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
(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