Exhibit 4.1


 


 


 


 


 


 


 


 








 


EMPLOYEES STOCK OPTION





SCHEME – 2000


 


 


 


 


 


 


 


 


 


 


 


 


 


(As amended up to September 12, 2018)


 


 


 


 


 


 


 


 




     


     


    

 


 





 


ICICI BANK EMPLOYEES STOCK OPTION SCHEME - 2000


 


 


 


		Section I:	Short title, extent and
commencement



 


		1.	This Scheme may be called ICICI Bank Employees Stock Option Scheme - 2000.



 


		2.	It applies only to Eligible Employees.



 


		Section II:	Objectives



 


The objectives of the Scheme are:


 


		a)	to enhance employee motivation;



 


		b)	to enable employees to participate in the long term growth and financial success
of the Bank; and



 


		c)	to act as a retention mechanism, by enabling employee participation in the business as an active
stakeholder to usher in an 'owner-manager' culture.



 


		Section III:	Definitions



 


		1.	As used in this Scheme, the following terms shall have
the meanings set forth below :



 


		a.	“associate company” shall have the same meaning as defined under
section 2(6) of the Companies Act, 2013



 


		b.	"Award Confirmation" means a written communication by the Bank to
a Participant, evidencing grant of Options.



 


		c.	"Bank" means ICICI Bank Limited (ICICI Bank) and its successors or its Subsidiary or
Holding Company, as the context may require or admit.



 


		d.	"Cause" means (i) act of willful or gross misconduct or neglect (ii)
the commission of felony, fraud, misappropriation, embezzlement, breach of trust or an offence involving moral turpitude, (iii)
gross or willful



 




     


     


    

insubordination or (iv) any other act detrimental
to the interest of the Bank.


 


		e.	“Committee” means a committee of the Board
of Directors of the Bank consisting of a majority of Independent Directors as the Board of Directors of the Bank may constitute
from time to time for administration and superintendence of the scheme. For the purpose of the Bank this Committee will be the
Board Governance Remuneration & Nomination Committee as may be renamed in the future by the Board for any statutory/regulatory
purpose and as constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 as may be amended from
time to time.



 


		f.	"Eligible Employee" means permanent employee
or a director (excluding independent director) of the Bank or of a Subsidiary or a Holding Company.



 


		g.	"Exercise Period" means the period commencing from the date of vesting
and will expire on completion of such period not exceeding five years from the date of vesting of options as may be determined
by the Board Governance Remuneration & Nomination committee for each grant.



 


		h.	"Exercise Price" means the price payable by the Participant for exercising
the Options granted to him.



 


		i.	“grant” means the process by which the company issues options under
its employee stock option scheme.



 


		j.	“grant date” means the date on which the Board Governance Remuneration
& Nomination Committee approves the grant.



 


		k.	"Holding Company" means a holding company of ICICI Bank, hereafter
existing, within the meaning of Section 2(46) of the Companies Act, 2013.



 


		l.	"Independent Director" means a director as defined in Section 149(6) of the Companies
Act 2013 and Regulation 16(1)(b) of SEBI Listing Obligations & Disclosure Requirements) Regulations, 2015 as prescribed by
SEBI.



 


		m.	“key managerial personnel” would have the same meaning as defined
under section 2(51) of the Companies Act, 2013.



 




     


     


    

		n.	“market price” means the latest available closing price on a recognised stock exchange
on which the shares of the company are listed on the date immediately prior to the relevant date. If such shares are listed on
more than one stock exchange, then the closing price on the stock exchange having higher trading volume shall be considered as
the market price.



 


		o.	"Option" means a right but not an obligation granted to a Participant
to apply for a specified number of Shares at a pre-determined price during the Exercise Period subject to the conditions of the
Scheme



 


		p.	“option grantee” means an employee having a right but not an obligation to exercise
an option in pursuance of ESOS.



 


		q.	"Participant" means an Eligible Employee selected by the Committee and to whom an Option
is granted, or the Successors of the Participant, as the context so requires.



