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EXHIBIT 10.1
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Rediff.com India Limited
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EMPLOYEE STOCK OPTION PLAN 1999 ("ESOP")
CONTENTS
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NO. PARTICULARS PAGE
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I. INTRODUCTION 1
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II. DEFINITIONS 2
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III. OBJECTIVES 3
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IV. ESOP FEATURES 4
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V. ELIGIBLE PERSONS 5
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VI. ESOP COMMITTEE 6
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VII. WARRANTS 8
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VIII. EQUITY SHARES 12
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IX. EXIT MECHANISM 13
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X. VARIATION OF TERMS OF ESOP 14
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XI. APPLICABLE LAWS 15
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XII. REPRESENTATION 16
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XIII. ILLUSTRATION 17
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XIV. SPECIMEN LETTER FOR APPLICATION FOR EQUITY SHARES 19
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Rediff.com India Limited
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I. INTRODUCTION
1.1 This Document explains the SCHEME called the "EMPLOYEE STOCK OPTION PLAN
1999" ("ESOP ") formulated by REDIFF.COM INDIA LIMITED for the grant of
Stock Options in the form of warrants to enable its eligible employees
and directors to subscribe to the Equity Shares in the company.
1.2 Every person who is eligible to participate in the ESOP does so subject
to the provisions contained in this Scheme.
1.3 Rediff.com India Limited is a company currently engaged in online
Services including E-Commerce Services.
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II. DEFINITIONS
The following definitions apply throughout this Plan :
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NO. TERMS DEFINITIONS
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1. ESOP Employee Stock Option Plan of 1999 formulated by
the Company
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2. COMPANY REDIFF.COM INDIA LIMITED, a company formed and
registered under the Companies Act, 1956 and
whose shares are being offered to the EMPLOYEES
as Stock Options under this Scheme
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3. EMPLOYEES All the Eligible EMPLOYEES and DIRECTORS of the
COMPANY, as defined in Para V of this Scheme
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4. WARRANTS The WARRANTS issued by the COMPANY to the
EMPLOYEES to enable the holders to subscribe to
the EQUITY SHARES of the COMPANY in future at a
predetermined price
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5. ESOP COMMITTEE A Committee comprising of some of the Directors
of the COMPANY constituted for the purposes of
ESOP
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6. EQUITY SHARE Equity Share in the COMPANY of the Face Value
(Par Value) of Rs. 10 each or where the Equity
Share of the COMPANY has been split up into a
Par Value of less than Rs. 10, then the
equivalent number of equity shares for the
revised Par Value per Share.
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III. OBJECTIVES OF ESOP
The following are the objectives of this ESOP :
- as a part of employee Remuneration
- to reward employees for their contributions - a performance-linked
bonus
- to encourage employees to contribute their best
- to attract capable people
- to retain capable employees
- to enhance Employees' wealth
- to give co-ownership to employees
- to reward Directors
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IV. ESOP FEATURES
4.1 In this Paragraph, a broad overview of the ESOP is given and each of the
features is explained in detail later on. The basic features of the ESOP
are as follows :
(a) The ESOP is instituted with effect from April 12, 1999.
(b) An ESOP COMMITTEE has been constituted to determine the EMPLOYEES
eligible for the ESOP, the number of warrants be allotted to those
EMPLOYEES and other related matters.
(c) The COMPANY has created certain number of WARRANTS for issue to the
EMPLOYEES.
(d) These WARRANTS would be allotted from time to time by the COMPANY to
the eligible EMPLOYEES as per the decision of the ESOP COMMITTEE.
(e) One WARRANT would entitle the Warrant Holder to subscribe to TWENTY-
FIVE EQUITY SHARES in the COMPANY. Provided however that if the
EQUITY SHARE of the COMPANY is split up into a face (par) value of
less than Rs. 10, then the EMPLOYEE would be entitled to the
equivalent number of EQUITY SHARES of the revised face (par) value
per Share. For example, if the Company's equity share of the face
value of Rs. 10 is split up into a share of the face (par) value of
Rs. 5, then the entitlement to the number of equity shares of Rs. 5
each would be 50 per WARRANT.
(f) The WARRANT Certificate would specify the timing for exercising the
WARRANT , i.e., for subscribing to the EQUITY SHARES in the COMPANY
and the other terms and conditions.
(g) The EQUITY SHARES would be issued on the terms and conditions
specified later on in this Scheme.
