Structuring an ESOP Scheme

Issues & Perspectives

Presented by:Garima Sharma

Mayura ArankalleESOP Direct

Presentation to WIRC - ICSI, MumbaiJuly 25, 2009

A Snapshot

¬ An Introduction to Employee Stock Options (ESOPs)

¬ Steps involved in implementation of ESOPs

¬ Legal and Regulatory framework

¬ Current Status of ESOPs

¬ Discussion / Open Issues

W H A T F O L L O W S

What are ESOPs ?

¬ A right, a choice, not an obligation

¬ Each option converts into one equity share

¬ To buy shares of the company at a future date

¬ At a price fixed today – the exercise price

¬ Exercise price remains fixed even if the market price goes up in future

¬ Employee would pay only if the market price is attractive – no investment upfront unlike the stock market trading

T H E L I F E C Y C L E

GRANTVEST

EXERCISESALE

Receives the right

Earns the right

Exercises the right

Sells the shares

Why ESOPs ?

¬ Market pays, not the company from its cash kitty

¬ Attract and retain talent at start up / high growth stage

¬ Sense of ownership, particularly at a senior level

¬ Links personal wealth creation to the organization’s value creation

¬ Industry trend

T H E R A T I O N A L E

Stock Appreciation Rights

¬ A contractual right to receive, in cash or stock, the appreciation in the value of stock over a period of time

¬ For example, 1000 SARs granted at a price of Rs. 20 each (Fair Value of the stock today) – maturity one year

¬ After one year, suppose the Fair Value per share is Rs. 50

¬ The Company pays the appreciation (Rs. 50 – Rs. 20 = Rs. 30) to the employee in cash (Rs. 30,000) or in stock (600 shares)

T H E N A T U R E

¬ A combination of the following parameters

¬ Why (Objectives)

¬ Who (Coverage)

¬ How much (Quantum)

¬ What price (Exercise price)

¬ What conditions (Vesting, exercise, separation, etc.)

¬ Normally not a one-time event

¬ Annual grants

¬ On-going policy

What is an ESOP Scheme?

¬ Objective and Coverage

» Reward for past association

» Reward for past performance

» Reward for future performance

» Broad-based or selective / Subsidiary

¬ Compensation policy

» Rationalize cash variable pay over the long term

» Currency for hiring

» Grant - on performance or in anticipation

¬ Quantum» Principle of adequacy and

attractiveness

¬ Dilution

» Broad based Vs selective» Equity or cash (phantom)

¬ Vesting» Time based or performance

based» Standard across the board or

different for key people

¬ Frequency¬ Annual grant¬ One time bumper

D E C I S I O N P O I N T S

Design features

¬ Pricing

» Market value – more dilution, no accounting charge» Discount – less dilution, benefit buffer with accounting charge

General Trends – Employee Coverage

Coverage

100% 100%

86%

75%

80%

85%

90%

95%

100%

105%

Senior management Middle management J unior management

Compostion - 29 companies (IT - 14, Pharma - 4, Banking - 4 and Others - 7)

General Trends - Eligibility Criteria

Eligibility Criteria

93%

57%

87%

53%

0%

20%

40%

60%

80%

100%

Performance Length of

Association

Future Potential Grade/ Position

Composition - 30 Companies (IT - 15, Pharma - 4, Banking - 3, Others - 8)

General Trends – Vesting Criteria

Vesting Criteria

100%

6% 0%0%

20%40%60%80%

100%120%

Passage of time Individual

performance

Company

performance

Composition - 31 companies (IT- 15, Pharma - 4, Banking - 4, Others -8)

General Trends – Exercise Price

Exercise Price

0%

20%

40%

60%

80%

Discount Market value Premium

Composition - 24 companies (IT- 11, Pharma - 2, Banking - 4, Others -7)

¬ Amount for which the option can be exchanged between knowledgeable, willing parties in an arms length transaction

¬ Two broad methods in place

¬ Intrinsic Value Method

¬ Intrinsic Value = Market Price – Exercise Price

¬ Static Value as on a particular date

¬ Fair Value Method

¬ Fair Value = Intrinsic Value + Time Value

¬ Computed using an Option-pricing model like Black Scholes, Binomial valuation methods.

