Sample Business Contracts

Associate Stock Option Plan '99 - Satyam Infoway Ltd.

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                            Associate Stock Option
                                   Plan' 99

                            Satyam Infoway Limited

1.0 Objective

    In furtherance of the corporate policy of SATYAM INFOWAY LIMITED (SATYAM) of
    creating an environment conducive to higher growth opportunities to
    associates, the Associate Stock Option Plan' 99 (ASOP) is designed to make
    the associates, partners in progress.

    The plan is aimed at the following :

    .  rewarding the associates for their performance  and contribution to the
       success and growth of  SATYAM

    .  providing them with a good and attractive motivational tool to improve
       their performance

    .  providing an opportunity for the professional partners to become
       financial partners in the Equity of SATYAM

    .  retaining the talent and services of the associates who have contributed
       to the success of SATYAM

2.0 Definitions

In this plan, unless the context otherwise requires

2.1  "Scheme" means "Associate Stock Option Plan" for Associates

2.2  "SATYAM" means "Satyam Infoway Limited"

2.3  "Board of Directors" means the "Board of Directors of SATYAM"

2.4  "Associate" means Employee of SATYAM either on full time or part time, in
     the regular service.

2.5  "Trust" means Satyam Infoway Associates Trust constituted in pursuance of
     the resolutions passed at the Annual General Meeting and Board of Directors
     meeting approving the Associate Stock Option Plan for associates.

2.6  "Compensation Committee" means a committee of directors constituted and
     authorised by `the Board of Directors' of SATYAM

2.7  "Warrant" means a document entitling the associate to whom it has been
     issued/transferred to apply for and get allotted one equity share of SATYAM
     subject to other clauses of the scheme. However, the warrant shall not
     entitle the holder to any dividend that may be declared by SATYAM.

2.8  "Conversion Price" means the price determined by the Board of Directors
     from time to time in accordance with the notifications, guidelines and
     clarifications issued by SEBI or any other statutory authority from time to
     time as applicable.

3.0 Administration

3.1  A "Satyam Infoway Associates Trust" will be constituted, in terms of a
     Trust Deed, as part of the plan to be entrusted with the responsibility of
     being the Operating Agency for administering the ASOP.

3.2  The trust will be allotted warrants in pursuance of the resolution(s)
     passed at the Annual General Meeting of SATYAM. The trust will hold those
     warrants for and on behalf of the associates of SATYAM.

3.3  On the recommendations of the "Compensation Committee", the trust will
     transfer the warrants to identified associates, with an option to convert
     the issued warrants into Equity Shares at the rates indicated in the
     warrants, before conversion date.

3.4  The trust will also be holding the shares allotted to the associates for
     and on their behalf, in terms of clauses 11.0 to 11.4 dealing with the
     conversion before the conversion date.

3.5  The Trust will also act as coordinator for disposal of odd lot shares held
     by Associates.

3.6  The administration of the trust shall be as per the Administration Manual
     of the trust read with the Trust Deed and the scheme. In cases of
     incompatibility among the scheme, Trust Deed and the Administration Manual,
     the provisions of the scheme and Trust Deed shall override the
     Administration Manual.

4.0 Quantum of the plan

4.1  The trust will be allotted warrants entitling the holders for allotment of
     shares in terms of the scheme, for a quantum not exceeding 5% of the paid
     up capital in any one year in terms of the resolution passed at Annual
     General Meeting for being transferred to eligible associates identified by
     the "Compensation Committee", which may be increased as per guidelines
     issued by SEBI from time to time.

5.0  Functions of Compensation Committee

5.1  Guided by the principles of fairness, impartiality and natural justice, the
     Compensation Committee will study and assess the eligible associates, based
     on the guidelines for assessment formulated as part of the plan from time
     to time and make recommendations of identified associates to the Trust.

5.2  The Compensation Committee shall have the right to exclude any one from the
     list of eligible associates, from being identified for the benefits of the

5.3  The recommendations of the Compensation Committee shall be final and are
     not subject to review or appeal at the request/demand of associates.

