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REDIFF.COM INDIA LIMITED
2002 Stock Option Plan
1. Purpose. The purpose of this Plan is to promote ownership of American Depository Shares representing equity
shares of Rediff.com India Limited by key employees and directors of Rediff.com India Limited and its subsidiaries, thereby
reinforcing a mutuality of interest with other shareholders, and to enable Rediff.com India Limited and its subsidiaries to attract,
retain and motivate key employees and directors by permitting them to share in its growth.
2. Definitions. As used in this Plan,
"Board" means the Board of Directors of the Company and, to the extent of any delegation by the Board to a committee
(or subcommittee thereof) pursuant to Section 12 of this Plan, such committee (or subcommittee).
"Company" means Rediff.com India Limited, a company incorporated under the laws of India and includes any successor
" Director" means a member of the Board of Directors of the Company.
"Fair Market Value" means, as of any given day, the last reported sale price of a Share on NASDAQ on the day
preceding the day such determination is being made or, if there was no last reported sale price reported on such day, on the
most recently preceding day on which such a last sale price was reported; or if the Shares are not listed or admitted to trading
on NASDAQ on the day as of which the determination is being made, the amount determined by the Board to be the fair market
value of a Share on such day.
"Income Tax Act" means the Income Tax Act, 1961, as amended, of India.
"NASDAQ" means the National Association of Securities Dealers Automated Quotation System.
"Option" means the right to purchase Shares upon exercise of an option granted pursuant to Section 4 of this Plan.
"Participant" means a person who is selected by the Board to receive benefits under this