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EXHIBIT 10.3
REDIFF.COM INDIA LIMITED
2000 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and to promote the success of the
Company's business through the grant of Options.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan in accordance with Section 4 hereof.
(b) "Applicable Laws" means the legal requirements relating to
stock option plans, including, without limitation, the tax, securities or
corporate laws of India and guidelines for the stock option scheme for Indian
software companies linked to ADR/GDR offerings issued by the Ministry of
Finance, Government of India and exchange control laws of India, any stock
exchange or quotation on which the ADSs are listed or quoted, or the applicable
laws of any other country or jurisdiction where Options are, or will be, granted
under the Plan.
(c) "ADR" shall mean an American Depositary Receipt evidencing
American Depositary Share(s) corresponding to Share(s).
(d) "ADS" shall mean an American Depositary Share corresponding
to Share(s).
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the United States Internal Revenue Code of 1986,
as amended.
(g) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.
(h) "Company" means Rediff.com India Limited, a company
incorporated under the laws of India.
(i) "Director" means a member of the Board.
(j) "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.
(k) "Employee" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company,
excluding any person employed on a temporary basis. An Employee shall not cease
to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of
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a director's fee by the Company shall be sufficient to constitute "employment"
by the Company. No promoter, nor any relative of a promoter, shall be considered
an Employee for purposes of the Plan.
(l) "Fair Market Value" means the value for one ADS, as reported
on any established stock exchange or market system, on the day of determination.
(m) "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.
(n) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(o) "Option" means a stock option granted pursuant to the Plan.
(p) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.
(q) "Optioned Stock" means the ADSs subject to an Option.
(r) "Optionee" means the holder of an outstanding Option granted
under the Plan.
(s) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(t) "Plan" means this 2000 Stock Option Plan.
(u) "Share" means an Equity Share of the Company, as adjusted in
accordance with Section 11 of the Plan.
(v) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be subject to option
and sold under the Plan (in the form of ADSs) is 200,000 Shares. The Shares may
be authorized but unissued, or reacquired.
If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan.
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4. Administration of the Plan.
(a) Administrator. The Plan shall be administered by the Board or
a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:
(i) to determine Fair Market Value;
(ii) to select the Employees to whom Options may from
time to time be granted hereunder;
(iii) to determine the number of ADSs to be covered by
each such Option granted hereunder;
(iv) to approve forms of agreement for use under the
Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder;
(vi) to determine whether and under what circumstances
an Option may be settled in cash under subsection 9(d) instead of ADSs;
(vii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws; and
(viii) to construe and interpret the terms of the Plan
and Options granted pursuant to the Plan.
(c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.
5. Eligibility.
(a) Options may be granted only to Employees.
(b) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
(c) Neither the Plan nor any Option shall (i) confer upon an
Optionee any right with respect to continuing the Optionee's relationship as an
Employee, (ii) interfere in any way with an Optionee's right or the Company's
right to terminate Optionee's relationship as an Employee, with or without
cause, or (iii) change the terms of an Optionee's employment as an Employee.
(d) The following limitations shall apply to grants of Options:
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(i) No Employee shall be granted, in any fiscal year
of the Company, Options to purchase more than 400,000 ADSs.
(ii) In connection with his or her initial service, an
Employee may be granted Options to purchase up to an additional 400,000 ADSs
which shall not count against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.
(iv) If an Option is canceled in the same fiscal year
of the Company in which it was granted (other than in connection with a
transaction described in Section 11), the canceled Option will be counted
against the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option.
6. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 13 of the Plan.
7. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.
8. Option Exercise Price and Consideration.
(a) The per ADS exercise price for the ADSs to be issued upon
exercise of an Option shall be such price as is determined by the Administrator;
provided, however, that in no case shall the per ADS exercise price of an Option
be less than 90% of Fair Market Value on the date of grant.
