Common use of Performance Equity Grant Clause in Contracts

Performance Equity Grant. Subject to the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant in the form of RSUs, covering Company Shares, for the fiscal years commencing 2023-24 onwards, having a Value equal to Rupees Thirty Four Crores and Seventy Five Lakhs (INR 347,500,000). For the fiscal year 2022-23, the Executive will be eligible to receive an annual performance-based stock incentive grant in the form of RSUs covering Company Shares, as soon as practicable, after the receipt of the shareholders’ approval and having a Value equal to Rupees Twenty One Crores and Seventy Five Lakhs (INR 217,500,000). All annual performance-based stock incentive grants made in pursuance of this Section 2(iii)(b) are hereinafter referred to as the “Annual Performance Equity Grant”. The number of RSUs that will vest under each Annual Performance Equity Grant shall be calculated upon the Executive’s successful completion of each full fiscal year with the Company, the first of which shall conclude on March 31, 2023. In addition, the vesting of the Annual Performance Equity Grant is subject to the Company’s achievement of certain milestones as determined by the Board (or its committee) in its sole discretion, from time to time, in consultation with the Executive; and any RSUs that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited. The Annual Performance Equity Grant shall be granted to Executive within sixty (60) days of the beginning of each fiscal year during the Executive’s Term, except for Annual Performance Equity Grant for the fiscal year 2022-23. The RSUs shall vest as soon as practicable, after the Board (or its committee) determines the number of RSUs that will vest under each Annual Performance Equity Grant but in no event later than the 15th day of the 3rd month following the close of the Company’s fiscal year in which such grant was made.

Performance Equity Grant. Subject to The Company shall grant Executive a one-time award under the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant Plan of 100,000 “Restricted Stock Units,” as defined in the form of RSUsPlan, covering Company Shares, for effective two business days following the fiscal years commencing 2023-24 onwards, having a Value equal to Rupees Thirty Four Crores and Seventy Five Lakhs Effective Date (INR 347,500,000). For the fiscal year 2022-23, the Executive will be eligible to receive an annual performance-based stock incentive grant in the form of RSUs covering Company Shares, as soon as practicable, after the receipt of the shareholders’ approval and having a Value equal to Rupees Twenty One Crores and Seventy Five Lakhs (INR 217,500,000). All annual performance-based stock incentive grants made in pursuance of this Section 2(iii)(b) are hereinafter referred to as the “Annual Performance Equity Grant”). The number of RSUs that will vest under each Annual Performance Equity Grant shall be calculated upon made subject to Shareholder Approval. The Restricted Stock Units in the Executive’s successful completion of each full fiscal year with the Company, the first of which shall conclude on March 31, 2023. In addition, the vesting of the Annual Performance Equity Grant is shall be subject to both time vesting and performance vesting. Subject to Executive’s continued compliance with any restrictive covenants by which Executive may be bound and continuous service as an employee of the Company or a Subsidiary from the Effective Date through the applicable vesting date, the Restricted Stock Units in the Performance Equity Grant will (A) with respect to a Performance Vesting Condition (as defined below), vest on the last day of the month in which such Performance Vesting Condition is met, and (B) performance vest as follows: (i) fifty percent (50%) will vest upon the Company’s achievement of certain milestones as determined an aggregate market value of voting and non-voting common equity held by the Board (or its committee) in its sole discretion, from time to time, in consultation with the Executive; and any RSUs that do not vest as a result of the failure non-affiliates of the Company of $75 million or more, such that the Company is no longer subject to meet the milestones “Baby Shelf Rules” of Form S-3 (the “Baby Shelf Performance Vesting Condition”), and (ii) fifty percent (50%) will vest upon the Company’s achievement of a market capitalization of $200 million, which shall be forfeited. The Annual determined based on the 30-day volume weighted average price of the Common Stock measured as of the end of each full calendar month following the date of grant (the “Market Cap Performance Vesting Condition” and together with the Baby Shelf Performance Vesting Condition, “the Performance Vesting Conditions”); provided, that (X) for the avoidance of doubt, no restricted stock units in the Performance Equity Grant shall be granted to Executive within sixty will vest solely based on the passage of time, (60Y) days of no restricted units in the beginning of each fiscal year during the Executive’s Term, except for Annual Performance Equity Grant for will vest prior to the fiscal date that is one year 2022-23. The RSUs shall vest as soon as practicable, after the Board date of grant, and (or its committeeZ) determines any restricted stock units in the number of RSUs that will vest under each Annual Performance Equity Grant but in no event later than the 15th day of the 3rd month following the close of the Company’s fiscal year in which such grant was madethat are not performance vested on December 31, 2026 shall automatically be forfeited.

Performance Equity Grant. Subject to the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant in the form an Annual Performance Equity Grant of RSUs, covering Company Shares, for the fiscal years commencing 2023-24 onwards, Shares having a Value equal to Rupees Thirty Four Crores and Seventy Five Thirteen Hundred Lakhs (INR 347,500,000130,000,000). For the fiscal year 2022-23, the Executive will be eligible to receive an annual performance-based stock incentive grant in the form of RSUs covering Company Shares, as soon as practicable, after the receipt of the shareholders’ approval and having a Value equal to Rupees Twenty One Crores and Seventy Five Lakhs (INR 217,500,000). All annual performance-based stock incentive grants made in pursuance of this Section 2(iii)(b) are hereinafter referred to as the “Annual Performance Equity Grant”. The number of RSUs shares that will vest under each Annual Performance Equity Grant shall be calculated upon the Executive’s successful completion of each of his three (3) full fiscal year years with the Company, the first of which shall conclude on March 31, 20232021. In addition, the The vesting of the Annual Performance Equity Grant is subject to the Company’s achievement of certain milestones as determined by the Board (or its committee) in its sole discretion, from time to time, in consultation with the Executive; and any RSUs Shares that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited. The Annual Performance Equity Grant shall be granted to Executive within sixty (60) days of the beginning of each fiscal financial year during the for each year of Executive’s Term, except for Annual Performance Equity Grant for the fiscal year 2022-23. The RSUs Shares shall vest as soon as practicable, practicable after the Board (or its committee) determines the number of RSUs shares that will vest under each Annual Performance Equity Grant but in no event later than the 15th day of the 3rd month following the close of the Company’s fiscal year. For the Performance Equity Grant to vest the Executive must be employed with the Company on March 31 of the fiscal year; except in the event the Agreement is not renewed after the Initial Term the Executive shall be entitled to receive the Shares under the Performance Equity Grant for the three (3) year period ending March 31, 2023, subject to the achievement of the milestones determined by Board and pro-rated to account for the partial time he was employed for the fiscal year 2022-2023. For purposes of this Section, “Value” of a Share subject to an award of RSUs will be the closing trading price of the applicable Share on the national stock exchange (“NSE”) on the Grant Date. The vesting and other terms of each Grant shall be subject to the Company’s “Infosys Limited 2015 Stock Incentive Compensation Plan,” any agreements evidencing the award, and as determined by the Board (or its committee), in which such grant was madeits sole discretion, from time to time. In case of any conflict between the provisions of this Agreement and the agreement evidencing the award the terms of this Agreement shall prevail however nothing herein shall supersede the “Infosys Limited 2015 Stock Incentive Compensation Plan.”