the Option Grantee against the Vested Options, in case of separation of Employee as under sub- clause 8.2 above or any time earlier as determined by the Board.
The consideration for the cash settlement shall be the excess of fair market value of Share based on the last round of funding undertaken by the Company or any other value as agreed between the Committee and the Option Grantee over the Exercise Price.
To the extent Vested Options are settled by way of cash payment, all rights of the Option Grantee therein including right to exercise such Options shall be deemed to besettled and extinguished with effect from date of receipt of the cash payment by the Option Grantee. .
In case the Option Grantee while in employment, does not Exercise Vested Options within the Exercise Period, the said number of Options will continue to be accounted as Vested Options with the Option Grantee and may be exercised upon any subsequent Liquidity Event. To give an effect to exercise of Vested Options under this clause, the Committee would issue notice to the employees to Exercise the Vested Options within such time (which in case of post Listing of Shares of the Company, the Committee will issue notice before 1 month from the end of each quarter or any other lower timelines as may be provided by the Committee) as may be decided by the Committee at their registered address and email id available in the records of the Company for the Exercise of the Vested Options. Pursuant to receipt of the Exercise notice from the relevant Employees within the exercise period, the Committee or the Board shall cause the Company to issue shares against such Vested Option mentioned in the Exercise notice at the end of the quarter in which such Exercise notice is received or such time period as may be decided by the Committee
Notwithstanding anything contained in the Option Plan, including this Clause 9, no Option Grantee shall be required or permitted to transfer any Options to any person, if such transfer, in any manner: (i) contravenes or violates Applicable Law or the Articles; or (ii) impinges upon the rights of any other Shareholders of the Company; or (iii) is being undertaken in contravention of Applicable Law or the Articles.

10. Right to prescribe for cashless Exercise of Options

Notwithstanding anything contained in the foregoing provisions relating to Exercise of Options, the Board/Committee is entitled to specify such procedures and mechanisms for the purpose of implementing the cashless Exercise of Options as may be necessary and the same shall be binding on all the Option Grantees. The procedure may inter alia require the Option Grantees to authorize any person nominated by the Company to deal with the Options on the Option Grantees’ behalf till the realization of sale proceeds.

11. Lock-in of Shares

The Shares arising out of Exercise of Vested Options would not be subject to any lock-in period after such Exercise except such restrictions as prescribed under the Applicable Laws.

12. Voluntary lock-in of shares:

The equity shares allotted upon exercise of the vested options prior to the listing can be offered by the shareholders for a voluntary lock-in which shall be the earlier of (i) six months from the date of allotment of such resultant equity shares, or (ii) listing of the equity shares of the Company pursuant to an initial public offering by the Company.

This clause shall become redundant once the Company gets listed.

13. Restriction on transfer of Options

The Options shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.
Options shall not be transferable to any person except in the event of death of the Option Grantee, where the provisions of Sub-clause 8.2(a) would apply.
No person other than the Employee to whom the Option is granted shall be entitled to Exercise the Option except in the event of the death of the Option Grantee holder, where the provisions of Sub-clause 8.2(a) would apply.

14. Other Terms and Conditions

Listing of Shares
In case of Listing, the Board is authorized to do such acts, deeds and things including but not limited to amendment of this Plan to make the Plan compliant of any Applicable Laws prevailing at that time including imposition of lock-in restrictions for certain classes of Employees.
The Employee shall not have a right to receive any dividend or to vote or in any manner enjoy the benefits of a Shareholder in respect of Options granted, till Shares underlying such Options are allotted on Exercise of such Option.
Nothing herein is intended to or shall give the Option Grantee any right or status of any kind as a shareholder of the Company (for example, bonus Shares, rights Shares, dividend, voting, etc.) in respect of any Shares covered by the Grant unless the Option Grantee exercises the Option and becomes a registered holder of the Shares of the Company.
If the Company issues bonus or rights Shares, the Option Grantee will not be eligible for the bonus or rights Shares in the capacity of an Option Grantee. However, an adjustment to the number of Options or the Exercise Price or both would be made in accordance with Sub-clause 4.2(f) of the Plan.

15. Deduction/Recovery of Tax

The liability of paying taxes, if any, in respect of Options granted pursuant to this Plan and the Shares issued pursuant to Exercise thereof shall be entirely on Option Grantee and shall be in accordance with the applicable provisions of Income Tax Act, 1961 read with rules issued thereunder and/or Income Tax Laws of respective countries as applicable to eligible Employees of Company working abroad, if any.
The Company shall have the right to deduct from the Employee’s salary or recover any tax that is required to be deducted or recovered under the Applicable Laws. In case of non–continuance of employment, the outstanding amount of the tax shall be recovered fully on or before full and final settlement.
The Company shall have no obligation to deliver Shares until the Company’s tax deduction obligations, if any, have been satisfied by the Option Grantee in full.

16. Authority to vary terms

For the purpose of efficient implementation and administration of the Plan but subject to the Applicable Laws and approval of the shareholders of the Company by way of a special resolution, the Board may, if it deems necessary, vary the terms of the Plan, includingpursuant to meeting any regulatory requirements, for the purpose of efficient implementation and administration of the Plan.