6.0 Eligible Associates

6.1  Full time and part time associates of SATYAM.

6.2  Out of eligible associates the Compensation Committee shall identify and
     recommend the associates to the benefits of the scheme.

7.0 Basis of selection by Compensation Committee

7.1  Basis of selection out of eligible associates shall be as per the
     guidelines framed and approved by the Board of Directors from time to time.

7.2  The factors to be considered for assessment of associates for selection
     shall be:

     .  Performance
     .  Organisational Development
     .  Customer Satisfaction

7.3  The weightage to the factors mentioned in clause 7.2 and any addition or
     deletion to the list of factors shall be decided by the Board of Directors
     initially and shall be reviewed periodically by the Board of Directors.

7.4  The Board of Directors shall also decide the quantum of eligibility to
     shares for different categories of associates on the basis of identified
     parameters and in terms of the scoring of the associates in the assessment.

7.5  The Board shall also determine the minimum scoring that an associate in
     each category has to score to be considered for the benefits of the scheme.

7.6  The Board of Directors reserves the right to factor different parameters
     and different weightages for different categories of the associates.

7.7  The Compensation Committee can also recommend associates for awards for
     exceptional performance and or contribution for the organizational growth.

7.8  The Compensation Committee can also recommend new Associates joining Satyam
     to the benefits of the scheme, if they are found to be Key Performers.

7.9  The Compensation Committee shall seek the guidance and clarifications if
     any required, from the Board of Directors in implementing the assessment

8.0 Issue of warrants

8.1  The trust will hold the number of warrants allotted to the trust for and
     on behalf of the associates of SATYAM.

8.2  Based on the recommendations of the Compensation Committee, the trust will
     transfer the number of warrants recommended to identified associate

8.3  The consideration for transfer of warrants by trust will be Re.1/- per
     warrant to be paid by associate to trust, before the transfer of the

8.4  The warrants shall not be transferable by any eligible associate, on or
     before the conversion date, except to the trust in cases of the associate
     ceasing to be an associate of the company or its subsidiaries by reason of
     resignation, dismissal or severance of employment due to reasons of non-
     performance or otherwise. In such cases of severance of employment, the
     warrants will be transferred back to trust at the same consideration as
     paid by the associate.

8.5  In the event of the associate dying in harness or attaining the age of
     superannuation, the rights and obligations under the warrants shall accrue
     to the legal heirs of the associate or to the associate as the case may be.

8.6  In cases where an associate has different conversion dates for different
     lots of warrants issued to him, the separate warrant certificates will be
     issued for each set of warrants with different conversion dates.

8.7  In cases where the warrants entitles an associate, with odd lot (not being
     marketable lot), the trust will interact with the associates and arrange
     for making them marketable lots in the best interests of all parties

8.8  The warrant certificate shall indicate the warrant certificate number, name
     of the associate holding the warrants, number of warrants held by the
     associate, Conversion price at which warrants will be converted into shares
     and the Conversion Date, along with main terms and conditions of issue of

8.9  The format of the warrant certificate shall be as per Annexure I.

9.0 Conversion Date

9.1  The associate holding warrants may apply for conversion of the warrants on
     the date mentioned in those warrants/warrant certificates as conversion

9.2  The conversion date shall be determined by Advisory Board considering the
     period of applicability, the date of issue of warrants and lock in period
     applicable to the associate concerned as per the guidelines approved by
     Board of Directors from time to time. There shall be a grace period of 30
     days from conversion date for exercising the option.

9.3  The warrants shall not be permitted to be converted after the grace period
     as contained in Clause 10.2 hereof from the conversion date after which all
     the rights under warrants will become invalid. In such cases the
     consideration for the warrants paid by associates to the trust will be
     refunded to the associate.

9.4  Every associate who is entitled for conversion of warrants shall before the
     conversion date approach Satyam Infoway Associates Trust for initiating the
     conversion process.

10.0 Conversion Option

10.1 Associates opting for conversion can apply for conversion of warrants
     into shares in form prescribed for the purpose.

10.2 Associates may at their discretion, opt for conversion on the conversion
     date of all the warrants held by him/her or some of the warrants. In the
     event of partial conversion, the consideration paid for warrants not
     converted shall be refunded.

