Exhibit 10.7


 


EMPLOYEE
STOCK OPTION SCHEME OF MINEFIELDS


COMPUTERS
PRIVATE LIMITED


PLAN
I


 


(Scheme
of Stock Options for Employees)


 


Table of Contents


 


	 	Page
    no.


 


		·	Part
                                         — A



 


	General Information about
    Company	2-4


 


		·	Part
                                         — B



 


The
salient features of the Scheme:-


 


	1.	Introduction	4
	 	 	 
	2.	Objectives of the Scheme	4
	 	 	 
	3.	Plan of the Scheme	4
	 	 	 
	4.	Definitions	4-8
	 	 	 
	5.	Eligibility of Employees 	8
	 	 	 
	6.	Grant of options and their Vesting	8
	 	 	 
	7.	Exercise Price 	9
	 	 	 
	8.	Exercise of Option	9
	 	 	 
	9.	Failure to Exercise Option 	9
	 	 	 
	10.	Terms and Conditions of the Shares	9
	 	 	 
	11. 	Non-Transferability of Options 	10
	 	 	 
	12.	Termination of Relationship as an Employee	10
	 	 	 
	13.	Administration of the scheme	11-13
	 	 	 
	14.	Amendment and Termination of the scheme	13
	 	 	 
	15.	General	13-15
	 	 	 
	16.	Interpretation of the Scheme and Other aspects	15
	 	 	 
	17.	Confidentiality	15
	 	 	 
	18.	Statutory Disclosures	15
	 	 	 
	19.	Disclosures and Accounting Policies	15
	 	 	 
	20.	Abridged Financial Information	16-17


 




    	 



    	 



    

 


Part- A (General Information about Company)


 


Statement of Risks


 


All investments in shares or options on shares
are subject to risk as the value of shares may go down or go up. In addition, employee stock options are subject to the following
additional risks:


 


1. Concentration: The risk arising
out of any fall in value of shares is aggravated if the Employee’s holding is concentrated in the shares of a single company.


 


2. Leverage: Any change
in the value of the Share can lead to a significantly larger change in the value of the Option as an Option amounts to a levered
position in the Share.


 


3. Illiquidity: The Options cannot
be transferred to anybody, and therefore the Employees cannot mitigate their risks by selling the whole or part of their Options
before they are Exercised.


 


4. Vesting: The Options will lapse
as per the terms of this Scheme if the employment is terminated prior to Vesting. Even after the Options are Vested, the unexercised
Options may be forfeited as per the terms of this Scheme if the Employee is terminated for gross misconduct.


 


		1.	Business
                                         of the company



 


Minefields Computers Private Limited
(the “Company”  or “Minefields”) was incorporated in 2013, with the mission of supporting
customers leverage information technology for significant business advantage..


 


		2.	Abridged
                                         financial information: Abridged financial information for the period ended March
                                         31, 2014for which audited financial information is available in a format similar to that
                                         required under item B(1) of Part II of Schedule II of the Companies Act is annexed to
                                         this Scheme.



 


		3.	Risk Factors: Management
                                         perception of the risk factors of the Company



 


Risks and Concerns


 


		1.	Growth
                                         management: The Company is implementing its strategy for business growth and revenue
                                         expansion across multiple geographies and markets. Given the competitive environment
                                         and the challenges of attracting and the challenges of attracting and retaining talent,
                                         any inability to manage growth in chosen geographies might have an adverse impact on
                                         the Company’s performance.



 


		2.	Macro-economic
                                         factors: The Company is engaged with customers in Europe, North America, Asia-Pacific
                                         region, and India. Due to the global nature of its operations, the



 




    	 



    	 



    

 


Company’s
performance will be influenced by macro-economic factors such as economic cycles in its various markets and volatility in foreign
currency exchange rates.


 


		3.	Potential
                                         fluctuations in operating matrices: The Company’s focus is on providing Software
                                         Products and Services to Insurance Companies. The Company’s success in delivering
                                         healthy operating matrices such as revenue growth, margins expansion, employee and resource
                                         productivity, and earnings enhancement is subject to many factors that include the ability
                                         to execute projects, win new project orders, and effectively deploy capital and other
                                         resources.



 


		4.	Risks
                                         related to tax concessions: The Company operate within a sector that enjoys favourable
                                         government policies that include tax benefits, and any shift in these policies can have
                                         an impact on the Company’s business.