(b) The consideration to be paid for the ADSs to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator at the time of grant. Such consideration may consist of (1)
cash, (2) check, (3) promissory note, (provided no Optionee may remit more than
U.S. $50,000 within any five-year period or such other amount or time period as
permitted by Applicable Laws) (4) other ADSs which (x) in the case of ADSs
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the ADSs as to
which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions
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as determined by the Administrator and set forth in the Option Agreement. Unless
the Administrator provides otherwise, the vesting of Options granted hereunder
shall be tolled during any unpaid leave of absence. An Option may not be
exercised for a fraction of an ADS.
An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the ADSs with respect to which the Option is exercised. Full payment
may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. ADSs issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the ADSs are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder shall exist with
respect to the ADSs, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such ADSs promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the ADSs are issued, except as provided in
Section 11 of the Plan.
(b) Termination of Relationship as an Employee. If an Optionee
ceases to be an Employee, such Optionee may exercise his or her Option within
such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the
expiration of the term of the Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares underlying the ADSs covered by the unvested portion of the
Option shall again become available for issuance under the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
underlying the ADSs covered by such Option shall again become available for
issuance under the Plan.
(c) Death or Disability of Optionee. If an Optionee dies while an
Employee, or ceases to be an Employee as a result of the Optionee's disability,
the vesting and exercisability of the Option shall accelerate in full and the
Option may be exercised within such period of time as is specified in the Option
Agreement to the extent that the Option is vested on the date of death (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement) by the Optionee or Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares underlying the ADSs covered by such Option shall again
become available for issuance under the Plan.
(d) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.
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10. Non-Transferability of Options. The Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number of ADSs covered by each outstanding
Option, and the number of Shares (in the form of ADSs) which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per ADS covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or any other increase
or decrease in the number of issued Shares effected without receipt of
consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of the ADSs subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including ADSs
as to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
ADSs purchased upon exercise of an Option shall lapse as to all such ADSs,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.
(c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including ADSs
as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
shall terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the option confers the right to purchase or receive, for each
ADS subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of ADSs for each ADS held
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on the effective date of the transaction (and if the holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding ADSs); provided, however, that if such consideration
received in the merger or sale of assets is not solely equity shares (or their
equivalent) of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each ADS subject to the Option,
to be solely equity shares (or their equivalent) of the successor corporation or
its Parent equal in fair market value to the per ADS consideration received by
holders of ADS in the merger or sale of assets.
12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.
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14. Conditions Upon Issuance of ADSs.
(a) Legal Compliance. ADSs shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such ADSs shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
(b) Investment Representations. As a condition to the exercise of
an Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the ADSs are being
purchased only for investment and without any present intention to sell or
distribute such ADSs if, in the opinion of counsel for the Company, such a
representation is required.
15. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any ADSs hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
16. Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
17. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the degree and manner
required by Applicable Laws.
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APPENDIX A
Rules for U.S. Option Grants
The following additional rules shall apply in the case of Option grants
to U.S. residents.
18. $100,000 Rule Limitation. Notwithstanding a designation of Options
as an Incentive Stock Options, to the extent that the aggregate Fair Market
Value of the ADSs with respect to which Incentive Stock Options are exercisable
for the first time by an Optionee during any calendar year (under all plans of
the Company and any Parent or Subsidiary) exceeds U.S. $100,000, such Options
shall be treated as Nonstatutory Stock Options. For these purposes, Incentive
Stock Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the ADSs shall be determined as of the time
the Option with respect to such ADSs is granted.
19. Term of Option. Notwithstanding Section 7 of the Plan, in the case
of an Incentive Stock Option granted to an Optionee who, at the time the Option
is granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.
20. Option Exercise Price.
(a) In the case of an Incentive Stock Option
(i) granted to an Employee who, at the time of grant
of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per ADS
on the date of grant.
(ii) granted to any other Employee, the per ADS
exercise price shall be no less than 100% of the Fair Market Value per ADS on
the date of grant.
In the case of a Nonstatutory Stock Option, the per ADS exercise price
shall be determined by the Administrator; provided, however, that in the case of
an Option intended to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the per ADS exercise price shall be no
less than 100% of the Fair Market Value per ADS on the date of grant.
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