¬ Considers future life of the option

What is Option Value

¬ Required for accounting and disclosures relating to stock-based employee compensation cost

¬ Indian GAAP

¬ SEBI Guidelines for listed companies

¬ Guidance Note on accounting by the ICAI

¬ Intrinsic Value method allowed with disclosures as per Fair Value method

¬ US GAAP

¬ SFAS 123 (Revised): Fair Value method mandatory

¬ International GAAP

¬ IFRS 2 – Share-based Payments: Fair Value method mandatory

¬ SEC considering the proposal to allow companies to file accounts as per IFRS

Guidelines for Accounting

L E G A L F R A M E W O R K

¬ Valued on the date of grant; once measured, value not remeasured in subsequent accounting periods

¬ Compensation cost may vary over the subsequent accounting years due to cancellation or expiration of options

¬ Compensation cost is charged to the Profit & Loss over the vesting period

¬ Disclosures to be made in the financial statements (even if the Company follows fair value method) –

¬ If Intrinsic Value method is used

¬ Disclosure of impact on profits had Fair Value method been used

¬ Other detailed disclosures

¬ If Fair Value method is used

¬ Detailed disclosures such as number of schemes, options granted, vested, exercised, options granted to senior managerial personnel, terms of scheme, etc.

Accounting

Wealth Creation

Horizon = 4 years

¬ ICICI Bank

¬ Bharti

Horizon = 5 years

Name DesignationWealth Created

(Rs.)Remuneratio

n (Rs.)

Benefit as a % to CTC p.a.

K.V.Kamath CEO & MD 99,547,500 66,401,921 150%

Lalita Gupte J oint MD 79,447,775 49,232,288 161%

Kalpana Morparia Deputy MD 72,225,250 43,295,653 167%

Chanda Kochhar Executive Director 58,700,000 28,507,137 206%

Nachiket Mor Executive Director 58,700,000 31,837,231 184%

Name DesignationWealth Created

(Rs.)Remuneratio

n (Rs.)

Benefit as a % to CTC p.a.

Akhil Gupta J oint MD 486,298,163 115,830,644 420%

Badri Agarwal President 104,147,393 37,251,387 280%

Anil Nayar President 169,288,020 54,441,678 311%

Wealth Creation

Horizon = 3 years

¬ HDFC Bank

¬ HDFC

Horizon = 4 years

Name DesignationWealth Created

(Rs.)Remuneratio

n (Rs.)

Benefit as a % to CTC p.a.

Aditya Puri Managing Director 66,165,000 27,500,000 241%

Name DesignationWealth Created

(Rs.)Remuneratio

n (Rs.)

Benefit as a % to CTC p.a.

Deepak Parekh Chairman 196,597,017 82,493,025 238%

K.M. Mistry Managing Director 108,464,167 45,374,492 239%

R.S. Karnad Executive Director 108,464,167 44,666,729 243%

Wealth Creation

Horizon = 5 years

¬ L&T

¬ ACC

Horizon = 6 years

Name Designation

Wealth Created

(Rs.)

Remuneration

(Rs.)

Benefit as a %

to CTC p.a.

AM Naik Chairman and MD 1,595,012,500 52,751,000 3024%

A Ramakrishna Deputy MD 724,581,250 44,582,000 1625%

J P Nayak Executive Director 867,125,000 30,482,000 2845%

Y M Deosthalee Executive Director 867,125,000 31,730,000 2733%

K Venkatraman Executive Director 867,125,000 31,523,000 2751%

R N Mukhija Executive Director 592,666,250 23,198,000 2555%

K V Rangaswami Executive Director 440,309,375 13,864,000 3176%

Name Designation

Wealth Created

(Rs.)

Remuneration

(Rs.)

Benefit as a %

to CTC p.a.

M L Narula Whole time Director 77,731,500 38,049,430 204%

P K Sinor Whole time Director & CS 49,023,500 18,928,366 259%

A K J ain Whole time Director 43,736,500 23,834,105 184%

Wealth Creation

Horizon = 4 years

¬ Gujarat Ambuja

¬ HLL

Horizon = 4 years

Name Designation

Wealth Created

(Rs.)

Remuneration

(Rs.)

Benefit as a %

to CTC p.a.

