EX-4.4



 Exhibit 4.4 
  

							
		 	Forum	  	Vedanta Resources Plc Remuneration Committee Meeting	  	
				
		 	Date	  	11th November 2014	  	
				
		 	Agenda Item	  		  	
				
		 	Agenda Name	  	Performance Share Plan – 2014 Tranche	  	
				
		 	 Presented by

 
	  	 Rajesh Padmanabhan

 
	  	

 Performance Share Plan (“PSP”) is a conditional share plan for rewarding performance on a pre-determined
performance criteria i.e. Total Shareholder Return (“TSR”) over 3-year performance period and continued employment with the Group. 
  

	1.	Coverage: 

 35% of the professional population (i.e. employees in grade M7 and
above) covered – 2326 employees. 
  

	2.	Grant of options: VR Plc Options will be awarded to employees under the PSP effective 15th November 2014 as per below options matrix derived from
average fixed pay of each grade. 

  

																	
	 Category
	  	I	 	  	II	 	  	III	 	  	IV	 
	 SVP, M1
	  	 	16,500	  	  	 	13,000	  	  	 	10,500	  	  	 	8,000	  
	 VP, M1
	  	 	13,000	  	  	 	10,000	  	  	 	7,000	  	  	 	4,000	  
	 AVP, M2
	  	 	8,500	  	  	 	6,500	  	  	 	5,000	  	  	 	3,500	  
	 GM, M2
	  	 	6,500	  	  	 	5,200	  	  	 	3,900	  	  	 	2,600	  
	 M3
	  	 	4,500	  	  	 	3,600	  	  	 	2,700	  	  	 	1,800	  
	 M4
	  	 	3,000	  	  	 	2,400	  	  	 	1,800	  	  	 	1,200	  
	 M5
	  	 	2,000	  	  	 	1,600	  	  	 	1,200	  	  	 	800	  
	 M6
	  	 	1,100	  	  	 	900	  	  	 	700	  	  	 	500	  
	 M7
	  	 	900	  	  	 	700	  	  	 	500	  	  	 	300	  

 Note: The above grid is normalized at the Group level to factor consistencies and criticalities. 

 

	3.	Performance Period: 

 For vesting condition, the performance period considered will be 36
months from 1st April 2014 to 31st March 2017. 
  

	4.	Performance Conditions: 

 The options awarded under PSP shall vest after 3 years from
date of grant based on the Group’s relative Total Shareholder Return (“TSR”) performance against the peer group of resource companies (as detailed out below) and continued employment with the Group. 

 

									
	Alcoa	 	Anglo American	 	Antofagasta	 	BHP Billiton	 	Boliden
	Dragon Oil	 	First Quantum	 	Glencore Xstrata	 	Grupo Mexico	 	Hindalco Industries
	Oz Minerals	 	Petrofac	 	Rio Tinto	 	Tullow Oil	 	Vale

 The TSR performance of a company shall be calculated by reference to three month averaging periods prior to the
start and end of the performance period. 
 If any member of the Comparator Group ceases to exist, its shares cease to be listed on a
recognized stock exchange, or otherwise is so changed as to make it, in the opinion of the Committee, unsuitable as a member of the Comparator Group, the Committee may: (a) exclude that company; (b) in the event of a takeover, replace that
company with the acquiring company; (c) include a substitute for that company; (d) track the future performance of that company by reference to an index; or (e) treat the company in any other way it decides is appropriate. 

  
 Performance Share Plan / Vedanta / Remco
/ November 2014 









	5.	Vesting Schedule: 

 The options shall cliff vest on completion of three years from the
date of grant based on achievement of performance conditions and completion of tenure with Group. 
  

									
	 Category
	  	Based on TSR Performance	 	 	Based on Tenure	 
	 EDs / Exco Members
	  	 	100	% 	 	 	—  	  
	 P / M1 (SVP / VP)
	  	 	80	% 	 	 	20	% 
	 M2 (AVP / GM)
	  	 	50	% 	 	 	50	% 
	 M3 – M7
	  	 	40	% 	 	 	60	% 

 However, for an employee to be eligible for performance-based vesting, he/she should continue to be in
employment at the date of vesting. Options are then exercisable up until the tenth anniversary of grant unless they lapse earlier. 
 Note: For the
tenure-based vesting, individual performance of the employee will be taken into consideration. 
  

