ICICI Bank 2004 Annual Report Download - page 31

Directors’ Report
Options granted for fiscal 2003 and earlier years vest in a graded manner over a three-
year period, with 20%, 30% and 50% of the grants vesting in each year, commencing
not earlier than 12 months from the date of grant. In April 2004, the Board approved the
recommendation of the Board Governance & Remuneration Committee to modify the
vesting period of stock options such that all options granted for fiscal 2004 and beyond
vest in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the
grants vesting each year, commencing not earlier than 12 months from the date of grant.
Options can be exercised within 10 years from the date of grant or five years from the
date of vesting, whichever is later. The price of the options granted prior to June 30, 2003
is the closing market price on the stock exchange, which recorded the highest trading
volume on the date of grant. The price for options granted on or after June 30, 2003 is
equal to the average of the high and low market price of the equity shares in the two
week period preceding the date of grant of the options, on the stock exchange which
recorded the highest trading volume during the two week period.
On the basis of the recommendation of the Board Governance & Remuneration
Committee, the Board at its Meeting held on April 30, 2004 approved grant of 7.5 million
options for fiscal 2004 to eligible employees including wholetime Directors. Each option
confers on the employee a right to apply for one equity share of Rs. 10 of ICICI Bank at
Rs. 300.10, which is equivalent to the average of the high and low market price of the
equity shares in the two week period preceding the date of grant of the options, on the
stock exchange which recorded the highest trading volume during the two week period.
The total number of shares of ICICI Bank covered by the ESOS as approved by the
Members is 30, 651,570. Particulars of options granted by ICICI Bank as at July 21, 2004
are given below:
Options granted
28,941,975
Options vested
11,427,627
Options exercised 5,065,038
5,065,038
Number of shares allotted pursuant to exercise of options
Options forfeited/lapsed
2,190,584
Extinguishment or modification of options -
Amount realised by exercise of options (Rs.) 740,675,541
Total number of options in force 21,686,353
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“We believe that we have a unique
value proposition that combines
strong technology capabilities, a
large balance sheet and an
extensive network. These core
strengths together with our focus
on being at the cutting edge of new
developments in the financial
sector, enable us to offer best- in-
class customer-focussed solutions
to our clients.”
Nachiket Mor
Executive Director
Options granted by ICICI Bank to senior managerial personnel for fiscal 2004 are as follows: K.V. Kamath - 250,000,
Lalita D. Gupte - 165,000, Kalpana Morparia - 150,000, Chanda D. Kochhar - 125,000, Nachiket Mor - 125,000, Bhargav
Dasgupta - 75,000, M.N. Gopinath - 37,500, N.S. Kannan - 75,000, Sanjiv Kerkar - 37,500, Vishakha Mulye - 37,500,
Ramni Nirula - 37,500, Nagesh Pinge - 37,500, Madhabi Puri-Buch - 75,000, K. Ramkumar - 37,500, Balaji Swaminathan
- 75,000 and V. Vaidyanathan - 75,000. No employee/director has a grant, in any one year, of options amounting to 5%
or more of total options granted during that year. No employee/director was granted options during any one year equal
to or exceeding 0.05% of the issued equity shares of ICICI Bank at the time of the grant.
The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with
Accounting Standard 20 was Rs. 26.44 in fiscal 2004. Since the exercise price of ICICI Bank's options is the average of
the high and low market price of the equity shares in the two week period preceding the date of grant of the options,
dickenson intellinetics 5690 2791 ICICI Annual Report 2004