A L Kapur Whole time Director 9,201,000 29,347,098 31%

P B Kulkarni Whole time Director 10,096,500 30,692,188 33%

N P Ghuwalewala Whole time Director 6,967,000 16,498,996 42%

Anil Singhvi Whole time Director 10,992,000 25,539,470 43%

B L Taparia Whole time Director 6,967,000 23,467,274 30%

Name Designation

Wealth Created

(Rs.)

Remuneration

(Rs.)

Benefit as a %

to CTC p.a.

M.S. Banga Non Exe Chairman & Director 5,800,287 56,978,058 10%

M.K. Sharma Exe Vice Chairman & WTD 1,750,148 62,221,428 Negligible

D. Sundaram WTD 1,330,482 54,709,540 Negligible

Arun Adhikari MD (Home & Personal care) 707,887 20,110,520 Negligible

S Ravindranath MD (Foods) 707,887 21,229,739 Negligible

Regulatory Framework

¬ SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999

¬ Companies Act

¬ Foreign Exchange Management Act (FEMA)

¬ Income Tax Act

SEBI Guidelines - History

¬ With the IT boom in India, most of IT & ITES companies were issuing ESOPs to their employees to attract & retain talent

¬ With the number of companies issuing ESOP on a rise, there was a need for some regulatory governance on

¬ Eligibility for grants

¬ Terms of grants of options

¬ Legal approvals & resolutions

¬ Listing requirement of new shares

¬ Accounting treatments

¬ SEBI issued its first set of Guidelines – Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines on June, 1999

¬ ESOP Guidelines are applicable to companies whose shares are listed on any recognised stock exchanges in India

¬ All listed companies who have issued ESOPs on or after June 19, 1999, are required to follow these guidelines

SEBI Guidelines - Terms

¬ Guidelines provided for 2 types of Schemes –

¬ Employee Stock Options Scheme (ESOPs) – Issue of an options convertible into equity shares at a later date

¬ Employee Stock Purchase Scheme – Direct issue of shares to employees

¬ Eligibility for grants under ESOP/ESPS schemes

¬ Only permanent employees of the company are eligible for grant of options (India or abroad)

¬ Directors, whole-time or other wise (holding less than 10% of equity)

¬ Employees of holding & subsidiary companies eligible (prior shareholders approval)

¬ Consultants/promoters/directors holding more than 10% of equity - Not eligible for grants

¬ Independent/nominee directors – (August 2008 amendment)

¬ Agreement between the institution nominating & director – acceptance of ESOPs, renounce of ESOPs & conditions to be fulfilled

¬ Institution nomination to file the agreement/contract with the company; company intimate the stock exchange

¬ Director to furnish the agreement at the first board meeting post nomination

¬ Exercise price - Freedom to determine the exercise price

¬ Vesting period - Minimum lock-in of one year between grant & vest

¬ Company has freedom to specify the lock-in period post exercise

¬ Option holder does not have a right to vote or to dividend as shareholders

¬ Options are not transferable to any person

¬ Options cannot be pledged, hypothecated, mortgaged or otherwise alienated in any other manner

¬ In case of death, all options vest immediately in the legal heirs/nominees

¬ In case of permanent incapacity, all options vest immediately in the employee

¬ In case of resignation or termination, all unvested options get cancelled, vested can be retained

SEBI Guidelines - Terms

¬ Shareholders’ Special resolution for approval of ESOPs – prior to grant

¬ Separate resolutions in case of grant of options to –

¬ Employees of holding or subsidiary company

¬ Identified employees, during one year, equal to or exceeding 1% of the issued capital at the time of grant of option

¬ The explanatory statement to the Notice and resolution contains -

¬ Total number of options to be granted

¬ Classes of employees entitled to participate

¬ Requirements of vesting and period of vesting

¬ Maximum period during which the options would be vested

¬ Exercise price or pricing formula

¬ Exercise period and process of exercise

¬ Determining the eligibility of the employees

¬ Maximum number of options to be issued per employee and in aggregate

¬ A statement that the company would conform with accounting policies

¬ Method to value the options – Fair Value/Intrinsic Value

¬ Statement - To disclose in the directors report the Compensation cost impact

SEBI Guidelines - Approvals

¬ No ESOS shall be granted unless the company constitutes a compensation committee