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V. ELIGIBLE PERSONS
5.1 All present and future permanent employees of the COMPANY or of its
Subsidiary Companies or Holding Companies are eligible to participate in
the ESOP.
5.2 All present and future directors of the COMPANY, or of its Subsidiary
Companies or Holding Companies are eligible to participate in the ESOP,
unless they are prohibited to participate in the ESOP under any law or
regulations for the time being in force.
5.3 All the above-mentioned persons who are eligible to participate in the
ESOP are for the sake of brevity referred to as "the EMPLOYEES" or "the
EMPLOYEE", as the case may be.
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VI. ESOP COMMITTEE
6.1 For the effective implementation and monitoring of the ESOP, the Board
of Directors of the COMPANY has been authorised to constitute an ESOP
COMMITTEE. The Board of Directors has, in its absolute discretion, power
to change the composition of the ESOP COMMITTEE from time to time.
Accordingly, the Board of Directors of the COMPANY has constituted an
ESOP COMMITTEE consisting of the Chief Executive Officer of the COMPANY
and Two Independent Directors.
6.2 The ESOP COMMITTEE would decide the criteria for selecting the EMPLOYEES
who would be eligible for allotment of the WARRANTS. Further, the ESOP
COMMITTEE would select from time to time the EMPLOYEES to whom the
WARRANTS should be allotted and determine the number of WARRANTS to be
allotted to them. The ESOP COMMITTEE may decide to allot different
number of WARRANTS to different EMPLOYEES or to different categories of
EMPLOYEES. The ESOP COMMITTEE may decide to allot the WARRANTS to a Team
of employees to encourage team spirit, in which event the allocation of
the WARRANTS among the team members would be made in accordance with the
principles laid down/approved by the ESOP COMMITTEE. The decision of the
ESOP COMMITTEE would be final and binding.
6.3 The major Criteria involved in selection of the Eligible EMPLOYEES would
include the following factors :
EMPLOYEES in key functional areas
Managerial Cadre
Past Service / Performance
Current Performance Evaluation
Expected Future Performance / Contribution
Minimum years of Future Service
6.4 The ESOP COMMITTEE shall also frame suitable policies and systems to
ensure that there is no violation of:
a) Securities and Exchange Board of India (Insider Trading)
Regulations,1992; and
b) Securities and Exchange Board of India (Prohibition of Fraudulent
and Unfair Trade Practices relating to the Securities Market)
Regulations,1995, by any EMPLOYEE.
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6.5 With respect to any matters that are not specifically provided for, the
ESOP COMMITTEE shall have absolute discretion to decide such matters in
the manner deemed fit by it in the best interest of the EMPLOYEES, and
any such decision of the ESOP COMMITTEE shall be binding on all the
EMPLOYEES.
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VII. WARRANTS
7.1(a) The COMPANY has created WARRANTS for ESOP, with the rights and
conditions attached to them as specified in the Scheme.
(b) The total number of WARRANTS to be issued by the COMPANY to the
EMPLOYEES are 5,600 (five thousand six hundred ) WARRANTS entitling
the WARRANT Holders to subscribe to 1,40,000 (one hundred forty
thousand only) EQUITY SHARES.
(c) The COMPANY has also authorised the Board of Directors of the COMPANY
to issue and allot, in addition to the WARRANTS mentioned above, such
number of further WARRANTS to its EMPLOYEES, at such Exercise Price
and on such other terms and conditions, as the Board of Directors may,
in its absolute discretion decide, subject to compliance with the
applicable laws.
(d) Simultaneously, with the institution of the ESOP, the COMPANY has
decided to institute ASSOCIATE STOCK OPTION PLAN 1999 (hereinafter
referred to as "THE ASOP"), for the purpose of encouraging various
associates of the COMPANY, such as vendors, consultants, etc., to
contribute their best for the growth of the COMPANY as well as to
reward those who assist the COMPANY in its growth. Under the ASOP, the
COMPANY has decided to allot 3,960 WARRANTS to the associates which
would entitle them to subscribe to 99,000 (NINETY NINE THOUSAND)
EQUITY SHARES.
7.2 The existing issued and paid-up capital of the COMPANY consists of
3,622,700 EQUITY SHARES of the face (par) value of Rs.10 each. The
EQUITY SHARES aggregating to 1,40,000 to be issued under the ESOP
would constitute 3.63 % of the Capital of the COMPANY and the 99,000
EQUITY SHARES to be issued under the ASOP would constitute 2.56 % of
the Capital of the COMPANY, after considering the issue of the
additional EQUITY SHARES under the ESOP and the ASOP.
