ICICI Bank 2011 Annual Report Download - page 33

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.
Options granted for fiscal 2004 to 2008 vest in a graded manner over a four-year period, with 20%, 20%, 30% and
30% of the grants vesting in each year, commencing not earlier than 12 months from the date of grant. Options
granted in April 2009 vest in a graded manner over a five year period with 20%, 20%, 30% and 30% of grant
vesting each year commencing from the end of 24 months from the date of grant.
Options granted in April 2010 vest in a graded manner over a four year period with 20%, 20%, 30% and 30% of
the grant vesting each year commencing from the end of 12 months from the date of grant.
On the basis of the recommendation of the Board Governance, Remuneration and Nomination Committee
(BGRNC), the Board at its Meeting held on October 29, 2010 approved a grant of approximately 3.1 million options
as a special measure to eligible employees and wholetime Directors of ICICI Bank and certain of its subsidiaries.
Each option confers on the beneficiary a right to apply for one equity share of face value of ` 10 of ICICI Bank at
` 967.00 which was the average closing price of the ICICI Bank stock on the stock exchange during the six months
up to October 28, 2010. 50% of the options granted would vest on April 30, 2014 and the balance 50% on April 30,
2015. The Bank has received approval of RBI for the above grant of options to wholetime Directors of the Bank.
The Board further at its meeting held on April 28, 2011 approved a grant of approximately 4.25 million options for
fiscal 2011 to eligible employees and wholetime Directors (options granted to wholetime Directors being subject
to RBI approval). Each option confers on the employee a right to apply for one equity share of face value of ` 10 of
ICICI Bank at ` 1,106.85 which was closing price on the stock exchange which recorded the highest trading volume
in ICICI Bank shares on April 27, 2011. These options would vest over a four year period, with 20%, 20%, 30% and
30% respectively of the grant of vesting each year commencing from the end of 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 till July 21, 2004 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. The price for options granted on or after July 22, 2004 (other than the
grants made on October 29, 2010) is equal to the closing price on the stock exchange which recorded the highest
trading volume preceding the date of grant of options. The above disclosure is in line with the SEBI guidelines, as
amended from time to time.
Particulars of options granted by ICICI Bank upto April 28, 2011 are given below:
Options granted till April 28, 20111 (excluding options forfeited/lapsed) 53,152,313
Options forfeited/lapsed 9,087,542
Options exercised 28,693,881
Total number of options in force 24,458,432
Options vested 42,706,923
Number of shares allotted pursuant to exercise of options 28,693,881
Extinguishment or modification of options Nil
Amount realised by exercise of options (` ) 6,734,413,993
1. Includes Options granted to wholetime Directors pending RBI approval
No employee 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 AS-20 was ` 45.06 in fiscal 2011 against basic EPS of ` 45.27. The Bank recognised a
compensation cost of ` 2.9 million in fiscal 2011 based on the intrinsic value of options. However if ICICI
Bank had used the fair value of options based on binomial tree model, compensation cost in the year ended
March 31, 2011 would have been higher by ` 905.8 million and proforma profit after tax would have been
` 50.60 billion. On a proforma basis, ICICI Bank’s basic and diluted earnings per share would have been
` 44.47 and ` 44.27 respectively.
Annual Report 2010-2011 31