10.3 On exercise of option, the associate shall submit the letter of conversion
     to Satyam Infoway Associates Trust, for allotment of shares in his name.
     The Trust shall collect the consideration for conversion arrived at as a
     product of number of warrants opted for conversion and the conversion price
     as reduced by the price of the warrant paid by the associate for the number
     of warrants opted for conversion by the associate. This option shall be
     exercised before the expiry of grace period. The collection of
     consideration shall be in the form of cheques/demand drafts/pay orders in
     favor of "Satyam Infoway Associates Trust".

10.4 On receipt of the warrants with payment as mentioned in Clause 10.3,
     SATYAM shall take necessary steps for allotment of shares.

10.5 Associates who do not want to avail ASOP, may opt out of the scheme any
     time before conversion date and surrender the warrant certificate to trust
     for cancellation. Such option can be exercised at their discretion even
     before issue of warrant certificates by not communicating their acceptance
     to the offer of warrants.

11.0 Bonus/Rights Issue

11.1 In the event of a Bonus/Rights or any other issue of securities to the
     existing shareholders, the warrant-holders may be given an opportunity of
     exercising conversion option, even before conversion date and record date
     for issue of Bonus/Rights or other issue or shares, to enable the warrant
     holders to be eligible for issue of rights/bonus shares or other
     securities, if any. Such opportunity shall be subject to guidelines/
     clarifications/ rules framed by SEBI and or any statutory authority.

11.2 The shares allotted because of preponement of conversion option, will be
     in the custody of the Trust to be released to the associates after the
     conversion date.

11.3 In the event of severance of employment before conversion date as referred
     to in clause 8.4 of the scheme, after conversion in accordance with the
     clause 12.1, the shares shall be transferred back by the associate to the
     Trust at the conversion price.

11.4 However the shares allotted as bonus/rights shares to the associates, in
     the capacity of shareholders would not be subjected to lock-in and will be
     available to be held by the associate. However, they would be subject to
     same terms and conditions as applicable to the rights/bonus issue.

11.5 The shares allotted as bonus/rights shares to associates under this clause
     shall not be mortgaged or pledged or hypothecated by the associates.

11.6 The dividends if any, received on the shares held by Trust, on behalf of
     Associates will be maintained with Trust and be distributed to the
     Associates on whose behalf the dividends are received, after the conversion
     date, in case of continuance of employment. In the event of severance of
     employment the dividends received will be forfeited by the Trust.

12. Lock-In Period

12.1 The warrants held by the associates are not transferable during the
     validity of the warrant except back to the trust. The said warrants cannot
     be pledged/hypothecated/ charged/ assigned/ mortgaged or in any manner
     disposed of or alienated.

12.2 In case of cessation of service as mentioned in clause No.8.4 the warrants
     shall be forthwith transferred back to the trust, by the associate.

12.3 In case of Bonus/ Rights Issue, where the conversion option is permitted to
     be exercised before conversion date in terms of clause 11.1, the shares so
     converted will be subject to lock in period for unexpired period up to
     conversion date.

12.4 During the lock in period, the shares will be in the safe custody of the

13.0 Safe Custody

13.1 The trust would be empowered by an agreement with the associate for

     .  Safe custody of shares in cases where conversion is permitted before
        conversion date due to bonus/ rights issue.
     .  Issue of a statement, every financial year, during the period of
        custody, to the associate intimating the number of shares held in trust
        on behalf of the associate.

14.0 Shares After Conversion

14.1 The shares transferred to the associate after conversion from warrants,
     shall be the absolute property of the associate and will be held by the
     associate, subject to the lock-in period.

14.2 As a registered shareholder he will be entitled to all the benefits which
     may accrue to him such as dividends, bonus, rights, etc.

14.3 Shares issued as bonus shares or rights shares after conversion into
     shares, after lock in period, will not be subjected to any lock in period.

14.4 The shares arising on conversion shall rank pari passu with all other
     equity shares of SATYAM for the time being in force; from the date of

15.0 Loans For Purchase Of Shares

15.1 While the associates are at liberty to contract for loans for purchase/
     conversion of shares from outside sources, the terms and conditions of the
     scheme/policy for granting of loans to associates will apply if the loans
     are either from SATYAM or the Trust.