7.3 The COMPANY reserves the right to issue / earmark further EQUITY
SHARES/WARRANTS, at its discretion, for the purposes of the ESOP
and/or the ASOP, subject to compliance with the applicable laws.
7.4 Each Warrant will specify the Exercise Price, i.e., the price per
share to be paid by the WARRANT Holder to the COMPANY for subscribing
to the EQUITY SHARES which his WARRANT entitles him to.
The Exercise Price for the WARRANTS will be decided by the ESOP
Committee at the time of allotment of the WARRANTS. The Exercise Price
will be at or around the Fair Market Value of the Equity Shares at
that time.
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Provided However That, in respect of the further WARRANTS which may be
issued by the Board of Directors of the COMPANY under the authorisation
given by the COMPANY as mentioned in Para 7.1(c) above, the Board of
Directors will have the absolute discretion to determine the Exercise
Price.
7.5 The COMPANY would, on the basis of the decision of the ESOP COMMITTEE,
allot from time to time the WARRANTS (also known as "GRANT OF OPTION")
to the eligible EMPLOYEES, without any consideration, along with a
covering letter.
7.6 Each WARRANT would grant an OPTION, i.e., entitle the WARRANT Holder, to
subscribe to 25 (TWENTY FIVE ) EQUITY SHARES at the Exercise Price.
However, the WARRANT Holder is not obliged to exercise the Option.
7.7 Every WARRANT will have the minimum and the maximum time for exercising
the option under the WARRANT. Once the minimum holding period for the
WARRANT is over, the WARRANT Holder would become eligible for exercising
the Option granted to him (also known as "VESTING OF THE OPTION"), i.e.,
he would be entitled to subscribe to the EQUITY SHARES.
At the time of allotment of the WARRANT, the COMPANY would specify, in
accordance with the ESOP, the Minimum Holding Period (also known as "THE
MINIMUM EXERCISE PERIOD" or "THE VESTING PERIOD ") for each WARRANT,
i.e., the time period after which the WARRANT Holder would be eligible
for exercising the option.
The WARRANT Holder shall be entitled to exercise 25% of the WARRANTS
allotted to him after every 12 months and the first exercise period
shall commence 12 months after the date of the allotment of the WARRANTS
to him. Thus, every time an EMPLOYEE has been allotted WARRANTS, he will
be entitled to exercise the option over a minimum period of FOUR years
and 25% each year.
Provided However That, in respect of all the WARRANTS which have yet not
been issued and / or exercised or such of these WARRANTS as may be
selected by the Board of Directors of the COMPANY, the Board of
Directors is authorised, in its absolute discretion, to prescribe no
minimum holding period (i.e., vesting period) or a lesser holding
period, for exercise of the WARRANTS.
7.8 The Maximum Period for exercising the option would be 5 years from the
date of allotment of the WARRANT and the WARRANT allotted to an EMPLOYEE
would lapse if it is not exercised by him within the maximum period of 5
years from the date of its allotment to him.
7.9 Once WARRANTS become vested in an EMPLOYEE, he may exercise the Option
under different WARRANTS at various points of time within the Maximum
Period for exercising the option. However, he must exercise the Option
under a particular WARRANT (for 25 EQUITY SHARES) at one time.
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7.10 If any Bonus and / or Rights Shares are issued by the COMPANY or the
EQUITY SHARES of the COMPANY are split up reducing the face (par) value
per share, then the Board of Directors of the COMPANY would, on the
recommendations of the ESOP COMMITTEE, make a fair and reasonable
adjustment to the number of outstanding WARRANTS and / or to the
exercise price.
Similarly, if the COMPANY takes any action which in the opinion of the
ESOP COMMITTEE requires any adjustment to the number of outstanding
WARRANTS and / or the exercise price, then Board of Directors of the
COMPANY would, on the recommendations of the ESOP COMMITTEE, make a fair
and reasonable adjustment to the number of outstanding WARRANTS and / or
to the exercise price.
7.11 The WARRANTS granted to an EMPLOYEE shall not be transferable to any
person.
7.12 No person other than the EMPLOYEE to whom the WARRANTS are allotted
shall be entitled to exercise the Option, except in the circumstances
provided hereinafter.
7.13 The EMPLOYEE to whom the WARRANTS are allotted shall not be entitled to
pledge, mortgage, hypothecate or otherwise alienate them in any manner.
7.14 A WARRANT Holder shall be entitled, at anytime to nominate a person /
(s) who shall be eligible to exercise the WARRANT, allotted to him in
the event of the death of the WARRANT Holder.