 


		5.	International
                                         operations risk: In view of the Company’s proposed operating presence in multiple
                                         countries, any inability on part of the Company or its employees to comply with international
                                         laws and contractual obligations can have an impact on overall performance. The Company
                                         trains its employees on compliance related issues to mitigate such risks.



 


		6.	Client
                                         risks: The Company will pursue a strategy of developing strong, in-depth relationships
                                         with its clients, thus creating a number of strategic accounts that can then be further
                                         grown. At the same time, any shift in customer preferences, priorities, and internal
                                         strategies can have an adverse impact on the Company’s operations and outlook.



 


		7.	Technological
                                         risks: Minefields will be a player in the higher-end Insurance Products and Services
                                         vertical market, where access to intellectual property and capabilities in cutting-edge
                                         technology are key enablers of longer term success. Any significant barriers in the Company’s
                                         ability to develop and/or align and adapt to new technologies can have an adverse impact
                                         on overall operations.



 


		8.	Contract
                                         and delivery related disputes: The Company’s operating performance is subject
                                         to risks associated with factors that may be beyond its control, such as the termination
                                         or modification of contracts and non-fulfillment of contractual obligations by clients
                                         due to their own financial difficulties or changed priorities or other reasons. The Company
                                         will have mechanisms in place to try and prevent such situations, as well as insurance
                                         cover as necessary.



 


		9.	Competition:
                                         The Insurance Products and services market is highly competitive, with several players
                                         based in India and elsewhere. While the Company will have strong domain expertise, robust
                                         delivery capabilities, and significant project experience, there is no guarantee that
                                         it will always get the better of competition.



 


		10.	Dependence
                                         on key personnel: The Company has one of the best management teams in the industry,
                                         which will be a critical enabler of its operating success. Any loss of personnel through
                                         attrition or other means may have an impact on the Company’s performance. Minefields
                                         does endeavour to have an effective succession plan in place to mitigate this risk.



 




    	 



    	 



    

 


		11.	Risks
                                         associated with possible acquisitions: Making well-considered acquisitions is part
                                         of the Company’s growth strategy. While all due care and diligence would be undertaken
                                         in the process of making an acquisition, the success of that would still depend upon
                                         many factors such as complete and thorough integration and assimilation. There is also
                                         no guarantee that the acquisitions will deliver business synergies as anticipated prior
                                         to the transaction.



 


4. Continuing
disclosure requirement: The Option Holders shall receive copies of all documents that are sent to the members of the
Company. This shall include the annual report of the Company as well as notices of meetings and
the accompanying explanatory statements.


 


Part - B (Salient Features of
the Scheme)


 


		(1)	INTRODUCTION:



 


This document sets out the terms
and conditions of the scheme under which Options are being granted to the Eligible Employees by the
Company (such scheme being referred to herein as “the Scheme”). Please read the Scheme carefully. The contents
of this Scheme and any Letter of Grant or other documents related to or arising from or in
connection with this Scheme are confidential and it is a term of Grant of Options that any portion of such documents/information
should not be discussed with or revealed to others.


 


		(2)	OBJECTIVES
                                         OF THE SCHEME:



 


The purpose of this Scheme is to
encourage ownership of the Company’s equity shares by the Eligible Employees on an ongoing basis. The Scheme is intended
to benefit the Company by enabling the attraction and retention of the best available talent by enabling them to contribute and
share in the growth of the Company.


 


		(3)	PLAN
                                         OF THE SCHEME



 


The Scheme contains the common
terms and conditions for all Options granted. The specific parameters unique to each Option Holder such as number of Options granted,
Vesting Period, Exercise Period, Exercise Price etc. shall be specified in the Letter of Grant (or any amendment thereto) issued
to each such Option Holder to whom Options are granted and this Scheme (as amended or modified, from time to time) shall, be considered
as forming an integral part of such Letter of Grant at all times.