	6.	Vesting proportion: 

 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: 
  

					
	 Rank
	  	Percentage of share that vest	 
	 1 – 3 (Top quintile)
	  	 	100	% 
	 4
	  	 	90	% 
	 5
	  	 	75	% 
	 6
	  	 	60	% 
	 7
	  	 	45	% 
	 8
	  	 	30	% 
	 9 – 16 (Below median)
	  	 	Nil	  

  

	7.	Financial Implication: The average number of options per employee is 2361 and the total financial impact is $ 92 mn approx. Table below details out the cost implication of the proposed tranche as well as previous
tranches: 

  

																	
	 Details
	  	LTIP 2011	 	 	ESOP 2012	 	 	ESOP 2013	 	 	Proposed PSP
Tranche 2014	 
	 No of employees covered
	  	 	2684	  	 	 	2818	  	 	 	2485	  	 	 	2326	  
	 % age of eligible population covered
	  	 	30	% 	 	 	39	% 	 	 	45	% 	 	 	35	% 
	 No of options allocated
	  	 	2,862,100	  	 	 	4,652,550	  	 	 	3,963,750	  	 	 	5,491,000	  
	 Share Price (in GBP)
	  	 	19	  	 	 	9.5	  	 	 	12	  	 	 	10	  
	 Exchange rate
	  	 	72	  	 	 	87	  	 	 	80	  	 	 	100	  
	 Value per option
	  	 	1368	  	 	 	826.50	  	 	 	960	  	 	 	1000	  
	 Average no of options per employee
	  	 	1,066	  	 	 	1,651	  	 	 	1,595	  	 	 	2,361	  
	 Average share value per employee
	  	Rs	 14.58 L	  	 	Rs	 13.64 L	  	 	Rs	 15.31 L	  	 	Rs	 23.61 L	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Total Financial Impact
	  	Rs	 391.53 cr	  	 	Rs	 384.53 cr	  	 	Rs	 380.52 cr	  	 	Rs	 549.10 cr	  
	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	  	$	 86.90 m	  	 	$	 69.92 m	  	 	$	 63.42 m	  	 	$	 91.52 m	  
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 Note: The share price assumed is GBP 10 for PSP 2014. 

  
 Performance Share Plan / Vedanta / Remco
/ November 2014 









	8.	PSP coverage for new joinees: Currently we are in the process of recruitment and induction of senior-level high resources in the following critical positions across the Group, likely to join us in FY 15.


  

					
	 Sl No
	  	 Position
	  	 
	 1
	  	CEO Designate – ZI	  	
	 2
	  	CEO – Aluminium & Power Sector	  	
	 3
	  	Group Treasury Head	  	
	 4
	  	Group Legal Counsel	  	
	 5
	  	Group Company Secretary, SSL	  	

 In line with our philosophy of providing competitive remuneration package that attracts and motivates high
quality resources, we intend to cover them in PSP scheme effective their joining. 
 The above resources will be granted options effective
1st day of the immediately succeeding quarter in line with PSP scheme wherein vesting will be on completion of the 36-month performance period from the date of grant subject to achievement of performance conditions and continued employment as on the
date of vesting. 
 We recommend for a prior approval of 100,000 options to line with the aforesaid proposal. 

 

			
	Enclosed:	  	Annexure A – Proposal for Executive Directors and PDMR
		  	Annexure B – Guidelines for calculating the number of options for employees
		  	Annexure C – List of employees covered in PSP 2014


  
 Performance Share Plan / Vedanta / Remco
/ November 2014 








 Annexure A: PSP 2014 proposal for Executive Directors and PDMR 

Executive Directors, VR Plc: 
  

																									
	 Position
	  	INR Base	 	  	GBP Base	 	  	Total Base
(in GBP)	 	  	Number of
options proposed	 	  	Value of
options at £10
(in GBP)	 	  	% of Base	 
	 Executive Chairman
	  	 	—  	  	  	 	1,608,000	  	  	 	1,608,000	  	  	 	225,000	  	  	 	2,250,000	  	  	 	140	% 
	 Dy Executive Chairman
	  	 	92,650,000	  	  	 	85,000	  	  	 	1,011,500	  	  	 	140,000	  	  	 	1,400,000	  	  	 	138	% 
	 Chief Executive Officer
	  	 	—  	  	  	 	1,000,000	  	  	 	1,000,000	  	  	 	170,000	  	  	 	1,700,000	  	  	 	170	%* 

 Note: * PSP coverage is governed by the appointment contract. Share price of GBP 8.8 considered for calculating grant numbers.