 


		r.	"Person" means an individual, company, partnership, association,
trust, unincorporated organisation, government or political subdivision thereof or any other entity.



 


		s.	“relative” shall have the same meaning as defined under section 2(77) of the Companies
Act, 2013.



 


		t.	“relevant date” means:



 


		i.	In the case of grant, the date of the meeting of the compensation committee on which the grant
is made; or



 


		ii.	In the case of exercise, the date on which the notice
of exercise is given to the company or to the trust by the employee



 


		u.	"Scheme" means this Scheme.



 


		v.	"Shares" means equity shares and securities convertible into equity shares and shall
include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying
equity shares or securities convertible into equity shares.



 




     


     


    

		w.	"Subsidiary" means a subsidiary company of
ICICI Bank, whether now or hereafter existing, within the meaning of Section 2(87) of the Companies Act, 2013.



 


		x.	"Successors" of a Participant means the legal heirs and/or nominees
of a deceased Participant.



 


		y.	“vesting” means the process by which the employee becomes entitled to receive the benefit
of a grant made to him under this scheme.



 


		z.	"Vesting Confirmation" means a written communication by the Bank
to a Participant, evidencing vesting of Options.



 


		aa.	"Vesting Criteria" means criteria as may be stipulated by the Committee
for vesting of Options.



 


		bb.	"Vesting Period" means the period during which the vesting of the Options granted to
a Participant can take place.



 


		2.	In the Scheme, unless the contrary intention appears:



 


		(a)	a reference to "law" includes the constitution, any statute, law rule, regulation, ordinance,
judgement, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having
the force of law, or any determination by, or interpretation of any of the foregoing by, any judicial authority or administrative
authority, whether in effect as of the date of the Scheme or thereafter and each as amended from time to time;



 


		(b)	reference to a gender shall include references to the female, male and neuter
genders; and



 


		(c)	the singular includes the plural (and vice versa).



 


		3.	Words and expressions used and not defined herein shall have the same meaning as have been assigned
to them under the Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014, Securities and Exchange
Board of India Act, 1992, Securities (Contract) Regulation Act, 1956, Companies Act, 2013 and any statutory modification or re-enactment
thereto.



 




     


     


    

		Section IV:	Shares subject to the Scheme



 


		1.	The maximum number of Options granted to any Eligible
Employee in a financial year shall not exceed 0.05% of the issued equity shares of the Bank at the time of grant of Options and
the aggregate of all such Options granted to the Eligible Employees shall not exceed ten per cent of the aggregate of the number
of issued equity shares of the Bank, from time to time, on the date(s) of grant of Option(s).



 


		2.	The Options granted but not vested and the Options vested but not exercised in accordance with
the Scheme or the Award Confirmation or the Vesting Confirmation shall terminate and the Shares covered by such terminated Options
shall become available for future grant under the Scheme.



 


		Section V:	Administration of the Scheme



 


		1.	The Scheme shall be administered by the Committee. A
member of the Committee to whom the matter under the Scheme specifically relates shall not vote on such matter.



 


		2.	Unless otherwise expressly provided in the Scheme or
applicable law, all decisions, determinations and interpretations with respect to, connected with, arising out of or in relation
to the Scheme or Award Confirmation or Vesting Confirmation shall be within the sole discretion of the Committee, may be made
at any time and shall be final, conclusive and binding upon all Persons including the Bank, any Participants, shareholders and
any employees.



 


		3.	Unless otherwise expressly provided in the Scheme or
applicable law, the Scheme shall also be applicable to employees and Directors of the Subsidiaries and Holding Company.



