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:

  1. 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.
  2. 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 clauses:
    1. 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.
    2. 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.
    3. 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).
    4. 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.
    5. 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.
    6. 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.

E. Disputes.

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

F. Notices.

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 receipt requested. (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.