Provided that no such variation shall have a detrimental effect to the interest of the existing Option Grantees.

17. Miscellaneous

Government Regulations
This Plan shall be subject to all Applicable Laws, and approvals from government authorities. The Grant and the allotment of Shares under this Plan shall also be subject to the Company requiring Employees to comply with all Applicable Laws.
Inability to obtain authority
The inability of the Company to obtain authority from any regulatory body having jurisdiction over the Company, or under any Applicable Laws, for the lawful issuance and sale of any Shares hereunder shall relieve and wholly discharge the Company from all liability in respect of the failure to issue or sell such Shares.
Neither the existence of this Plan nor the fact that an individual has on any occasion been granted an Option shall give such individual any right, entitlement or expectation that he has or will in future have any such right, entitlement or expectation to participate in this Plan by being granted an Option on any other occasion.
The rights granted to an Option Grantee upon the grant of an Option shall not afford the Option Grantee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the company for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).
The Option Grantee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to Exercise an Option in whole or in part.
Participation in the Plan shall not be construed as any guarantee of return on equity investment. Any loss due to fluctuations in the fair market value of the Shares and the risks associated with the investments are that of the Option Grantee alone.

18. Notices

All notices of communication required to be given by the Company to an Option Grantee by virtue of this Plan shall be in writing. The communications shall be made by the Company in any one or more of the following ways:
1. Sending communication(s) to the address of the Option Grantee available in the records of the Company; and/ or
2. Delivering the communication(s) to the Option Grantee in person with acknowledgement of receipt thereof; and/ or
3. Emailing the communication(s) to the Option Grantee at the official email address provided if any by the Company during the continuance of employment or at the email address provided by the Option Grantee after cessation of employment.

All notices of communication to be given by an Option Grantee to the Company in respect of ESOP 2024 shall be sent to the address mentioned below:

	Designation :	CFO
	Address :	Anthem Biosciences Limited
Email :		No. 49, F1 & F2, Canara Bank Road Bommasandra
		Industrial Area, Phase I, Bommasandra, Bangalore,
		Bangalore, Karnataka, India, 560099
		gawir.b@anthembio.com

19. Nomination

The Employee has to nominate a person as his nominee. The nominee in case of death or legal incapacity of Employee shall be the legal representative recognized by the Company as the inheritor of the Employee in respect of all rights and liabilities for the purposes of this Plan.

20. Accounting and Disclosures

The Company shall follow the rules/regulations applicable to accounting of Options with reference to Fair Value as on date of Grant.
The Company shall follow the requirements including the disclosure requirements under IND AS 102 on Share-based payments and/ or any relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 or any other appropriate authority, from time to time, including any guidance note on Accounting for employee share-based payments issued in that regard from time to time and the disclosure requirements prescribed therein, in compliance with relevant provisions of the applicable laws.

21. Governing Laws

The terms and conditions of the Plan shall be governed by and construed in accordance with the laws of India including the Income Tax Laws and Foreign Exchange Laws mentioned below.
Income Tax Laws
The provisions of the Income Tax Act, 1961 and Rules made thereunder as amended and enacted from time to time shall be applicable in respect of taxability of Employees and the Company arising out of any transaction in the Options.
Foreign Exchange Laws
In case any Options are granted to any Employee being resident outside India belonging to the Company or its Subsidiary, the provisions of the Foreign Exchange Management Act, 1999 and Rules or Regulations made thereunder as amended and enacted from time to time shall be applicable and the Company has to comply with such requirements as prescribed in connection with grant, vest, Exercise of Options and allotment of Shares thereof.

22. Jurisdiction

The Courts in Bangalore, Karnataka, India shall have jurisdiction in respect of any and all matters, disputes or differences arising in relation to or out of this Plan.
Nothing in this Sub-clause will however limit the right of the Company to bring proceedings against any Employee in connection with this Plan:

1. in any other court of competent jurisdiction; or
2. con-currently in more than one jurisdiction.

23. Severability

In the event any one or more of the provisions contained in this Plan shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Plan, but the Plan shall be construed as if such invalid, illegal, or unenforceable provision had never been set forth herein, and the Plan shall be carried out as nearly as possible according to its original intent and terms.

23. Confidentiality

An Option Grantee must keep the details of the Plan and all other documents and other information provided to the Option Grantee in connection thereto strictly confidential and must not disclose the details with any of his peer, colleagues, co-employees or with any employee and/ or associate of the Company or that of its affiliates. In case Option Grantee is found in breach of this confidentiality Clause, the Company has undisputed right to terminate any agreement and all unexercised Options shall stand cancelled immediately. The decision and judgment of the Board/committee regarding breach of this confidentiality Clause shall be final, binding and cannot be questioned by Option Grantee. In case of non-adherence to the provisions of this clause, the Board/ Committee shall have the authority to deal with such cases as it may deem fit.
On acceptance of the grant of Option offered by the Company, it shall be deemed that as if the Option Grantee has authorized the Company to disclose information relating to the Option Grantee during the process of implementation of the Plan or while availing any consulting or advisory services thereof or any other incidental services to its officers, professional advisors, agents and consultants on a need-to-know basis.