 


		Section VI:	Powers of the Committee



 


		1.	Subject to the provisions of the Scheme and applicable law and in addition
to the other express powers and authorisations conferred by the Scheme, the Committee have full power and authority to :



 




     


     


    

		a.	determine, from time to time, eligibility of employees
to participate in the Scheme;



 


		b.	determine the number of Shares subject to each Option;



 


		c.	determine the minimum and maximum number of Options to be granted under the Scheme per Participant
and in aggregate;



 


		d.	prescribe the Vesting Period and Vesting Criteria;



 


		e.	prescribe the conditions under which the Options vested in the Participant
may lapse (including in case of termination);



 


		f.	prescribe the Exercise Period within which the Participant should exercise
the vested Options in the event of termination or resignation of the Participant;



 


		g.	prescribe whether the Options vested in a Participant are exercisable at one time or at various
points of time within the Exercise Period;



 


		h.	prescribe the conditions and procedure for the grant, vest and exercise of Options by Participants
including Participants who are on long leave, training or otherwise indisposed;



 


		i.	prescribe, if deemed appropriate and necessary, the procedure for cashless
exercise of Options;



 


		j.	prescribe the procedure for making a fair and reasonable adjustment to the entitlement including
adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues,
merger, sale of division and others. In this regard, the Committee shall consider the following:



 


		i.	the number and price of options shall be adjusted in a manner such that total
value to the employee of the options remains the same after the corporate action.



  


		ii.	the vesting period and the life of the options shall be left unaltered as far as possible to protect
the rights of the employee (s) who is granted such options.



 


		k.	establish, amend, suspend or waive such rules and regulations
                                                                   as it shall deemappropriate for the proper administration of the Scheme;



 








		l.	Interpret any matter with respect to, connected with, arising out of or in
relation to the Scheme, the Award Confirmation and the Vesting Confirmation;



 




     


     


    

		m.	Appoint such agents as it shall deem necessary for the
proper administration of the Scheme;



 


		n.	determines or impose other conditions to the grant or
exercise of Options under the Scheme as it may deem appropriate;



 


		o.	make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Scheme;



 


		p.	frame suitable policies and systems to ensure that there is no violation of
securities laws as amended from time to time including:



 


		i.	Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015; and



 


		ii.	Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices relating to the Securities Market) Regulations, 2003;



 


by any employee.


 


		Section VII:	Eligibility for grant of
Options



 


		1.	The Committee shall have the sole authority to designate any Eligible Employee
as Participant.



 


		2.	In determining the Eligible Employee to receive an Option as well as in determining the number
of Options to be granted to a Participant, the Committee may consider the position and responsibilities of the Eligible Employee,
the nature and value to the Bank of the Eligible Employee's services and accomplishments whether direct or indirect, length of
service, grade, performance, merit, present and potential contribution and conduct of the Eligible Employee and such other factors
as the Committee may deem relevant.



 


		Section VIII:	Vesting
of Option



 


		1.	The Options granted to the Participant may vest at one time or at various points of time as stipulated
in the Award Confirmation. Provided, however, there shall be a minimum period of one year between the grant of Options and vesting
of Options. Unless earlier vested, expired, forfeited or otherwise terminated, each Option shall expire in its entirety by such
period as stipulated in the Award Confirmation or the fourth



 




     


     


    

anniversary of the date of grant
of Option, whichever is earlier, or such further or other period as the Committee may determine.


 


		2.	No Option or any part thereof shall vest :



 


		a)	if the Participant does not fulfill Vesting Criteria as stipulated in the Award
Confirmation; or



 


		b)	if the Participant’s employment is terminated by the Bank for Cause;
or



 


		c)	if the Participant voluntarily terminates employment with the Bank and the
options to the extent not vested shall lapse/expire and be forfeited forthwith, provided that this provision shall not be applicable
to the employees of ICICI Bank who have resigned or who may resign from time to time to join companies, approved by the Board Governance & Remuneration Committee of ICICI Bank, that have been established or promoted or set up (whether solely or jointly with any
other entity) by erstwhile ICICI Limited or ICICI Bank or its subsidiaries.



 


		d)	In the event that an employee who has been granted benefits under a scheme
is transferred or deputed or resigns to join an associate company prior to vesting or exercise, the vesting and exercise as per
the terms of grant shall continue in case of such transferred or deputed or resigned employee even after the transfer or deputation
or resignation.