15.2 The company shall have lien on the shares converted under the scheme, that
     are held in the name of the associate, for any moneys due to the company by
     the associate either due to loans from the company or otherwise.

16.0 Listing of Shares

16.1 The shares allotted to associates on conversion shall be listed on the
     stock exchanges subject to the terms and conditions of this scheme and
     terms and conditions of the listing agreement.

17.0 Tax Liability

17.1 Any tax liability on account of issue of warrants/ conversion into shares/
     allotment of shares/ transfer of shares shall be that of the associate

18.0 Modifications to the Scheme

18.1 The Board of Directors reserves the right to change the terms and
     conditions of the scheme, at any time, at its discretion.

18.2 Such changes in terms and conditions as per clause 18.1 can also be due to
     any change in the law applicable to the scheme or any mutual agreement
     between SATYAM and its associates.

18.3 Subject to any law for the time being in force, the changes if any, brought
     in terms of clause 18.1 would be prospective for implementation and shall
     not affect the rights and obligations created under the Scheme to SATYAM or

19.0 Contract of Employment

19.1 This scheme shall not form part of any contract of employment between
     SATYAM and the associate. The rights and obligations of any individual
     under the contract of employment shall not be affected by his participation
     in this scheme or any right which he may have to participate in it.

19.2 Nothing in this scheme shall afford any associate any additional right(s)
     as to compensation or damages in consequence of the termination of such
     office or employment for any reason.

19.3 This scheme shall not confer any associate any legal or equitable right
     against SATYAM either directly or indirectly or give rise to any cause of
     action in law or equity against SATYAM.

20.0 Government Regulations

20.1 This scheme is subject to all applicable laws, rules, regulations,
     guidelines and to such approvals from any governmental agencies as may be
     required. In case of any contradiction between the provisions of this
     Scheme and any provisions, rules, regulations, guidelines issued by any
     governmental agencies, the provisions of law shall override the provisions
     of this scheme.

20.2 The associates who are granted warrants/ shares under the scheme shall
     comply with such requirements of law as may be necessary.

21.0 General Risks

21.1 SATYAM does not guarantee any return on the equity investment made by
     associates as part of the scheme. Any loss due to fluctuations in the
     market price of the equity including the shortfall in the expectations or
     projections and the risks associated with the investment are that of the
     associate alone.


THIS DEED OF TRUST declared and executed on this the 27/th/ day of September,
1999 at Chennai by SATYAM INFOWAY LIMITED, a company incorporated under the
Companies Act, 1956 and having its Registered Office at II floor, 1-8-303/36,
Mayfair Centre, S.P. Road, Secunderabad - 500 003 represented by its Managing
Director, Mr. R. Ramaraj S/o Mr. R. Rajasekhar, aged about 49 years, residing at
No.7, Canal Bank Road, K.B.Nagar, Chennai- 600020 Hereinafter referred to as the
"AUTHOR"  (which expression shall, wherever the context so admits, mean and
include successors-in-business and assigns ) OF THE ONE PART


1.   Mr. T.R. Santhanakrishnan, Chief Financial Officer, S/o Mr.
     T.K.Radhakrishnan aged about 42 years residing at A2, Alsa Brent wood, 38,
     First Main Road, R A Puram, Chennai - 600028;

2.   Mr. K. Thiagarajan, General Manager - Finance, S/o Mr. R. Krishnaraj, aged
     about 33 years, residing at B-13,No.10, South Lock Street, Kottur, Chennai-

3.   Mr. Ajit. G. Abraham, Vice President - Human Resources, S/o Mr. P.J.
     Abraham, aged about 40 years, residing at 3-B, Cedar Park-I, 4/th/ Main
     Road Extension, Kotturpuram, Chennai-600085,

(Hereinafter referred to as the "TRUSTEES", which expression shall mean and
include their respective representatives, assigns) OF THE OTHER PART

WHEREAS the Author is a Public Limited Company incorporated by a Certificate of
Incorporation granted by Registrar of Companies on the 12/th/ December, 1995,