 


(4 ) DEFINITIONS


 


In this Scheme, unless the context
otherwise requires,


 


		(a)	“Applicable Laws”
                                         means the relevant laws in force for the time being (and as amended, modified, re-enacted
                                         or substituted from time to time) which govern companies and their securities and those
                                         which regulate the
                                         stock option schemes of the companies, but without limitation shall particularly
                                         include the SEBI ESOS Guidelines, the Income Tax Act, 1961 and



 




    	 



    	 



    

 


guidelines/notifications/circulars
issued thereunder, Companies Act, 1956, the Companies Act, 2013 or any stock exchange regulations including the Listing Agreement
with all stock exchanges where the shares of the company are at any time listed. This Scheme is intended to comply with the SEBI
ESOS Guidelines and the guidelines issued under the Income-tax Act, 1961, and shall not differ from the provisions of such guidelines
save as provided for in the Scheme. Subject to the foregoing, any term or requirement under the said two guidelines not incorporated
herein shall be deemed to have been included herein and be applicable and binding on the Company, the Eligible Employees and the
Option Holders.


 


		(b)	“Board” means
                                         the board of directors of the Company.



 


		(c)	“Company”
                                         means Minefields Computers Private Limited having its registered office at Mastek New
                                         Development Centre Building, MBP-P-136, Mahape, Navi Mumbai.



 


		(d)	“Compensation
                                         Committee” means the committee constituted by the Board from time to time to act
                                         as the compensation committee for the purposes of this Scheme, and consisting of majority
                                         of Independent Directors.



 


		(e)	“Director” means
                                         a member of the Board and includes additional directors or directors appointed to fill
                                         casual vacancies, as well as alternate directors.



 


		(f)	“Independent
                                         Director” means a Director of the company and /or its subsidiary or holding companies,
                                         not being a whole time director and who is neither a promoter nor belongs to the promoter
                                         group and who fulfills the criteria to be considered as an independent director under
                                         the Companies Act, 2013.



 


		(g)	“Eligible
                                         Employee” means an Employee who qualifies for issue of Options under this Scheme,
                                         based on the annual appraisal process and who is nominated by the Compensation Committee
                                         at its sole discretion as being eligible for issue of Options.



 


		(h)	“Employee”
                                         means any person who is



 


		i.	a permanent employee of
                                         the Company working in India or outside India; or



 


		ii.	a
                                         director of the Company, whether a whole time director or not, who is permitted to receive
                                         stock options as per Applicable Law; or



 


		iii.	an
                                         employee as defined in sub-clauses (i) or (ii) of subsidiary companies, in India or outside
                                         India, or of a holding company of the company; or



 


		iv.	an
                                         employee of Mastek Limited and / or its subsidiaries, holding options of Mastek Limited
                                         as on the date that the Scheme of Arrangement under Sections 391 to 394 of the Companies
                                         Act, 1956, takes effect.



 




    	 



    	 



    

 


	Exclusions:  	(A)	Promoters who are Directors or any person or employee who is
a Promoter or from the Promoter group; and



 


		(B)	A
                                         Director who either by himself or through his relative or through any body corporate,
                                         directly or indirectly holds more than 10% of the outstanding equity shares of the company.



 


		(i)	“Exercise”
                                         is the act of a written application being made by an Option Holder to the Company along
                                         with payment of the applicable Exercise Price together with taxes, for issue of Shares
                                         against Options Vested in him/her pursuant to this Scheme.



 


		(j)	“Exercise
                                         Period” shall be the time period after Vesting within which the Option Holder should
                                         exercise his/her right to apply for Shares against the Option Vested in him/her. In case
                                         the Option Holder does not exercise the Options during the Exercise Period, they will
                                         lapse and no rights will accrue after that date. The Exercise Period shall be specified
                                         in the Letter of Grant to the Option Holder.



 


		(k)	“Exercise
                                         Price” means the price payable by the Option Holder for Exercising an Option granted
                                         to him/her under this Scheme as may be determined by the Compensation Committee in accordance
                                         with Clause 7 of this Scheme.



 


		(l)	“Grant” means
                                         the process by which an Eligible Employee is given an Option.



 


		(m)	“Market
                                         Price” means the latest available closing price of the Shares on the stock exchanges
                                         on which the Shares of the company are listed, prior to the date of the meeting of the
                                         Board of Directors/ Compensation Committee in which Options are Granted. If the Shares
                                         are listed on more than one stock exchange, then the stock exchange where there is highest
                                         trading volume on the said date shall be considered and, the market price shall always
                                         be defined as per the provisions of the SEBI ESOS Guidelines in force.