¬ Compensation committee shall consist of majority of independent directors

¬ Compensation Committee to decide the following –

¬ Quantum of options per employee and in aggregate

¬ Conditions for vesting, lapse and termination due to misconduct

¬ Exercise period

¬ Exercise period in case of termination or resignation

¬ Right to exercise all options at once or at various points of time

¬ Corporate action adjustment

¬ Grant, vest and exercise of options in case of employees on a long leave

¬ Procedure for cashless exercise

¬ Compensation committee shall frame suitable policies to ensure no violation of Insider Trading Regulations

¬ Grant Date - Date of resolution for actual grant of options by compensation committee

SEBI Guidelines - Approvals

¬ Once approved the company cannot vary the terms of scheme in any manner which maybe detrimental to the interests of the employees.

¬ Vary terms of scheme (options not exercised) – Special resolution in general meeting

¬ Incase of re-pricing of options – prior shareholders approval required

¬ Notice of such resolutions to provide for

¬ Full details of variations

¬ Rationale thereof

¬ Details of employees who are beneficial from such variation

SEBI Guidelines - Approvals

¬ Disclosures to be made in the Directors’ Report –

¬ Options granted

¬ Pricing formula

¬ Options vested

¬ Options exercised

¬ Total number of shares arising out of exercise

¬ Options lapsed

¬ Variation in terms of options

¬ Money realised by exercise of options

¬ Total number of options in force

SEBI Guidelines - Disclosures

¬ Employee wise details of options granted to – ¬ Senior management personnel¬ Any employee getting more than 5% of

total options granted¬ Identified employees granted options =

or > 1% of issued capital at the time of grant

¬ Diluted Earnings per share

¬ Employee compensation cost, its impact on profits and EPS

¬ Weighted average exercise price and weighted average fair values

¬ Method and assumptions used to estimate fair value of options

¬ If options granted 3 years pre to IPO are outstanding, disclosures to be made in the Directors’ Report –

¬ With respect to the details mentioned in clause 12.1 of the guidelines &

¬ Impact on profits and

¬ Impact on EPS

¬ SEBI has not clearly mentioned – Disclosures for grants during a FY or cumulative?

¬ Senior Manager Personnel not defined?

SEBI Guidelines - Disclosures

¬ If options to be granted under the pre IPO scheme, DRHP to provide disclosures as per clause 12.1 of the guidelines, along with –

¬ Impact on profits and EPS of last 3 years in terms of options granted

¬ Intention of shareholders to sell their shares allotted pursuant to exercise of options within 3 months after listing

¬ Intention of directors, senior management personnel, and employees granted shares more than 1% of issued capital, to sell their shares, allotted pursuant to exercise of options, within 3 months after listing

¬ To include name, designation, quantum of shares and quantum of shares they intend to sell

¬ Disclosures required to be made separately for each year and on cumulative basis for all the options/shares issued prior to the date of prospectus

¬ Disclosures to be made employee at the time of grant of options – Disclosures as per schedule IV

¬ Statement of Risk

¬ Information about the company

¬ Salient features of ESOP scheme

¬ Intimate the stock exchanges

¬ Approval of ESOP scheme by shareholders

¬ Grant of options to employees

¬ Allotment of shares on exercise of options

SEBI Guidelines – Listing of Shares

¬ Shares arising on exercise of options are required to be listed immediately on compliance of:

¬ Company before exercise of options has filed statement as per schedule V to obtain an in-principle approval from stock exchange

¬ As & when options are exercised, notify the stock exchange as per the statement as per schedule VI

¬ Certificate from registered merchant banker – along with schedule V

¬ Certificate from Auditors – Placed before the shareholders at every annual meeting

¬ Shares arising after IPO out of options granted under a scheme prior to the IPO shall list immediately upon exercise subject to compliance with IPO disclosures

¬ Treated as any other form of employee compensation in financial statements

¬ Accounting value of options = intrinsic value / fair value of options

¬ Where the scheme provides for graded vesting, accounting can be (amendment August 2008)

¬ Graded vesting – each vest considered as a separate grant or

¬ Straight line accounting – amortisation over the vesting period on a time proportionate basis

¬ Accounting value to be amortised over the vesting period

¬ In case of lapse of unvested options, the accounting to be reversed

¬ In case of lapse of vested options, the accounting to be reversed

¬ Options granted through a Trust – Company required to account assuming the company has issued the options directly to the employees

