EX-4.5



 Exhibit 4.5 

Consideration & Approval 

VEDANTA RESOURCES PLC 

REMUNERATION COMMITEE MEETING 

3rd November, 2015 

Proposal 1 : Performance Share Plan 2015 

Long Term Incentive Plan 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 based on the company performance vis-à-vis competition. This document highlights the proposed scheme structure along with salient features of the plan for the
consideration of the Nomination and Remuneration Committee (NRC) and the Board of Vedanta Resources Plc. 
 In line with the Remuneration policy submitted
earlier to the Remco, we propose Long term Incentive Plan (“LTIP”) for our employees. This is Vedanta’s stock option scheme linked to company’s stock listed on the LSE. 

Scheme Details: 
 Coverage of Plan 

 

	 	•	 	The Plan will cover the group level executives having responsibility at Exco level which includes Executive Directors and Group Exco Members. 


 

	 	•	 	Employees of Vedanta Limited, Konkola Copper Mines and Zinc International shall be covered under this scheme. These employees shall be selected basis performance and potential rating provided by the business


  

	 	•	 	Cairn India Ltd. employees shall be excluded from this program and shall participate in a separate scheme created for Cairn India Limited 


Performance Period 
 The performance period will be 36
months from the date of grant. The options shall vest on completion of the performance period subject to achievement of performance condition. 

Performance Condition 
 Performance conditions are
proposed for the scheme:
 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 and continued employment with the Group as conditions of performance 
 The
vesting of LTIP 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 rank against a group of peer companies (“Adapted Comparator Group”) at the end of the
performance period 

  

			
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 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.
  

											
	 Group 1
	  	Alcoa	  	Anglo American	  	Antofagasta	  	BHP Billiton	  	Boliden
	  	  
 Dragon Oil
	  	  
 First Quantum
	  	  
 Glencore Xstrata
	  	  
 Grupo Mexico
	  	  
 Hindalco Industries

	  	  
 *Freeport McMoRan
	  	  
 Petrofac
	  	  
 Rio Tinto
	  	  
 Tullow Oil
	  	  
 Vale

	 Group 2
	  	  
 Reliance Industries Ltd.
	  	  
 NMDC Ltd
	  	  
 Coal India Ltd
	  	  
 National Aluminium Co Ltd
	  	  
 ONGC

	  	  
 Ultratech Cement Limited
	  	  
 Vedanta Limited
	  		  		  	

  

	*	Note: Change in Comparator Group:

  

	 	•	 	OZ Minerals removed from the list

  

	 	•	 	Few other companies have been added to the Comparator Group: Freeport McMoRan, Reliance Industries Ltd., NMDC Ltd., Coal India Ltd., National Aluminium Co. Ltd., ONGC., Ultratech Cement Limited. and Vedanta Limited


 Vesting Schedule 
 The percentage of
the Shares comprised in the award that vest depends on the Company’s TSR relative to the companies in the Comparator Group on the basis of a ratio of 75:25 weightage as indicated below: 

 

 Group 1 – 75% weightage 

 

					
	 Rank
	  	Percentage of share that vest	 
	 1
	  	 	100%	  
	 2
	  	 	100%	  
	 3
	  	 	100%	  
	 4
	  	 	90%	  
	 5
	  	 	75%	  
	 6
	  	 	60%	  
	 7
	  	 	45%	  
	 8
	  	 	30%	  
	 9
	  	 	Nil	  
	 10
	  	 	Nil	  
	 11
	  	 	Nil	  
	 12
	  	 	Nil	  
	 13
	  	 	Nil	  
	 14
	  	 	Nil	  
	 15
	  	 	Nil	  
	 16
	  	 	Nil	  

 

 Group 2 - 25% weightage 

 

					
	 Rank
	  	% of Shares That Vest	 
	 1
	  	 	100%	  
	 2
	  	 	75%	  
	 3
	  	 	50%	  
	 4
	  	 	30%	  
	 5 to 7
	  	 	0%	  

 
 


  

			
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 Grant Quantum: 
  

	 	a.	All selected employees shall be divided in four categories basis performance and potential rating provided by the business. The grant quantum for each of these four categories shall be determined as percentage of
average fixed pay in each grade. 

  

																	
	 Category
	  	I	 	 	II	 	 	III	 	 	IV	 
	 EDs
	  	 	50% ~ 150% of Base / Fixed Pay	 
	 Exco
	  	 	50% ~ 100% of Base / Fixed Pay	  
	 Grade P & Below
	  	 	100	% 	 	 	75	% 	 	 	60	% 	 	 	40	% 
	Percentages represent percentage of fixed compensation	  

 Assumption for arriving at the Grid for Granting PSP 2015 Awards: 

 

							
	 S.N
	  	 Items
	  	PSP 2015	 	PSP 2014
	 1
	  	Share Price (FMV) considered:	  	GBP 5.78	 	GBP 10
	 2
	  	Currency Conversion	  	GBP 1 = INR 100	 	GBP 1 = INR 100
	 3
	  	Grant Quantum Percentage of Base / Fixed Pay - EDs	  	50% ~ 150%	 	150%
	 4
	  	Grant Quantum Percentage of Base / Fixed Pay - Exco	  	50% ~ 100%	 	100% ~ 150%
	 5
	  	Grant Quantum Percentage of Grade Average Base / Fixed Pay - Grade P & Below	  	100% - 75% - 60% - 40%	 	150% - 125% - 100% - 75%

  

	 	b.	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. The proposed bifurcation is as
under: 

  

									
	 Grade
	  	Performance	 	  	Tenure	 
	 EDs and Exco
	  	 	100%	  	  	 	—  	  
	 Non Ex Co- P, M1,M2
	  	 	80%	  	  	 	20%	  
	 M3-M4
	  	 	60%	  	  	 	40%	  
	 M5-M7
	  	 	40%	  	  	 	60%	  

 Holding period 
 In line
with the revised Remuneration policy, the exercised shares for EDs and Exco members are subject to a holding period of two years from the date of vesting. 

We recommend for a prior approval of 100,000 options in order to grant the same for new recruits during the year. Current dilution level is 4.25 & with
this scheme in place the dilution will go up to 6.19. 

  

			
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