 


		(n)	“Letter
                                         of Grant” means the letter issued to a specific Eligible Employee, granting Options
                                         to him/her and containing other specific details such as the number of Options granted,
                                         Exercise Period, Exercise Price etc., and shall include all amendments or modifications
                                         to such terms, from time to time, as notified to such Eligible Employee. The Scheme (as
                                         amended or modified, from time to time) shall be considered as and form an integral part
                                         of the Letter of Grant.



 


		(o)	“Lock-in
                                         Period” shall be such period, commencing from the date of allotment of Shares pursuant
                                         to Exercise of Option, for which the Option Holder shall be restricted from transferring
                                         or otherwise disposing of such Shares, as may be specified in the Letter of Grant. Unless
                                         so specified, there shall not be any Lock-in Period.



 




    	 



    	 



    

 


		(p)	“Option”
                                         means a stock option granted pursuant to this Scheme to Eligible Employees, which gives
                                         such Eligible Employee the benefit or right (but not an obligation) to apply for and
                                         be allotted Equity Shares of the Company at the Exercise Price, during or within the
                                         Exercise Period, subject to the requirements of Vesting and subject to and in accordance
                                         with the terms and conditions of grant set out in the Letter of Grant and the Scheme,
                                         each as amended or modified from time to time.



 


		(q)	“Option
                                         Holder” means an Eligible Employee who holds one or more Options granted pursuant
                                         to this Scheme.



 


		(r)	“Promoter Group”
                                         means:



 


		i.	an immediate relative of
                                         the promoter (i.e. spouse of that person, or any parent, brother, sister or child of
                                         the person or of the spouse);



 


		ii.	persons
                                         whose shareholding is aggregated for the purpose of disclosing in the offer document
                                         “shareholding of the promoter group”



 


		(s)	“Promoter” means:



 


		i.	the person or persons who
                                         are in over-all control of the Company.



 


		ii.	the
                                         person or persons who were instrumental in the formation of the Company or program pursuant
                                         to which the shares were offered to the public.



 


		iii.	the
                                         person or persons named in the offer document as promoter(s).



 


Provided that a director
or officer of the Company if they are acting as such only in their professional capacity will not be deemed to be a promoter.


 


		(t)	“SEBI” means
                                         the Securities and Exchange Board of India.



 


		(u)	“SEBI
                                         ESOS Guidelines” means the SEBI (Employee Stock Option Scheme and Employee Stock
                                         Purchase Scheme) Guidelines, 1999, as modified, amended, or substituted, from time to
                                         time.



 


		(v)	“Shares”
                                         mean equity shares and securities convertible into equity shares and shall include American
                                         Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts
                                         representing underlying equity shares or securities convertible into equity shares of
                                         the company.



 


		(w)	“Vesting”
                                         means the process by which the Option Holder is given the right to apply for Shares of
                                         the Company against the Options granted to him in



 




    	 



    	 



    

 


pursuance of this Scheme and the term
“Vested” shall have a co-related meaning.


 


		(x)	“Vesting
                                         Period” in respect of an Option means the period after which such Option will be
                                         considered to have Vested in the Option Holder. The Vesting Period may vary for different
                                         Option Holders or Options, as may be determined by the Compensation Committee.



 


All other expressions
unless defined herein shall have the same meaning as have been assigned to them under the Securities and Exchange Board of India
Act, 1992 or guidelines issued there under including specifically the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009 and the SEBI ESOS Guidelines or the Securities Contracts (Regulation) Act, 1956 or the Companies Act, 1956, or the Companies
Act, 2013 or any statutory modification or re-enactment thereof, as the case may be.


 


		(5)	ELIGIBILITY OF
                                         EMPLOYEES



 


Only
Employees as defined herein are eligible under this Scheme. List of Employees who are recommended for Options will be presented
to the Compensation Committee by the management. The list will be drawn based on the overall ratings obtained by the Employees
in their annual appraisal process. The list would also cover senior management personnel who have newly joined the Company. Subject
to this, the Compensation Committee shall, at its sole discretion, determine which Employee or category of Employees shall be
eligible for Grant of Options and the terms of Grant thereof.


 


		(6)	GRANT OF OPTIONS
                                         AND THEIR VESTING



 


		a)	The
                                         maximum number of Options that may be granted under this Scheme is up to 80,00,000 provided
                                         that all Options that have lapsed (including those having lapsed by way of forfeiture)
                                         shall be added back to the number of Options that are available for Grant.