SEBI Guidelines – Accounting Policies

¬ Employee eligible, employee not to include promoters and directors holding 10% or more of outstanding share capital

¬ Shareholder approval required

¬ Separate resolution for grants to –

¬ Employees of holding and subsidiary companies

¬ Identified employees holding = or > 1% of issued capital

¬ Explanatory statement to include –

¬ Price of shares and number of shares offered

¬ Eligibility of employees

¬ Total number of shares to be issued

¬ Number of shares offered maybe different for different categories

¬ Special resolution to conform to accounting policies

¬ Freedom to determine the exercise price

¬ Shares issued to be locked in for a minimum period of one year from the date of allotment

¬ If ESPS part of public issue and shares issued to employees at the same price as in public issue, shares issued to employee under ESPS, would not be subject to lock-in

SEBI Guidelines – ESPS

¬ Fresh grant of options under a scheme framed prior to IPO can be done if –

¬ Such Pre IPO scheme is in accordance with the Guidelines

¬ Such scheme is ratified by the shareholders in general meeting subsequent to the IPO, before grant of new options

¬ No change can be made in the terms of the options issued unless approved by the shareholders, corporate actions excluded

¬ Provisions of lock-in in DIP Guidelines not applicable to shares allotted to employees other than promoters under a pre IPO scheme subject to compliance with disclosures to be made at IPO and ratification for fresh issue of options

¬ ESOP / ESPS shares held by promoters prior to IPO shall be subject to lock in as prescribed under DIP Guidelines

SEBI Guidelines – Pre IPO Schemes

Companies Act

¬ No limit prescribed by the companies Act for issue of ESOPs to employees

¬ DCA has issued Preferential Allotment Rules 2003 for unlisted Public companies

¬ These rules are applicable to all public Ltd. companies issuing any financial instrument convertible into equity shares

¬ Special Resolution prior to such issue

¬ The shareholders’ resolution authorizing the Board of Directors to issue convertible options

¬ The special resolution needs to be acted upon within a period of 12 months

¬ Pricing – Needs to be determined and approved by the shareholders

¬ Auditor’s certificate – Issue is compliance with the rules

¬ Loan to employees for purchase of shares – As per section 77(c) company can issue loan to employees for purchase of shares to the extent of 6 months salary

FEMA Act

¬ Grant of options to employees foreign subsidiary/joint venture

¬ Scheme is drawn in compliance with the SEBI guidelines

¬ Share issued not exceeding more than 5% of the paid up capital

¬ The company to furnish a report to the RBI within 30 days from the date of issue of shares stating

¬ Name of persons & number of shares issued

¬ A certificate from the Company Secretary stating the issue limit within the 5% mark

Income Tax Act

¬ As per the New Finance Bill 2009, FBT tax has been abolished & ESOP have been included in the purview of perquisites under section 17(2)(vi)

¬ As per the amended act, any specified security, sweat equity shares allotted or transferred directly or indirectly, free of cost or at concessional rates, the value of such security is to be included as perquisites

¬ Effective Date

¬ These provisions apply to all options exercised on or after 1st April 2009

¬ Quantification of tax

¬ The tax liability will now be determined on the exercise date.

¬ Tax would be levied on the difference between the fair market value (FMV) of the shares on the date of exercise and the exercise price.

¬ The tax would be levied on this value at the rate of the employee salary slab rates

¬ Incidence of tax

¬ Tax is payable at the time of allotment or transfer of shares, directly or indirectly (through an ESOP trust).

¬ All options exercised after 1st April, 2009 are liable to TDS, in which case options vested before 1st April, 2009 but not exercised would also be liable to tax.