7.15 In the event of death of an EMPLOYEE while in employment, all the
WARRANTS allotted to him till the date of his death shall automatically
vest in his nominees as provided in Para 7.14. In the event an EMPLOYEE
has not made a nomination, then the WARRANTS shall automatically vest in
his legal heirs.
Similarly, in case of permanent incapacitation of an EMPLOYEE while in
employment, all the WARRANTS allotted to him till the date of his
incapacitation shall automatically vest in him.
7.16 The WARRANTS allotted to an EMPLOYEE would lapse in the following
circumstances :
(a) if the WARRANTS are not exercised within the Maximum Period for
exercising the Option, i.e., 5 years from the date of allotment of
the WARRANTS to the WARRANT Holder
(b) in case the EMPLOYEE resigns, all the WARRANTS allotted to him for
which the Minimum Holding Period is not over, i.e., the Option has
not vested in him, shall lapse. If the Warrant has already vested in
him at the time of the resignation, then that WARRANT will not
lapse.
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(c) in case of termination of the employment of the WARRANT Holder for
any reason, all the WARRANTS allotted to him for which the Minimum
Holding Period is not over, i.e., the Option is not vested in him,
shall lapse. If the Option has already vested in him at the time of
the termination, then the WARRANTS will not lapse. However, if the
termination of the employment is on account of misconduct of the
EMPLOYEE, then even the WARRANTS for which the Option has already
vested in him shall lapse.
When a WARRANT lapses under any of the circumstances mentioned above,
then the WARRANT Holder shall have no right, title or interest in
respect thereof or any claim against the COMPANY. In the event of the
lapse of any WARRANTS, the Board of Directors of the COMPANY shall be
entitled, but not obliged, to issue fresh WARRANTS in lieu of the lapsed
WARRANTS.
7.17 In case of Retirement at the Normal Retirement age as per the policy of
the COMPANY, in respect of all the WARRANTS allotted to an EMPLOYEE
whether they have vested or not at the time of the retirement, the
EMPLOYEE shall be entitled to retain them and exercise the Option in
accordance with this Scheme.
7.18 An EMPLOYEE shall not have a right to receive any dividend or to vote or
in any manner enjoy the benefits of a shareholder in respect of the
WARRANTS allotted to him, till the EQUITY SHARES are issued and allotted
to him on exercise of the Option.
7.19 ILLUSTRATION
An Illustration explaining the provisions relating to vesting of the
Warrants, Minimum Holding Period and the Maximum Period for exercising
the option, Amount Payable, etc., is given in EXHIBIT - 1 attached
herewith.
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VIII. EQUITY SHARES
8.1 After the Minimum Holding Period specified in Para VII above, the
EMPLOYEE to whom WARRANTS have been issued may exercise his Option to
subscribe to the EQUITY SHARES of the COMPANY at the predetermined
Exercise Price specified in Para VII above by making a written
application to the COMPANY. The application shall also be accompanied by
the relevant WARRANTS which shall be cancelled by the COMPANY. The
EQUITY SHARES along with the duly executed share transfer forms shall be
delivered by the COMPANY to the WARRANT Holder against the payment by
the WARRANT Holder to the COMPANY of the Exercise Price as specified in
Para VII above, in one or more instalments as the ESOP COMMITTEE may, in
its absolute discretion, decide.
8.2 The EQUITY SHARES would be of the face (par) value of Rs. 10 each. In
the event the COMPANY splits up its EQUITY SHARES thereby reducing the
face (par) value per share after the allotment of the WARRANTS to an
EMPLOYEE which have yet not been exercised by the EMPLOYEE, then the
ESOP COMMITTEE would make a fair and reasonable adjustment to the number
of WARRANTS allotted to the Employee and / or to the exercise price.
8.3 The EQUITY SHARES once acquired pursuant to WARRANTS would be subjected
to a lock-in period of 4 years from the date of the allotment of the
WARRANTS to an EMPLOYEE. For example, if a WARRANT is allotted to an
EMPLOYEE on 1st January, 2000, and the EQUITY SHARES are allotted to the
WARRANT Holder on 1st January, 2001, then they would be subject to a
lock-in till 31st December, 2003 and the EMPLOYEES would be free to
transfer those shares at any time only after that date.
Provided however that the ESOP COMMITTEE is entitled to prescribe from
time to time, in its absolute discretion, a lesser or no lock-in period
for the EQUITY SHARES in which event the Equity Shares already issued
under the ESOP as well as those which may be issued under the ESOP
thereafter, will be subject to lock-in accordingly.