 


		b)	The
                                         Compensation Committee may, on such dates as it shall determine, Grant to such Eligible
                                         Employees as it may in its absolute discretion select, Options of the Company on the
                                         terms and conditions as it may decide.



 


		c)	The
                                         Vesting Period of the Options shall be a minimum of one year from the date of Grant and
                                         may be extended up to four years from the date of Grant.



 


		d)	The
                                         Compensation Committee may determine and specify, from time to time, the Exercise Price
                                         and specify the Exercise Price, if any, in the Letter of Grant to the Option Holder and/or
                                         subsequent notification, as the case may be.



 




    	 



    	 



    

 


		e)	The
                                         maximum number of Options to be issued per Eligible Employee will be decided by the Compensation
                                         Committee, provided that where the number of Options being granted exceed the thresholds
                                         specified in the SEBI ESOS Guidelines, prior approval of the shareholders of the Company
                                         shall be duly obtained for such Grant.



 


		f)	Prior approval of the shareholders
                                         of the Company shall be obtained in case of Grant of Options to Eligible Employees who
                                         are employees of subsidiary or holding companies of the Company.



 


		7)	EXERCISE PRICE
                                         :



 


		a)	The
                                         Exercise Price for an Option shall be the face value of the Shares or any higher price
                                         which may be decided by the Compensation Committee considering the prevailing market
                                         conditions and the norms as prescribed by SEBI and other relevant regulatory authorities.



 


		b)	The
                                         Exercise Price for Options shall be as specified in the Letter of Grant issued to the
                                         Option Holder in respect of such Options (as modified or amended, from time to time,
                                         by notification to the Option Holder).



 


		8)	EXERCISE
                                         OF OPTION



 


		a)	Subject
                                         to the provisions of Clause 12 and other relevant terms of this Scheme, an Option shall
                                         be deemed to have been Exercised when the Company receives:



 


		(iii)	a written application
                                         (in physical or electronic form) for Exercise of Option from the Option Holder, and



 


		(iv)	full payment of the Exercise
                                         Price for the Options sought to be Exercised, together with taxes, if any, payable for
                                         such Exercise.



 


		b)	Full
                                         payment may consist of any consideration and method of payment authorized by the Compensation
                                         Committee and permitted by the Letter of Grant and the Scheme (each as amended or modified,
                                         from time to time). Shares issued upon Exercise of an Option shall be issued in the name
                                         of the Option Holder or, if requested by the Option Holder, in the name of the Option
                                         Holder and in the name of the joint applicant.



 


		c)	If no specific the Exercise
                                         Period of the Options Vested in him/her shall, subject to the provisions of Clause 12
                                         of this Scheme, be 7 years from the date of Vesting.



 


		d)	The
                                         process of allotment of the Shares to the Option Holder who has validly Exercised his/her
                                         Vested Options should be completed within three months of completion of valid Exercising
                                         of such Options Vested, in accordance with the terms prescribed in the Letter of Grant
                                         and this Scheme.



 




    	 



    	 



    

 


		e)	An
                                         Option holder can Exercise Options, in whole or in part any time during the Exercise
                                         Period of such Options, provided that no Option can be Exercised in fractions.



 


		9)	FAILURE TO EXERCISE
                                         OPTION



 


If any Options that
are Vested are not exercised within the applicable Exercise Period, the options will be forfeited by the Company after the last
date of the Exercise Period.


 


		10)	TERMS AND CONDITIONS
                                         OF THE SHARES:



 


		a)	Lock
                                         in period: There shall be a minimum period of one year between the Grant of Options and
                                         Vesting of Option.



 


		b)	All
                                         Shares allotted on Exercise of Options will rank pari-passu with all other equity shares
                                         of the Company for the time being in issue.



 


		c)	Until
                                         the Shares are issued (as evidenced by the appropriate entry in the Register of Members
                                         of the Company), no right to vote or receive dividends or any other rights as a shareholder
                                         shall exist with respect to the Shares, notwithstanding the exercise of the Option.



 


		d)	Once
                                         Shares are allotted on Exercise of Option, the holder of such Shares shall have all the
                                         rights equivalent to those of a common shareholder.



 


		e)	The
                                         Shares issued on Exercise of the Options shall be listed on the stock exchanges where
                                         the Company is listed subject to the terms and conditions of the listing agreements with
                                         the stock exchanges.