 


		3.	If the Participant’s employment terminates due to death or permanent
disability, whole of the Options shall immediately vest in the Participant’s Successors,
or the Participant, as the case maybe.



 


		4.	If the Participant's employment terminates due to retirement (including pursuant to any early /
voluntary retirement scheme), the Options shall vest by such period
as stipulated in the Award Confirmation, subject to the Participant demonstrating compliance with the Code of Conduct including
Undertaking of Continued Good Conduct. Provided however, at the sole discretion of the Committee, it may allow the whole of the
options or part thereof to vest at one time or at various points of time on the expiry of one year from the date of grant of Options.
Provided however that in the event of death or permanent disability of the Participant after retirement but before vesting of Options,
the whole of the Options shall immediately vest in the Participant's Successors or the Participant as the case may be.



 





		Section IX:	Exercise
Price



 


The Exercise Price shall be determined
by the Committee on the date the Option is granted and shall be reflected in the Award Confirmation.


 




     


     


    

Payment of Exercise Price shall
be made from the employees bank account or out of any loans availed by the employee from an recognised bank/financial institution/non-banking
financial institution and any other mode as may be approved by the Committee.


 


		Section X:	Exercise of Options



 


		1.	Subject to vesting and other restrictions provided for hereunder or otherwise
imposed in accordance herewith, the Participant or Participant's Successors, as the case may be, may exercise the Options by the
payment of Exercise Price in full at such time as may be notified during the Exercise Period.



 


		2.	Unless earlier exercised, expired, forfeited or otherwise terminated, each
vested Option, if not exercised during the Exercise Period shall lapse and stand terminated and expired forthwith.



 


		3.	If the Participant’s employment is terminated by the Bank for the Cause
the Participant’s vested Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall lapse
and stand terminated and expired forthwith.



 


		4.	If the Participant voluntarily terminates employment with the Company other than on account of
death, retirement, or permanent disability, the vested Options, to the extent then unexercised, shall be exercised by the payment
of Exercise Price in full within a period of three months from the date of termination, which period shall be deemed to be the
Exercise Period.



 


		5.	If the Participant’s employment is terminated due to death, retirement (including pursuant
to any early /voluntary retirement scheme) or permanent disability, the vested Option, shall be exercised by the payment of Exercise
Price in full at such time as may be notified during the Exercise Period.



 


		6.	Upon receipt of the notice for exercise of the Options (in the form prescribed)
and the payment of Exercise Price in a form and manner as may be stipulated by the Committee, the Bank shall issue and allot Shares
to the Participant.



 


		Section XI:	General
Terms And Conditions



 


		1.	The Committee may at any time amend, discontinue or terminate
the Scheme or any part or portion thereof at any time. Provided that any such amendment, discontinuation or termination that would
impair the rights of or is detrimental to



 




     


     


    

the interests of the Participant
shall not, to that extent, be effective without the consent of the affected Participant. The Bank shall be entitled to vary the
terms of the scheme to meet any regulatory requirements.


 


		2.	Participation in the Scheme shall not constitute or be construed as a guarantee by the Bank of
return on the Shares of the Bank. Any loss/potential loss due to fluctuations in the market price of the Shares or on any other
account whatsoever, and the risks associated with such investments will be that of the Participant alone and not of the Bank.



 


		3.	This Scheme shall be subject to all applicable laws and such other terms and conditions, as may
be stipulated by the Committee in its absolute discretion.



 


		4.	In the event of issuance of bonus/rights shares, recapitalisation, stock split, reorganisation,
merger, consolidation of the Bank or other similar events the number of Shares covered by each outstanding Option and the number
of Shares, which have been authorised for issuance under the Scheme but as to which no Options have yet been granted or which have
been returned to the Scheme upon the termination of Options as well as the Exercise Price shall be increased or decreased such
that the rights of the Participant is substantially proportionate to the rights existing prior to such event and to ensure that
there is no dilution or enlargement of the benefits available under the Scheme.



