EX-4.9






 Exhibit 4.9 

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

Background 
 Employee Stock option Scheme
2017 (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 on
rewarding 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 

 

	1.	Coverage of Plan 

 The Plan will cover around 33% of the Vedanta Limited eligible
professional 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 grants
under ESOS 2017 & going forward their coverage will continue under the ESOS 2016 Scheme plan. 
  

	2.	 Date of Grant: 1st September, 2017



  

	3.	 Share Price at Grant: The Share Price to be considered for computation of Grant of Options is finalized
as the last 5 working day’s average share price from 1st September, 2017 as detailed below: 


  

			
	  

Date
  
	  	  

Share Price (INR)
  

	 31st August, 2017
	  	308.8
	 30th August, 2017
	  	305.65
	 29th August, 2017
	  	298.45
	 28th August, 2017
	  	301.9
	 24th August, 2017
	  	298.95
	 Average
Share Price for last 5 working days
	  	302.75
	 

  

	4.	Performance Condition 

 The number of Options granted shall have both performance based
and 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 be
eligible for any Vesting. 
 Relative Total Shareholder Return (RTSR): It is proposed to have the Group’s relative Total
Shareholder 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 - measured
in 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 (“Comparator
Group”) at the end of the performance period defined above. 
 In the event of de-listing of a
particular 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 the
Employee Stock Option Scheme. 
 The Vesting of Awards under this metric will be dependent on the EBITDA of the respective Business Entities
in the Group for 3 consecutive Financial Years (starting from the year of Grant). 
 The Target, Threshold and corresponding Actual
performance 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 Limited
Performance. 


  

	5.	Performance Period 

 Relative Total Shareholder Return (RTSR): The performance
period for Relative Total Shareholder Return based performance option (TSR) will be a maximum of 36 months from 1st September 2017 to 31st
August, 2020 and the performance period for tenure based option shall be 36 months from the date of grant i.e., 1st September 2017 to 1st
September 2020. 
 Business Performance (EBITDA): The Performance Period for the Business Performance based option (EBITDA) will be a
period of 3 financial years (1st April – 31st March) i.e FY 2017-18; FY 2018-19 and FY 2019-20. 
 However, the overall vesting basis
Performance & Tenure will be on completion of 36 months from the date of grant i.e., 1st September 2020. Furthermore, for an
employee 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 Mining
Index 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 group
with 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 years
shall 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 to
Business 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. The
percentage of performance and tenure based grant shall vary by the management level as given below: 


  

							
	  

Grade
  
	 	Vedanta Limited Plan
	 	  Performance  
( Basis TSR )	 	Business
  Performance  
(EBITDA)	 	Tenure
( 3 Years )
	 Group/Business EXCO (Only M2 &
Above) / Key Executive
  
	 	70%	 	30%	 	0%
	  

Non Ex Co- P & Below / Cairn equivalent grades

 
	 	50%	 	30%	 	20%

  

	8.	Exercise Price 

 The exercise payable by employee shall be face value of the share i.e. INR 1. 

 

	9.	Exercise Period 

 Employees shall have 6 months to exercise the vested Shares. Any Shares
that are not exercised within this period shall lapse and be available for future grants. 
  

	10.	Administration 

 We propose that the scheme be managed through an ESOP trust in India.
The trust shall be funded by the company to purchase shares from the secondary market. The scheme shall be administered through a third party appointed by the Company (ESOP Direct) 

 

	11.	Accounting 

 Accounting of the plan will be as per SEBI Share Based Employee Regulations,
2014. Under IND-AS, the accounting shall be done on fair value basis. Expensing will be done on a fair-value basis.