 


		f)	In
                                         the event of bonus/rights or any other issue of securities, merger, amalgamation, demerger,
                                         business transfer, restructuring or other similar corporate actions, the Compensation
                                         Committee shall provide for such adjustment, whether by way of grant of additional Options
                                         to existing Option Holders or otherwise, which, in its opinion and discretion, provides
                                         for a fair and reasonable adjustment to the Option Holders.



 


		g)	In
                                         respect of Shares issued pursuant to Exercise of Options, the Option Holder would be
                                         eligible to participate in any bonus/rights issue or merger, amalgamation, demerger,
                                         business transfer, restructuring or other similar corporate actions, in the capacity
                                         as a shareholder of the Company, with all attendant benefits.



 


		11)	NON-TRANSFERABILITY
                                         OF OPTIONS



 


		a)	Option
                                         granted to an Option
                                         Holder shall not be transferable or assignable to any person.



 


		b)	No
                                         person other than the Option Holder to whom the
                                         Option is granted shall be entitled to Exercise the Option.



 




    	 



    	 



    

 


		c)	The Option granted to the
                                         Option Holder shall not be pledged, hypothecated, mortgaged or otherwise alienated in
                                         any other manner.



 


		12)	TERMINATION OF
                                         RELATIONSHIP AS AN EMPLOYEE



 


		a)	If
                                         an Option Holder ceases to be an Employee prior to the Exercise of the Options granted,
                                         due to dismissal, resignation or leaving the services or, retirement (other than for
                                         reasons provided for under sub-clauses (b), (c) and (d) below) or in the event of the
                                         severance of employment due to non-performance, misconduct or otherwise, all the unvested
                                         Options held by him, shall lapse from the date of his ceasing to be an Employee, save
                                         as otherwise provided for in this Scheme. Further, all Options held by him that have
                                         Vested shall be exercised within a period of 15 days from the date of cessation.



 


		b)	If
                                         an Option Holder ceases to be an Employee as a result of the disability of the Option
                                         Holder, as determined by the Board/Compensation Committee, the Option Holder may exercise
                                         his or her option within such period of time as is specified in the Letter of Grant to
                                         the extent the Option is Vested on the date of termination (but in no event later than
                                         the expiration of the Exercise Period of such Option as set forth in the Letter of Grant).



 


		c)	In
                                         case an Option Holder suffers permanent incapacity while in employment, all Options granted
                                         to him/her as on the date of such permanent incapacitation, shall stand Vested in him
                                         on that day. In the absence of a specified time in the Letter of Grant, in such case,
                                         all Options Vested in such Option Holder shall remain Exercisable for 3 months following
                                         the date of such permanent incapacity of the Option Holder’s termination pursuant
                                         to such permanent incapacity. If, after termination, the Option Holder does not Exercise
                                         his or her option within the time specified in this sub-section, the Options shall stand
                                         terminated, and the Shares covered by such Option shall revert to the Scheme.



 


		d)	If
                                         an Option Holder dies while still an Employee, all the Options granted to him/her until
                                         such date shall stand Vested in his/her legal heirs or nominees (as the case may be).
                                         The Options so Vested may be Exercised by such legal heirs/nominees within such period
                                         of time as is specified in the Letter of Grant (but in no event later than the expiration
                                         of the Exercise Period of such Option as set forth in the Letter of Grant). In the absence
                                         of a specified Exercise Period in the Letter of Grant, the Option shall remain Exercisable
                                         for 3 months following the Option Holder’s death. If such Options are not so Exercised
                                         within the time specified in this sub section, the Options shall stand terminated, and
                                         the Shares covered by such Option shall revert to the Scheme.






 




    	 



    	 



    

 


13)  ADMINISTRATION OF THE SCHEME


 


		(a)	The
                                         Scheme shall be administered by and be under the superintendence of the Compensation
                                         Committee constituted by the Board. The Option Holder shall abide by the policies, decisions
                                         and procedures laid down by the Compensation Committee, from time to time.