WHEREAS  the Author has been established for the purposes of carrying on the
business of providing internet services and facilitating electronic commerce,

WHEREAS  at the meeting of the shareholders of the Author, held on 19/th/ March,
1999 the shareholders considered and approved issue of new equity shares to
employees, directly or through the medium of Warrants/Fully Convertible
Debetures/Partly Convertible Debentures/any other appropriate instrument or
security, at such price and on such terms and conditions as the Board may in
their absolute discretion think fit, to a trust to be set-up for the purpose of
implementing the scheme of Associates Stock Option Plan or directly to the
employees of the Company and whereas the Board of Directors have been authorised
to do all things necessary for the purpose,

WHEREAS  at a meeting of the Board of Directors of the Author, held on 24/th/
March, 1999 the Board of Directors considered formulating a scheme for providing
stock options to its employees and it was unanimously resolved by the Board of
Directors of the Author to establish a Trust for the purpose of implementing the
Associate Stock Option Plan (hereinafter referred to as the scheme) as
formulated, adopted, amended and advised by the Board of Directors of the Author
to the Trust subject to such rules and regulations as the Trustees may from time
to time frame,

WHEREAS in terms of the resolution of the Board of Directors of the Author, Mr.
R. Ramaraj, Managing Director, has been authorised to establish a Trust for the
benefit of the associates of the Author, with its office at Maanasarovar Towers,
No.271-A, Anna Salai , Teynampet, Chennai-600018,

WHEREAS in pursuance of the said resolution of the Author, the Author is
desirous of setting up a Trust for the benefit of the associates for the
purposes of implementing the stock option scheme, and

WHEREAS the Author has requested the Trustees to hold the property of the Trust
for the benefit of the beneficiaries subject to the terms and conditions which
are set out hereinafter.


1.  The Trust shall be known as " SATYAM INFOWAY ASSOCIATES TRUST"

2.  The word 'Associate' in this document means Employee of Author either on
    full time or part time, in the regular service and includes full time or
    part time employees of subsidiary companies of Author.

3.  The author makes an initial contribution of Rs. 25,000/- (Rupees Twenty Five
    Thousand only) (hereinafter referred to as " Trust Fund " towards the Corpus
    of the Trust).

4.  The Author of the Trust agrees to lend such amount of money to the Trustees
    as may be required from time to time for fulfilling objectives of this
    Trust. The Trustees agree to hold such monies received together with all
    accretions, additions and donations which may be received by the Trustees in
    future from the author subject to the terms and conditions hereof for the
    benefit of the beneficiaries. The trustees also agree to repay such sums as
    per the terms and conditions that may be agreed upon from time to time.

5.  The objects of the Trust are to provide stock option to the selected
    associates of the Author. From out of the Trust funds and the additions and
    accretions made thereto from time to time, the trust shall acquire and / or
    purchase warrants, shares or any other financial instruments (hereinafter
    referred to as 'securities') as may be issued from time to time of the
    Author and / or its subsidiaries only and not of any other company. The
    Trust shall be further entitled to make over the said securities to the
    associates of the Author, who are from time to time notified by the
    Compensation Committee constituted by the Author to be eligible for the
    benefits under this Trust Deed. The acquisition, holding, transfer, re-
    purchase or re-transfer and all acts incidental thereto shall be in terms of
    and in accordance with the scheme as formulated, approved, adopted, amended
    and advised by the Author from time to time.

6.  The trustees shall have the requisite power and authority to frame rules and
    regulations for the purposes of its administration in accordance with the
    scheme. The rules and regulations may further provide circumstances in which
    the benefits under the Trust Deed to a particular employee may be confirmed
    upon or withdrawn; and in particular the consequences of resignation /
    termination of the services of the employees with Author. All such rules and
    regulations framed by the trustees from time to time shall be considered as
    part and parcel of this Trust Deed itself and the Trust shall be subject to
    such rules and regulations.

7.  The Author agrees to meet the legal and normal administrative expenditure
    incurred by the trustees for due and efficient management of the affairs and
    properties of the Trust.

