Compensation Committee requirements: mandate disclosures, independent oversight, option terms, adjustments for corporate actions and compliance safeguards. No ESOS may be offered unless disclosures in Schedule IV are made and a Compensation Committee-composed of a majority of independent directors-is constituted to administer ESOS. The Committee must set detailed terms: quantum of options, lapse conditions for misconduct, exercise periods including post-termination timelines, exercise rights, adjustments for corporate actions to preserve option value, rules for long-leave employees, cashless exercise procedures, and policies to prevent insider trading and fraudulent or unfair market practices.
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Compensation Committee requirements: mandate disclosures, independent oversight, option terms, adjustments for corporate actions and compliance safeguards.
No ESOS may be offered unless disclosures in Schedule IV are made and a Compensation Committee-composed of a majority of independent directors-is constituted to administer ESOS. The Committee must set detailed terms: quantum of options, lapse conditions for misconduct, exercise periods including post-termination timelines, exercise rights, adjustments for corporate actions to preserve option value, rules for long-leave employees, cashless exercise procedures, and policies to prevent insider trading and fraudulent or unfair market practices.
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