8.4 The EQUITY SHARES would carry Voting Rights and other rights in
accordance with the provisions of the Companies Act, 1956 or its
modification from time to time or re-enactment, and the Articles of
Association of the COMPANY as in force from time to time.
8.5 ILLUSTRATION
An Illustration explaining the provisions relating to the Exercise of
Options, the Lock-in Period, etc., is given in EXHIBIT - 1 attached
herewith.
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IX. EXIT MECHANISM
9.1 After the lock-in period for the EQUITY SHARES, as specified in Para
VIII above, the EMPLOYEE would be free to transfer those shares at any
time in accordance with the provisions of the Articles of Association of
the COMPANY and the other applicable laws.
9.2 In future, the COMPANY may, but is not obliged to, buy back the whole or
any part of the EQUITY SHARES from the EMPLOYEES, in accordance with the
provisions of the Companies Act, 1956 or its modification or
re-enactment.
9.3 In future, the COMPANY may, but is not obliged to, go in for listing of
its EQUITY SHARES on any of the recognised Stock Exchanges in accordance
with the provisions of the applicable laws at that time.
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X. VARIATION OF TERMS OF ESOP
10.1 In addition to what is provided in Para 7.7 hereinabove, the COMPANY may
by a special resolution in a general meeting vary the terms of the ESOP
in respect of the WARRANTS which have yet not been allotted to the
EMPLOYEES.
10.2 Subject to what is provided in Para 7.7 hereinabove, the COMPANY will not
vary the terms of the ESOP in any manner which may be detrimental to the
interests of the WARRANT Holders.
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XI. APPLICABLE LAWS
11.1 The issue of WARRANTS and EQUITY SHARES would be subject to the
applicable provisions of the Income Tax Act, 1961.
Accordingly, the eligible EMPLOYEES would accept the WARRANTS and
exercise them subject to the applicable tax provisions from time to
time.
11.2 The ESOP would be subject to all applicable laws at present and those
which may become applicable in the future.
11.3 All disputes, differences, claims and questions which shall arise
between the COMPANY and the EMPLOYEES in relation to the ESOP, shall be
amicably settled. In the event of the failure to do so, the same shall
be settled by an arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996. The site of the Arbitration
shall be Mumbai, Maharashtra, India.
11.4 This Scheme is subject to the jurisdiction of Mumbai, Maharashtra,
India.
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XII. REPRESENTATION
12.1 Neither the COMPANY nor the ESOP COMMITTEE makes any representation
regarding the performance of the COMPANY or the future value of the
EQUITY SHARES. Each EMPLOYEE should take the decision to exercise the
WARRANTS allotted to him after considering all the Provisions of this
Scheme and other relevant factors.
12.2 This represents the Complete Scheme for ESOP.
REDIFF- ESOP-SCHEME
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EXHIBIT-1
ESOP
ILLUSTRATION EXPLAINING PROVISIONS RELATING TO WARRANTS,
SHARES AND LOCK-IN PERIOD
1. Let us assume that Mr. A is allotted 40 WARRANTS on 31st December, 1999
and the Exercise Price fixed is Rs. 300.
2. These WARRANTS would entitle him to subscribe to 1,000 EQUITY SHARES (400
Warrants * 25 Shares per Warrant) of the Face Value of Rs.10 each and he
would be required to pay to the COMPANY Rs. 300 per EQUITY SHARE
aggregating to Rs. 3,00,000.
3. His entitlement to exercise the Option will be spread over 4 years. The
timing for exercise of the Option granted under the WARRANT to subscribe
to the EQUITY SHARES, the amount payable and the lock-in period for the
EQUITY SHARES would be as shown in the table below :
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WHEN OPTION CAN NO. OF NO. OF AMOUNT LOCK-IN
BE EXERCISED WARRANTS EQUITY PAYABLE @ PERIOD FOR
SHARES OF RS. 300 / THE SHARES
FACE VALUE SHARE
OF RS. 10 RS.
EACH
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1. On or after 1st 10 250 75,000 1st January,
January, 2001 2004
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2. On or after 1st 10 250 75,000 1st January,
January, 2002 2004
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3. On or after 1st 10 250 75,000 1st January,
January, 2003 2004
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4. On or after 1st 10 250 75,000 1st January,
January, 2004 2004
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TOTAL 40 1,000 300,000
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NOTES :
1. Mr. A must exercise his Option in respect of all the 40 WARRANTS
before 1st January 2005 (i.e., 5 years from the date of allotment of
the Warrants) . After 1st January, 2005, all the WARRANTS in respect
of which the Option has not been exercised, would lapse.