8.  The Trust hereby created is irrevocable and the Author does not reserve any
    power of revocation of the Trust, except for compliance with any laws,
    rules, regulations, guidelines from any governmental agencies.

9.  The Trustees shall upon the receipt of the Trust Fund and upon receipt of
    such further funds as may be made over to the Trust by the Author shall
    proceed to acquire such securities in the name of the Trust for the benefit
    of the beneficiaries.

10. The Trust shall act upon the recommendation of Compensatrion Committee of
    the Board of Directors constituted in terms of the scheme of the Author, and
    transfer such number of securities to such beneficiaries of the Trust from
    time to time, upon receipt of consideration as fixed in terms of the scheme.

11. The receipt(s) of consideration for transfer of securities to beneficiaries
    shall be passed on to the Author from time to time for full or partial
    reduction of loans obtained by the Trust for its activities.

12. The Trust shall maintain in its safe-custody the securities acquired by or
    pending transfer to the beneficiaries.

13. The Trust shall also maintain in its safe-custody the securities transferred
    to beneficiaries for such period as may be contracted between the trust and
    the beneficiaries to whom securities have been transferred.

14. During such period of safe-custody, the Trust shall cause a statement to be
    issued periodically intimating the number of securities held in trust on
    behalf of the beneficiary.

15. Without prejudice to the generality of the powers vested in the Trustees,
    the Trustees shall have the following specific powers:

    (a)  to enter into agreements, contracts and to cancel or vary them;

    (b)  to receive any money and to grant receipts and discharge thereof;

    (c)  to institute, prosecute and defend all actions and proceedings,
         including suits, appeals, reviews, revisions execution and the like
         before the Government, Courts, Tribunals, Revenue, Municipal and Local
         Authorities and taxation authorities and to represent the Trust before

    (d)  to enter into any compromise and to refer to matters to arbitration;

    (e)  to engage the service of any persons(s) upon such remuneration and
         terms as the Trustees may deem fit, to take disciplinary action against
         them and also to terminate their services;

    (f)  to incur all costs and expenses considered by the Trustees to be
         necessary for the due and efficient management of the affairs and
         properties of the Trust;

    (g)  to open account(s) in such Bank(s) as the Trustees deem fit and operate
         all such account(s) jointly by any two Trustees authorized by the

    (h)  to delegate to any person(s) all or any of the foregoing powers
         conferred on the Trustees subject however, to their retaining the
         ultimate control and direction over the action and conduct of the

    (i)  Notwithstanding anything contained in these presents, the Trustees may
         borrow monies, raise loans, otherwise raise funds with or without
         interest from Bank(s), financial institutions, companies, employees,
         individuals or any other trust including Satyam Infoway Limited, as may
         be considered appropriate by the Trustees, with or without security on
         any of the properties or assets including bonds, debentures, promissory
         notes or any other marketable securities forming part of the Trust by
         way of pledge, mortgage, hypothecation, charge or any other event.

    (j)  The Trustees may also pledge, mortgage, hypothecate or otherwise create
         encumbrances or lien by way of security or otherwise as the Trustees
         may consider appropriate for securing loans raised or bonds, debentures
         or other securities issued from time to time by the Trustees for the

    (k)  To recover the interest and other costs of borrowing from the Associate
         or to sell the securities to meet the costs of borrowing including
         interest, penalties and other costs.

    (l)  All the powers for raising loans and for creating mortgage, pledge,
         charge hypothecation or other encumbrances or other properties of the
         Trust including securities may be exercised by any two Trustees, for
         the time being, of the Trust.

16.  At the option of the Associate, Trust may be approached by Associate for
     disposal of odd lots which may be allotted to him. Trust may accept the
     responsibility of accepting the odd lots, consolidate such shares in
     marketable lots, sell them through recognised stockbroker and distribute
     the proceeds to associates after deducting brokerage and service charges.

17.  The Trustees may accept any donation or contribution in cash or otherwise
     from the Author or any other person for and on behalf of the Trust for the
     furtherance of the objects of the Trust or upon such terms and conditions,
     as they may in their absolute discretion think fit and which are not
     inconsistent with the objects of the Trust.