 


		5.	The Committee may at any time waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retrospectively. Provided that any
such waiver, amendment, alteration, suspension,
discontinuation, cancellation or termination that would impair the rights of or is detrimental to the interests of the Participant
shall not, to that extent be effective without the consent of the affected Participant.



 








		6.	The employees shall maintain the utmost confidentiality
regarding the contents of the Scheme and the benefits thereunder at all times and shall not make any announcement to the public
or to any third Person regarding the arrangements contemplated by the Scheme and the benefits thereunder except to the extent
as may be required by law.



 


		7.	The Bank is entitled to and may, anytime at its discretion,
finance the Participant in any manner to the extent permitted by law for the purpose of purchase of Shares or payment of any amount
under the Scheme.



 




     


     


    

		8.	The grant of an Option shall not be construed as giving
a Participant the right to be retained in the employment of the Bank. Neither the Scheme nor Award Confirmation nor Vesting Confirmation
shall form part of any contract of between the Bank and the Participant. The rights and obligations of the Participant
under the terms of his office or employment with the Bank shall not be affected by his participation in the Scheme. Nothing in
the Scheme or any Award Confirmation or any Vesting Confirmation shall confer or be construed as affording a Participant any additional
rights as to compensation or damages in consequences of the termination of such office or employment for any reason.



 


		9.	The employee shall not have right to receive any dividend or to vote or in any manner or enjoy
the benefits of a shareholder in respect of option granted to him, till shares are issued upon exercise of option.



 


		10.	The Shares issued pursuant to any Option shall rank pari passu with all the other equity shares
of the Bank for the time being issued and outstanding, including payment of full dividend.



 


		11.	Neither the Scheme nor the Option shall create or be construed to create a trust or a separate
fund of any kind or a fiduciary relationship between the Bank and a Participant. To the extent that any Person acquires a right
to receive payments from the Bank pursuant to any Option, such right shall be no greater than the right of any unsecured general
creditor of the Bank.



 


		12.	No fractional shares shall be issued or delivered pursuant to the Option, and the Committee shall
determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares or whether
such fractional shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.



 


		13.	No employee shall have any claim to be granted any Option, and there is no
obligation on the part of the Bank for uniformity of treatment of employees or holders or beneficiaries of Options. The terms and
conditions of Options need not be the same with respect to each Participant.



 


		14.	No option shall be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant, except to the extent provided under the Scheme or by will or the laws of inheritance.



 




     


     


    

		15.	Nothing contained in the Scheme shall prevent the Bank from adopting or continuing the current
or other compensation applicable or applicable only in specific cases.



 


		16.	In the event of any tax liability arising on account of grant of the Options
to a Participant, the liability shall be that of the Participant alone and the Bank shall have the right to cause the Shares held
by the Participant sold or otherwise alienated to meet the liability on behalf of the Participant. The Bank may, in its discretion,
require the Participant to pay to the Bank at the time of exercise of any Option the amount that the Bank deems necessary to satisfy
the Bank's obligation to withhold income or other taxes incurred by reason of such exercise.



 


		17.	The Participant shall do all acts necessary and execute all such deeds and
documents as may be deemed necessary by the Committee to give effect to the terms of the Scheme.



 


		Section XII:	Award
Confirmation



 


The grant of Options hereunder
shall be evidenced by an Award Confirmation which shall be delivered to the Participant and shall specify the number of Options
granted and the terms and conditions of the grant of Options and rules applicable thereto.


 


		Section XIII:	Vesting
Confirmation



 


The vesting of Options hereunder,
shall be evidenced by a Vesting Confirmation which shall be delivered to the Participant and shall specify the number of Options
vested and the terms and conditions of the vesting of Options and rules applicable thereto.


 


		Section XIV:	Effective
and Expiry Dates



 


This Scheme shall be effective
as of the date of its approval by the shareholders of the Bank and expire on such date as may be notified by the Board of Directors
of the Bank.


 


		Section XV:	Headings



 


Headings are given to the Sections
of the Scheme solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant
to the construction or interpretation of the Scheme or any provision thereof.


 


 


 


 


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