 PDMR list: The other PDMR members will be awarded options as proposed below: 

 

									
	 Sl No
	  	 Co
	  	 Name
	  	Options Proposed for PSP 2014
(Share Price - 
£ 10 ; GBP : INR - 100)	 
	 1
	  	Corp	  	 Tarun Jain
	  	 	95,000	  
	 2
	  	Corp	  	 D D Jalan
	  	 	50,000	  
	 3
	  	Corp	  	 Agnivesh Agarwal
	  	 	50,000	  
	 4
	  	SSL, J	  	 SK Roongta
	  	 	40,000	  
	 5
	  	ZI	  	 R Kishore Kumar
	  	 	30,000	  
	 6
	  	HZL	  	 Akhilesh Joshi
	  	 	30,000	  
	 7
	  	Corp	  	 Dilip Golani
	  	 	27,500	  
	 8
	  	SC	  	 P Ramnath
	  	 	22,000	  
	 9
	  	SSL, J	  	 Abhijit Pati
	  	 	22,000	  
	 10
	  	HZL	  	 Sunil Duggal
	  	 	22,000	  
	 11
	  	IOB	  	 Pramod Unde
	  	 	22,000	  
	 12
	  	KCM	  	 Steven Din
	  	 	22,000	  
	 13
	  	Corp	  	 Rajesh Padmanabhan
	  	 	20,000	  
	 14
	  	Proj	  	 M Siddiqi
	  	 	16,500	  
	 15
	  	Corp	  	 Ashwin Bajaj
	  	 	16500	  
	 16
	  	Balco	  	 Ramesh Nair
	  	 	15,000	  
	 17
	  	Corp	  	 Roma Balwani
	  	 	13,000	  
	 18
	  	Corp	  	 Deepak Kumar
	  	 	11,000	  


  
 Performance Share Plan / Vedanta / Remco
/ November 2014 








 Annexure B: Guidelines on coverage in PSP 

 

	 	•	 	35% of professional population will be eligible for coverage 

  

	 	•	 	Employees with a rating of not less than ‘Good’ in the last appraisal will be eligible. 

  

	 	•	 	M6 entry level freshers should have completed atleast 1 year of service as on 1st August 2014 and M7 entry level freshers should have completed alteast 2 years
of service as on 1st August 2014. 

  

	 	•	 	Employees due to retire in the next 6 months will not be eligible. 

  

	 	•	 	The eligible population to be plotted on performance and potential matrix with 70% weighting on performance and 30% weighting on potential. 


 

	 	•	 	Performance scoring based on latest appraisal rating will be as follows: 

  

							
	 Rating
	 	 Excellent
	 	 Very Good
	 	 Good

	Score	 	100	 	80	 	60

  

	 	•	 	Potential scoring will be based on pre-determined criteria as below: 

  

							
	 Potential Level
	 	 High Potential
	 	 Medium Potential
	 	 Low Potential

	Score	 	100	 	80	 	60

 Factors determining potential levels: 
  


	 	•	 	Key strategic initiatives over and above the work responsibilities and the impact on the unit/business/group at large. 

  

	 	•	 	Key talent (identified in succession pipeline / scalable to large role, role / person - criticality). 

  

	 	•	 	Demonstrated mobility having moved over units / functions / locations. 

  

	 	•	 	Stakeholder relations including external influence, if any. 

  

	 	•	 	Based final weighted average score employees will be categorized in four categories as below with I being the highest rating. 

  

																	
	 Category
	  	I	 	 	II	 	 	III	 	 	IV	 
	 Population Distribution
	  	 	10	% 	 	 	15	% 	 	 	55	% 	 	 	20	% 


  
 Performance Share Plan / Vedanta / Remco
/ November 2014