**Exhibit 4.9**

**Employee Stock Option Scheme (ESOS) 2017 Grants under the ESOS 2016 Scheme Plan**

**Background**

Employee Stock option Scheme2017 (ESOS) is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. The pre-determined performance criteria shall focus onrewarding employees for company performance vis-a-vis competition. 

**Proposal**

It is proposed to approve the quantum of grants for the eligible employees in terms of the ESOS 2016 scheme as approved by NRC on 28th October 2016. 

**Salient Features of the Scheme and Plan**

 

The Plan will cover around 33% of the Vedanta Limited eligibleprofessional population, comprising of employees across grades from “P” to “M7” including Group EXCO, Business EXCO. Post the Cairn India – Vedanta merger, Oil & Gas business employees has been considered for grantsunder ESOS 2017 & going forward their coverage will continue under the ESOS 2016 Scheme plan. 

 

 

 

 

The number of Options granted shall have both performance basedand tenure based vesting component depending upon the Grade / Role of the Employee. The Performance conditions as proposed for the scheme are: 

**Tenure:**Continued Employment with the Company from the Date of Grant till the Date of Vesting shall be construed condition to beeligible for any Vesting. 

**Relative Total Shareholder Return (RTSR):** It is proposed to have the Group’s relative TotalShareholder Return (“TSR”) performance against the peer group of resource companies as conditions of performance 

 
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The vesting of ESOS options will be dependent on the Company’s performance - measuredin terms of Total Shareholder Return (‘TSR’) (being the movement in a company’s share price plus reinvested dividends), compared over the performance period with the performance of the companies in Comparator Group. 

The extent to which an award vests will depend on the Company’s TSR performance against a group of peer companies (“ComparatorGroup”) at the end of the performance period defined above. 

In the event of de-listing of aparticular comparator company during the performance measurement period, the remuneration committee holds the right to either introduce a new company to the comparator group or modify the payout matrix based on ranking. 

**Business Performance (EBITDA):**It is proposed to include EBITDA as an additional Performance Condition for Vesting of Awards under theEmployee Stock Option Scheme. 

The Vesting of Awards under this metric will be dependent on the EBITDA of the respective Business Entitiesin the Group for 3 consecutive Financial Years (starting from the year of Grant). 

The Target, Threshold and corresponding Actualperformance values of Business wise EBITDA considered for the purpose of this metric shall be the same as will be used for computing the Annual Bonus for the respective financial years under the approved Annual Bonus Scheme for the year. 

 
 • 
For Exco members in corporate, Business Performance evaluation will be on Vedanta Limited performance.
 • 
For Exco members at businesses Business performance evaluation will be 70% business and 30% Vedanta LimitedPerformance. 

 
**5.****Performance Period**
**Relative Total Shareholder Return (RTSR):**The performanceperiod for Relative Total Shareholder Return based performance option (TSR) will be a maximum of 36 months from 1st September 2017 to 31stAugust, 2020 and the performance period for tenure based option shall be 36 months from the date of grant i.e., 1st September 2017 to 1stSeptember 2020. 

**Business Performance (EBITDA):**The Performance Period for the Business Performance based option (EBITDA) will be aperiod of 3 financial years (1st April – 31st March) i.e FY 2017-18; FY 2018-19 and FY 2019-20.

However, the overall vesting basisPerformance & Tenure will be on completion of 36 months from the date of grant i.e., 1st September 2020. Furthermore, for anemployee to be eligible for performance – based vesting, he/she should continue to be in employment as on the date of vesting i.e., 1st September 2020. 

 

 
**6.****Comparator Group**
The Comparator Group comprises of companies in FTSE Worldwide MiningIndex and also select companies in similar business operations and /or similar sector index. 

 

 

Global Group

(15 Companies)
  
**ZINC**

**( 2 )**
  
**Oil & Gas**

**( 2 )**
  
**Aluminium**

**( 2)**
  
**Copper**

**( 2 )**
  
**Iron Ore**

**( 2)**
  
**Diversified**

**(5)**
  Bolliden  CNOOC Limited  Alcoa  First Quantum  Vale  
 

BHP Billiton

 
  Korean Zinc Inc  Santos  Rusal  Antofagasta  Fortescue  
Anglo

American
                 
 

South32

 
                 
Glencore

Xstrata
                 
 

Rio Tinto

 

Indian Group

(6 Companies)
  Hindalco  Tata Steel  JSW  Adani Power  Reliance Industries  ONGC
 
**7.****Vesting Schedule**
**Relative Total Shareholder Return (RTSR):**

At the end of the performance period, the company will be ranked in accordance to TSR performance against the companies in the comparator groupwith threshold vesting of 30% at median and scaling upto 100% vesting at upper quintile as below on the basis of a ratio of 60:40 weightage as indicated below: 

 
**Global Group – 60% Weightage**  **      Indian Group – 40% Weightage**
 

**    Rank    **
  **% of Shares That Vest**    **    Rank    **  **% of Shares That Vest**
**1 to 2**
  100%    **1**  **100%**
**3**
  90%    **2**  75%
**4**
  75%    **3**  **50%**
**5**
  60%    **4**  30% ( Median )
**6-7**
  45%    **5 - 7**  **0%**
**8**
  30% ( Median )      
**9 to 16**
  0%      
**Business Performance (EBITDA):**

At the end of the performance period, the Testing of performance under Business Performance Condition for each of the three financial yearsshall be done individually with equal weightage for Overall Vesting. 50% of the Award shall vest for achieving Threshold performance increasing pro-rata to full vesting for achievement of 100% of Target. 

 

 

 

**Illustration for Business Performance Condition**

 

 

**Particulars**

 
 
 

**  Year 1  **

 
 
 

**  Year 2  **

 
 
 

**  Year 3  **

 
 
 

**Overall**

 

 

Weightage

 
 
 

33%

 
 
 

33%

 
 
 

33%

 
 
 

100%

 

 

Threshold Performance (in %age) - Varying

from Business toBusiness and Year to Year

 
 70% 75% 80% Not Applicable
 

Achievement %age

 
 
 

80%

 
 
 

70%

 
 
 

90%

 
 
 

Not Applicable

 

 

Pay-out %age at Threshold

 
 
 

50%

 
 
 

50%

 
 
 

50%

 
 
 

50%

 

 

**Actual Vesting %age**

 
 
 

**67%**

 
 
 

**Nil**

 
 
 

**75%**

 
 
 

**47%**

 

 
 
a.
The number of options granted shall have both performance based and tenure based vesting component. Thepercentage of performance and tenure based grant shall vary by the management level as given below: 

 

 

**Grade**

 
 **Vedanta Limited Plan** **  Performance  **