J U D G E M E N T

1. A petition under Section 11(6) of the Arbitration & Conciliation Act, 1996 has been filed for appointment of an Arbitrator.

2. The facts in brief are that the petitioner as the erstwhile senior level employee, was officiating on the post of Chief Human Resource Officer in the respondent Company till 31st May, 2021 and has since then left the employment of the respondent Company. It is explained that the respondent Vishal Mega Mart is a Private Limited Company and is a resultant entity constituted upon merger/ amalgamation of Vishal Mega Mart Private Limited and Rishant Wholesale Trading Private Limited pursuant to order dated 12th May, 2020 of CLT, Chandigarh Bench in CP (CAA)No.21/Chd/Hry/2019 whereby Rishant Wholesale Trading Private Limited changed its name to Vishal Mega Mart Private Limited. The respondent Company is engaged in the business of wholesale cash and carry. It is stated that prior to the merger, the petitioner entered into Employment Agreement dated 14th January, 2019 with Vishal Mega Mart Private Limited. The relevant terms of employment were as under:

"I. Petitioner's services as the Chief Human Resource Officer of the company was agreed to be continued on the terms and conditions of his employment agreement dated 14.01.2019.

II. Petitioner had to subscribe to 8,41,844 Equity Shares of Rs.10/- per Equity Share of Rishant Wholesale Trading Private Limited and subsequently through the merger of Rishanth Wholesale Trading Private Limited and the Company, a corresponding number of equity shares in the surviving entity post-merger by paying the applicable Employee Purchase Consideration.

III. Petitioner, besides agreed remunerations/bonus, was also granted 42,63,807 stock options of Rishant Wholesale Trading Private Ltd. Or the resultant entity at the strike price of Rs.10/- per Equity Share which were to vest over the following 5 years with 50% Time Based Options based upon tenure of employee and 50% Performance Based Options based upon performance of the company as per the applicable ESOP Plan/Scheme formulated in that regards.

The Respondent Company has since framed and brought into effect the relevant Rishanth Employee Stock Option Plan 2019 as supplemented by the Rishanth Employee Stock Option Scheme 2019 - "Scheme-II" which read with the Companies (Share Capital and Debentures) Rules, 2014 provides for grant of "Employees Stock Options" to the eligible employees."

3. The respondent Company has since framed and brought into effect the relevant Rishant Employee Stock Option Plan 2019 as supplemented by the Rishant Employee Stock Option Scheme 2019- Scheme2 which read with the Company’s (Share Capital and Debentures Closed Rules 2014) provides for grant of employees stock options to the eligible employees.

4. The petitioner tendered his resignation in terms of letter dated 01st March, 2021 and after successfully completing his Notice period of 90 days, he was relieved from his duties on 31st March, 2021. The petitioner in his Resignation Letter duly communicated his intention of retaining 8,41,844 equity shares subscribed/ purchased by him and also opted to exercise his rights to acquire the vested stock options as per the terms and conditions of the Employment Agreement dated 14thJanuary, 2019 and the relevant Rishant Employee Stock Option Plan 2019 as supplemented by Rishant Employee Stock Option Scheme 2019-Scheme II.

5. It is submitted that during the course of the continued employment of the petitioner with the respondent Company and in accordance with Scheme II read with the Company’s rules, 2014, a total of 17,05,523 stock options came to be vested with the petitioner and the exercise period of the same is admittedly 10 years (Clause 10.1 of ESOP Plan 2019). This fact is also clearly acknowledged and borne from the letters dated 09th January, 2021, 18th August, 2021 and subsequent Legal Notices dated 02nd September, 2021, 29th September, 2021 and 09th November, 2021 exchanged between the pa