¬ A Comparison of FBT & TDS

Now Earlier Details TDS on Perquisite FBT

Taxable Value

Difference between Fair market value on date of exercise and exercise price

Difference between Fair market value on date of vest and exercise price

Liability of payment Taxable in the hands of the employees

Taxable in the hands of the Company, recoverable from the employees

Payable when

At the time of allotment or transfer

At the time of allotment or transfer

Tax rate 30.9% 33.99% Example TDS / FBT Grant – Ex Price = Rs.50 Market price on Vest Date = Rs.200 Exercise Date = Rs.240

Taxable Value = 240 – 50 = 190 Tax = 190 x 30.9% = 58.71

Taxable Value = 200 – 50 = 150 FBT = 150 x 33.99% = 50.99

Capital Gains Sale Price = Rs.300 Short Term Capital Gains Listed Companies Unlisted Companies Long Term Capital Gains Listed Companies Unlisted Companies

Taxable Value = 300 – 240 = 60 STCG = 60 x 15% = 9 STCG = 60 x 30.9% = 18.54 No tax LTCG = 60 x 10% = 6

Taxable Value = 300 – 200 = 100 STCG = 100 x 15% = 15 STCG = 100 x 30.9% = 30.9 No tax LTCG = 100 x 10% = 10

Income Tax Act

Other Compliances

¬ SEBI Insider Trading Regulations –

¬ Exercise of options allowed in the period when the trading window is closed

¬ Sale of shares allotted on exercise of options shall not be allowed to be exercised when the trading window is closed

¬ Buy Back Of shares –

¬ As per section 77B of the companies Act, companies can issue new shares arising from exercise of options within the six month from the date of buy back

¬ As per the Buy Back Regulation issued by SEBI, no exercise of options is permitted during the pendency of the buy back

¬ SEBI (Disclosure and Investor Protection) Guidelines prohibiting IPO by companies having outstanding warrants and financial instruments shall not be applicable in case of outstanding option granted to employees in pursuance of ESOS

¬ Clause 49 of the listing agreement – As per the clause I(B) a prior shareholders’ approval required for grant of options to non executive directors including independent directors stating the number of options granted in any financial year & aggregate

ESOP Current Status

¬ With the recent downfall in the stock markets, most of the options granted during the previous FY are trading below their exercise price

¬ To tackle the issue of underwater option, following alternatives have been availed by companies

¬ Cancel/surrender & re-grant fewer options at prevailing market price

¬ Cancel/surrender & re-g-ant options at a lower price/Face value

¬ Re-price the underwater options to the prevailing market price

¬ Companies need to consider the accounting implications in each of the following scenario

¬ Some of the Indian & Global Trends

India

Global Method New Pricing FormulaGoogle Inc. Exchange ratio 1:1 Current Market PriceStarbucks Value for value exchange Current Market PriceIntel Value for value exchange Current Market PriceLeapfrog Value for value exchange Current Market Price

Name of the CompanyOption Exchange Alternative

Method New Pricing FormulaIndiabulls Financial Services LtdCancel & Regrant optionsCurrent Market PriceGeojit Financial Repricing Current Market PriceSubex Cancel & Regrant options15% discount to 15 day avgDish TV Repricing Current Market PriceDewan Housing Repricing Current Market Price

Option Exchange AlternativeName of the Company

ESOP Current Status

¬ Trust Route for ESOPs - Taking advantage of the low market prices

¬ Form an Employee Welfare Trust

¬ Trust to purchase shares at low price from the open markets

¬ Issue share to employees on exercise of options

¬ Benefits of trust route

¬ Help reduce dilution for the shareholders

¬ Sends out the right signals to the market about the company prospects

Grant of loan

1

Buy shares from market

Re-payment of loan

Issue of shares

Exercise of option

Direct issue of shares

Issue of options2 3

4

5

6

Company ESOP Trust

Employees

Other Issues

¬ Finance Budget 2009 –

¬ The government has proposed to increase the threshold for non-promoter public shareholding for all listed companies to a minimum of 25%

¬ This limit is to be raised in a phased manner

¬ In order to comply with the minimum public shareholding pattern, companies will have the following routes

¬ Public offer by promoters, company or preferential allotment of shares

¬ Form an ESOP Trust – Transfer from promoters, fresh issue to trust

¬ Shares held by the Trust not form part of the promoter’s shareholding

¬ Options can be issued to employees over a period of time ¬ ESOPs for PSUs

¬ DPE has issued notification for revision of pay scales to employees

¬ As per the revised pay scales, PSU’s to grant 10-25% of their PRP in the form of ESOPs

¬ IFRS convergence by 2011

Open Issues

¬ Accounting Guidelines issued by SEBI Vs Guidance note issued by ICAI

¬ Accounting treatment

¬ Disclosures

¬ Corporate actions?

¬ What is variation in terms amounts to detrimental to the interest of employees?

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