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2. Once Mr. A becomes eligible to exercise the Option, i.e., a
particular lot of WARRANTS vests in him, he can exercise his Option
in respect of all the WARRANTS in that lot at one time or in
instalments at different times. For example, in respect of the 10
WARRANTS which vest in him on 1st January, 2001, he can exercise his
Option for all the 250 EQUITY SHARES at one time or he may exercise
his Option in instalments at different times, e.g., 100 EQUITY
SHARES on 1st January, 2001, another 100 EQUITY SHARES on 15th June,
2001 and the balance 50 EQUITY SHARES on 15th February, 2002.
However, he must exercise his Option in respect of all the EQUITY
SHARES covered by one WARRANT at one time.
3. Mr. A need not exercise his Option in respect of all the WARRANTS
allotted to him, if he so chooses. In that event the WARRANTS for
which he has not exercised the Option would lapse.
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EXHIBIT -2
SPECIMEN LETTER FOR APPLICATION OF EQUITY SHARES
DATE :
Dear Sir,
SUB : APPLICATION FOR EQUITY SHARES
1. I am glad to inform you that I would like to subscribe to______
(__________________) Equity Shares of Rediff.com India Limited. of the
face value of Rs.10 each at the Exercise Price of Rs. ___ per share
pursuant to the Warrants issued to me under the EMPLOYEE STOCK OPTION
PLAN 1999, as per your letter dated ___________.
2. For this purpose, I enclose herewith the following :
(a) A Share Application in the format prescribed by the Company
(b) The Warrant Certificates No. ___________ dated _____________
(c) A Cheque of Rs. ________ (Rupees ______________________ only) as
subscription money for the Equity Shares.
3. Please issue to me the aforesaid Equity Shares at your earliest.
Thanking you,
( )
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DATED , 1999
------------------------------------
REDIFF.COM INDIA LIMITED
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REDIFF.COM INDIA LIMITED
(Incorporated in India under the Companies Act, 1956)
Regd. Office: Sterling Centre, 4th Floor, Dr.Annie Besant Road, Worli
Mumbai 400 016, India
________________________________________________________________
WARRANT CERTIFICATE
(ISSUED PURSUANT TO EMPLOYEE STOCK OPTION PLAN 1999)
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REGD. FOLIO NO. : 1
CERTIFICATE NO. : 1
NO. OF WARRANTS : ONE
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Based on the decision of the ESOP COMMITTEE, this WARRANT is allotted to Mr.
________ residing at ____________ and employed as '__________'. This WARRANT
Certificate entitles the allottee thereof to subscribe to 25 EQUITY SHARES in
the COMPANY at the Exercise Price of Rs. 150/- per share in accordance with the
covenants and conditions attached.
Date of Allotment of the Warrant: April 30,1999
DIRECTOR DIRECTOR
AUTHORISED SIGNATORY
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REDIFF.COM INDIA LIMITED
COVENANTS & CONDITIONS OF WARRANTS
1. REDIFF.COM INDIA LIMITED would, on the basis of the decision of the ESOP
COMMITTEE, allot this WARRANT Certificate to the Eligible EMPLOYEE of
the COMPANY in accordance with the EMPLOYEE STOCK OPTION PLAN 1999 of
the COMPANY.
2. The WARRANT would be subject to a minimum holding period of 12/24/36/48
months from the date of its allotment by the COMPANY to the EMPLOYEE,
i.e., the WARRANT Holder would not be entitled to exercise his right to
subscribe to the EQUITY SHARES of the COMPANY PRIOR to April 30,
2000/2001/2002/2003.
3. The WARRANT would lapse if it is not exercised within a maximum period
of 5 years from the date of its allotment by the COMPANY to the
EMPLOYEE, i.e., by April 30, 2004.
4. The WARRANT allottee would be entitled to subscribe to and be allotted
25 (twenty five) Equity Shares of the face value of Rs. 10/- each of the
COMPANY at the Exercise Price of Rs. 150/- (Rupees one hundred fifty
only) per Equity Share.
5. The WARRANT is non-transferable.
6. The WARRANT is governed by the terms of "EMPLOYEE STOCK OPTION PLAN
1999" of the COMPANY.
AUTHORISED SIGNATORY
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