EX-99.2 3 d572339dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

THIRD AMENDMENT TO

MAKEMYTRIP

2010 SHARE INCENTIVE PLAN

THIS THIRD AMENDMENT (this “Amendment”) to the MakeMyTrip 2010 Share Incentive Plan, is made and adopted by the Board of Directors (the “Board”) of MakeMyTrip Limited (the “Company”), effective as of May 31, 2017. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains MakeMyTrip 2010 Share Incentive Plan (as amended by the First Amendment and the Second Amendment thereto, the “Plan”);

WHEREAS, pursuant to Section 11.3 of the Plan, the Board has the authority to amend or modify the Plan from time to time; and

WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of May 31, 2017:

AMENDMENT

 

1. The reference to “8,281,561 Shares” in Section 3.1(a)(x) of the Plan is hereby amended to “9,357,842 Shares”.

 

2. Section 11.2 of the Plan is hereby amended and restated in its entirety as follows:

“The Plan will expire on, and no Award may be granted pursuant to the Plan after, March 31, 2022. Any Awards that are outstanding on March 31, 2022 shall remain in force according to the terms of the Plan and the applicable Award Agreement.”

 

3. This Amendment shall be and is hereby incorporated into and forms a part of the Plan.

 

4. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

[Signature page follows]


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I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of MakeMyTrip Limited on May 18, 2017.

Executed on this 18th day of May, 2017.

 

By:  

/s/ Mohit Kabra

  Name: Mohit Kabra
  Title: Group Chief Financial Officer