 


		(b)	Subject
                                         to the provisions of this Scheme, and subject to the approval of any relevant authorities
                                         and of the shareholders in general meeting as and where required, the Compensation Committee
                                         shall inter alia, formulate from time to time, some specific parameters relating to the
                                         Scheme including:



 


		a)	the
                                         quantum of Options to be granted under the Scheme to a particular Eligible Employee or
                                         to a category or group of Employees and in aggregate;



 


		b)	the
                                         premium payable per Option for Grant;



 


		c)	Exercise
                                         Price;



 


		d)	the
                                         Employees to whom Options may from time to time be granted hereunder;



 


		e)	the
                                         Vesting Period and the Exercise Period;



 


		f)	the
                                         conditions under which Options Vested in Option Holders may lapse in case of termination
                                         of employment for misconduct (apart from what has been stated elsewhere herein);



 


		g)	the
                                         specified time period within which the Option Holder shall exercise the Vested Options
                                         in the event of termination or resignation of such Option Holder;



 


		h)	the
                                         right of an Option Holder to Exercise all the Options Vested in him/her at one time or
                                         at various points of time within the Exercise Period;



 


		i)	to prescribe, amend and
                                         rescind rules and regulations or terms relating to the Scheme;



 


		j)	to
                                         construe and interpret the terms of the Scheme and Options granted pursuant to the Scheme,
                                         as well as terms of any Letter of Grant;



 


		k)	the                                          procedure for making a fair and reasonable
                                                                adjustment to the number of Options and to                                          the Exercise Price in case of corporate
                                                                actions such as rights issues, bonus issues,                                          merger, demerger, amalgamation, sale of
                                                                division, business transfer and others. In this                                          regard following shall be
                                                                taken into consideration by the Compensation Committee -



 




    	 



    	 



    

 


		(i)	the
                                         number and the Exercise Price of Options shall be adjusted in a manner such that total
                                         value of the Options remains the same after the corporate action;



 


		(ii)	for
                                         this purpose, global best practices in this area including the procedures followed by
                                         the derivative markets in India and abroad shall be considered;



 


		(iii)	the
                                         Vesting Period and the life of the Options shall be left unaltered as far as possible
                                         to protect the rights of the Option Holders;



 


The matters as specified in the preceding
clause may be specified in the Letter of Grant or may be intimated to the Option Holder from time to time.


 


All decisions, determinations
and interpretations of the Compensation Committee shall be at the sole discretion of the Committee and shall be final and binding
on all Employees and Option Holders.


 


		c)	The Compensation
                                         Committee shall frame suitable policies and systems to ensure that there is no violation
                                         of :- 



 


		(i)	Securities
                                         and Exchange Board of India (Insider Trading) Regulations, 1992;



 


		(ii)	SEBI
                                         ESOS Guidelines; and



 


		(iii)	Securities
                                         and Exchange Board of India (Prohibition of Fraudulent and Unfair Trading Practice relating
                                         to the Securities Market) Regulations, 1995



 


		(iv)	The
                                         guidelines issued under the Income-tax Act, 1961, for grant of ESOPs so as to be eligible
                                         for exemption thereunder.



 


		d)	The Scheme shall be effective on receipt of the approval from
                                         the shareholders in the Shareholders’ Meeting.



 


		14)	AMENDMENT AND
                                         TERMINATION OF THE SCHEME



 


		a)	The
                                         Compensation Committee may at any time amend, alter, suspend or terminate the Scheme,
                                         to the extent, subject to and after compliance with the requirements of Applicable Laws,
                                         provided that the Company shall not vary the terms of the Scheme in any manner which
                                         may be detrimental to the interests of the Option Holders.



 


		b)	The
                                         Company may by a special resolution in a general meeting vary the terms of the Scheme
                                         offered pursuant to an earlier resolution of a general body but



 




    	 



    	 



    

 


not yet exercised
by the Option Holders provided such variation is not prejudicial to the interests of the Option Holders.


 


		c)	Termination
                                         of the Scheme shall not affect the Compensation Committee’s ability to exercise
                                         the powers granted to it hereunder with respect to Options granted under the Scheme prior
                                         to the date of such termination



 


		d)	Any
                                         change, amendment, etc. under this clause shall be subject to obtaining of approvals
                                         from concerned authorities and so long as otherwise such change, etc. is in accordance
                                         with the statutory provisions, guidelines, etc.



 


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space has been left intentionally blank>>


 




    	 



    	 



    

 


		15)	GENERAL



 


		a.	This
                                         Scheme, in terms of having binding effect, is a private contract between the Company
                                         and the Employee specified in the Letter of Grant of which this document is an integral
                                         part. It does not create any right or benefit for persons other than between the Company
                                         and the specific Employee who has been issued a Letter of Grant of which this document
                                         forms a part. The parties hereto recognize that the Company may provide for different
                                         terms, to the extent permissible under Applicable Law, for different Eligible Employees
                                         especially employees on long leave as may be decided by the Compensation Committee.