18.  The Trustees shall cause true and accurate accounts to be kept of all
     monies received and spent relating to all matters of the management of
     Trust properties or in relation to the carrying out of the objects and
     purposes of the Trust.

19.  The Trustees may from time to time and whenever necessary frame rules and
     regulations to carry out the objects of the Trust and otherwise for giving
     effect to the objects and purpose of the trust and also to vary, alter and
     amend the same from time to time, as they may in their absolute discretion
     deem fit and proper.

20.  The Trustees shall be respectively chargeable only for such monies, stocks,
     shares, funds and securities, as they shall actually receive,
     notwithstanding their respectively signing a receipt jointly with others,
     for the sake of conformity and shall be answerable for their acts,
     receipts, negligence and defaults respectively. The Trustees may reimburse
     themselves and pay and discharge out of the Trust Fund all expenses
     incurred in or about the execution of the Trust or any of their duties
     under these presents including reasonable travelling expenses etc.,

21. a) The Trustees hereof shall be of such number as may be determined in the
    manner set out in sub-clause (b) below and until so determined shall be two
    in number.

         Provided that the number of trustees shall be not less than two.

    (b)  The Author shall have the right to appoint and also increase the number
         of Trustees from time to time. The author can change a Trustee and
         appoint some other person as Trustee in his place.

    (c)  It is hereby declared that Mr. T. R. Santhanakrishnan, Chief Financial
         Officer, Mr. K. Thiagarajan, General Manager - Finance and Mr.
         Ajit G Abraham, Vice President - Human Resources shall be the
         present Trustees.

22. Any Trustee may retire at any time without assigning any reasons after
    giving AUTHOR a three months notice of his intention to retire and without
    being responsible for any costs occasioned by such retirement.

23. The surviving or continuing Trustees may act notwithstanding any vacancy in
    their Body.

24. Two of the Trustees present at a meeting shall form a quorum.  Mr. T.R.
    Santhanakrishnan, the first named Trustee shall chair all the Trust
    meetings.  In case of his non - availability for the Trust meetings,
    the meeting shall stand adjourned to same time and same day of the
    next week.  When the number of Trustees exceed two, the trustees may
    elect one of them as Chairman of that meeting.  At every meeting of
    the Trustees all questions shall be decided unanimously.

25. A resolution in writing circulated to all Trustees and approved by all the
    Trustees shall be valid and effective as a resolution passed at a meeting.

26. The Trustees shall not take any decision in the matter of administration of
    the Trust which is not permitted by the Scheme or which is against the
    Scheme. The Scheme shall take precedence over the Trust Deed in the matters
    where there is ambiguity.

27. Any notice / transfer or other document requiring to be signed or executed
    by the Trustees shall be regarded as properly signed or executed and shall
    be binding upon the Trustees if signed or executed by any one of the
    Trustees or by any other person duly authorized so to do by the Trustees,
    for and on behalf of the Trust.

28. Notices of the meeting of the Trustees and all communications may be sent to
    the Trustees at their address registered for the time being in the record of
    the Trust.

29. All meetings of the Trustees shall be held at such place, as the trustees
    for the time being, may from time to time decide.

30. A Trustee who is a participant or fit to be considered for participation in
    the Scheme may exercise his powers and execute his duties as such Trustee
    notwithstanding that he is or may become a participant. No decision shall be
    invalidated or questioned on the ground that the Trustee or any of them had
    a direct or other personal interest in the mode or result of such decision
    or of exercising such power or discretion provided that a Trustee shall not
    participate in any discussion or vote upon any decision affecting him
    personally either as a potential or existing participant. But this
    prohibition shall not apply to any amendment to or termination of the



1. /s/ Suchiont Murali                     /s/ R. Ramaraj
   (Suchiont Murali)                           R. RAMARAJ

2. /s/ P.K. Hari hara Subrananian          /s/ T. T. Santhanakrishnan
   (P.K. Hari hara Subrananian)            T. R. SANTHANAKRISHNAN

                                           /s/ K. THIAGARAJAN
                                               K. THIAGARAJAN

                                           /s/ AJIT G ABRAHAM
                                           AJIT G ABRAHAM