 


		b.	The
                                         Company shall be entitled to file this Scheme with such authorities and persons as it
                                         may be required under law to file or where it deems fit.



 


		c.	This
                                         Scheme shall not form part of any contract of employment between the Company and the
                                         Employee/Option Holder. The rights and obligations of any individual under the terms
                                         of his office or employment shall not be affected by his participation in this Scheme
                                         or any right which he may have to participate in and nothing in this Scheme shall be
                                         construed as affording such an individual any additional rights as to compensation or
                                         damages in consequence of the termination of such office or employment for any reason.



 


		d.	This
                                         Scheme shall be subject to all Applicable Laws, rules, and regulations and to such approvals
                                         by any governmental agencies as may be required. The Grant of Options under this Scheme
                                         shall entitle the Company to require the Option Holders to comply with such requirements
                                         of law as may be necessary in the opinion of the Company.



 


		e.	Participation
                                         in this Scheme shall not be construed as any assurance of any form whatsoever including
                                         any guarantee of return on the equity investment. Any risks associated with the investment
                                         are that of the Option Holder alone.



 


		f.	All costs and expenses with
                                         respect to the adoption of the Scheme and in connection with the registration of Shares
                                         shall be borne by the Company; provided, however, that except as otherwise specifically
                                         provided in the Scheme or in any agreement between the Company and an Option holder,
                                         the Company shall not be obliged to pay any costs or expenses (including legal fees)
                                         incurred by any Option Holder in connection with any Option held by such Option Holder
                                         or transfer or other dealing with Shares held by an Option Holder pursuant to Exercise
                                         of Options.



 


		g)	In the event of any tax liability,
                                         present or future, arising on account of the grant of the Options / conversion into shares
                                         / transfer of shares to the employee , the liability shall be that of the employee alone
                                         and the Company shall be indemnified to the extent of



 




    	 



    	 



    

 


income tax, if
any levied at any point of time. The Company shall have the right to deduct tax at source or demand and recover tax from the employee
of such an amount as may be advised to it by the tax advisors at the time of grant or exercise of the Options.


 


		g.	The
                                         Scheme shall continue to operate so long as there are un-issued or unexercised Options
                                         and thereafter shall continue to operate till the Compensation Committee decides to terminate
                                         the Scheme. The Scheme shall operate independently and parallel to any Scheme that may
                                         be presently existing. The Company may introduce new scheme or schemes that may have
                                         features, terms and conditions that are different from the Scheme.



 


		h.	The
                                         Employee shall enter into such agreement, as the Company or its representative may desire
                                         from time to time to more fully and effectively implement this Scheme.



 


		16.	INTERPRETATION
                                         OF THE SCHEME AND OTHER ASPECTS



 


		a)	In
                                         case of any doubts or disputes as to the meaning or interpretation of any clause or word
                                         of the Scheme or Letter of Grant to an Option Holder (including any amendments of modification
                                         thereto), the matter shall be referred for final determination to an arbitrator nominated
                                         by the Compensation Committee and the decision of such arbitrator shall be final and
                                         binding on the Company and the Option Holder. The Scheme and the Letter of Grant shall
                                         be subject to the laws of India and shall be subject to the jurisdiction of the Courts
                                         at Mumbai.



 


		b)	If
                                         any clause, clauses or part thereof is found to be invalid or void on any account, the
                                         remaining of the clause or clauses shall continue to have full force any effect as if
                                         such clause, clauses or part thereof were not contained in the Scheme.



 


17. CONFIDENTIALITY


 


		a)	The
                                         Employee who holds any Options/ Shares under the Scheme shall not divulge the details
                                         or terms of the Scheme, any Letter of Grant and his/her holding to any person except
                                         any disclosure as may be required as per Applicable Laws.



 


18. STATUTORY DISCLOSURES:


 


Kindly go through the Disclosure Document
annexed to this Scheme and which is deemed to be a part of the Scheme.





 




    	 



    	 



    

 


19. Disclosure and Accounting Policies


 


The Company shall comply with
disclosure and the accounting policies specified in the SEBI ESOS Guidelines and/or such other guidelines as may be applicable
from time to time.


 


******