<PAGE>

                                                                   Exhibit 10.16

                               VIRTUSA CORPORATION

                      2007 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the Virtusa Corporation 2007 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Non-Employee Directors and other key persons (including
consultants and prospective employees) of Virtusa Corporation (the "Company")
and its Subsidiaries upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "Administrator" means either the Board or the compensation committee of the
Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who
are independent.

     "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock
Awards, Unrestricted Stock Awards, Cash-based Awards and Dividend Equivalent
Rights.

     "Award Agreement" means a written or electronic agreement setting forth the
terms and provisions applicable to an Award granted under the Plan. Each Award
Agreement is subject to the terms and conditions of the Plan.

     "Board" means the Board of Directors of the Company.

     "Cash-based Award" means an Award entitling the recipient to receive a
cash-denominated payment.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "Covered Employee" means an employee who is a "Covered Employee" within the
meaning of Section 162(m) of the Code.

     "Deferred Stock Award" means an Award of phantom stock units to a grantee.
<PAGE>

     "Dividend Equivalent Right" means an Award entitling the grantee to receive
credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates)
if such shares had been issued to and held by the grantee.

     "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 19.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

     "Fair Market Value" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ Global
Market or another national securities exchange, the determination shall be made
by reference to market quotations. If there are no market quotations for such
date, the determination shall be made by reference to the last date preceding
such date for which there are market quotations, provided further, however, that
if the date for which Fair Market Value is determined is the first day when
trading prices for the Stock are reported on a national securities exchange, the
Fair Market Value shall be the "Price to the Public" (or equivalent) set forth
on the cover page for the final prospectus relating to the Company's Initial
Public Offering.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, or such other event as a result of or following which
the Stock shall be publicly held.

     "Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

     "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

     "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

     "Restricted Stock Award" means an Award entitling the recipient to acquire,
at such purchase price (which may be zero) as determined by the Administrator,
shares of Stock subject to such restrictions and conditions as the Administrator
may determine at the time of grant.

     "Sale Event" shall mean (i) the sale of all or substantially all of the
assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation in which the outstanding shares
of Stock are converted into or exchanged for securities of the successor entity
and the holders of the Company's outstanding voting power


                                        2

<PAGE>

immediately prior to such transaction do not own a majority of the outstanding
voting power of the successor entity immediately upon completion of such
transaction, or (iii) the sale of all of the Stock of the Company to an
unrelated person or entity.

     "Sale Price" means the value as determined by the Administrator of the
consideration payable, or otherwise to be received by stockholders, per share of
Stock pursuant to a Sale Event.

     "Section 409A" means Section 409A of the Code and the regulations and other
guidance promulgated thereunder.

     "Stock" means the Common Stock, par value $0.01 per share, of the Company,
subject to adjustments pursuant to Section 3.

     "Stock Appreciation Right" means an Award entitling the recipient to
receive shares of Stock having a value equal to the excess of the Fair Market
Value of the Stock on the date of exercise over the exercise price of the Stock
Appreciation Right multiplied by the number of shares of Stock with respect to
which the Stock Appreciation Right shall have been exercised.

     "Subsidiary" means any corporation or other entity (other than the Company)
in which the Company has at least a 50 percent interest, either directly or
indirectly.

     "Ten Percent Owner" means an employee who owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation.

     "Unrestricted Stock Award" means an Award of shares of Stock free of any
restrictions.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
           AND DETERMINE AWARDS

     (a) Administration of Plan. The Plan shall be administered by the
Administrator.

     (b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

          (i) to select the individuals to whom Awards may from time to time be
granted;

          (ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock
Awards, Cash-based Awards and Dividend Equivalent Rights, or any combination of
the foregoing, granted to any one or more grantees;

          (iii) to determine the number of shares of Stock to be covered by any
Award;

          (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and


                                        3

<PAGE>

conditions may differ among individual Awards and grantees, and to approve the
form of written instruments evidencing the Awards;

          (v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award;

          (vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised; and

          (vii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Administrator shall be binding on
all persons, including the Company and Plan grantees.

     (c) Delegation of Authority to Grant Options. Subject to applicable law,
the Administrator, in its discretion, may delegate to the Chief Executive
Officer of the Company all or part of the Administrator's authority and duties
with respect to the granting of Options, to individuals who are (i) not subject
to the reporting and other provisions of Section 16 of the Exchange Act and (ii)
not Covered Employees. Any such delegation by the Administrator shall include a
limitation as to the amount of Options that may be granted during the period of
the delegation and shall contain guidelines as to the determination of the
exercise price and the vesting criteria. The Administrator may revoke or amend
the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Administrator's delegate or delegates that were consistent
with the terms of the Plan.

     (d) Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award, the provisions
applicable in the event employment or service terminates, and the Company's
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

     (e) Indemnification. Neither the Board nor the Administrator, nor any
member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Administrator (and any
delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company's
articles or bylaws or any directors' and officers' liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement
between such individual and the Company.

     (f) Foreign Award Recipients. Notwithstanding any provision of the Plan to
the contrary, in order to comply with the laws in other countries in which the
Company and its


                                        4

<PAGE>

Subsidiaries operate or have employees or other individuals eligible for Awards,
the Administrator, in its sole discretion, shall have the power and authority
to: (i) determine which Subsidiaries shall be covered by the Plan; (ii)
determine which individuals outside the United States are eligible to
participate in the Plan; (iii) modify the terms and conditions of any Award
granted to individuals outside the United States to comply with applicable
foreign laws; (iv) establish subplans and modify exercise procedures and other
terms and procedures, to the extent the Administrator determines such actions to
be necessary or advisable (and such subplans and/or modifications shall be
attached to this Plan as appendices); provided, however, that no such subplans
and/or modifications shall increase the share limitations contained in Section
3(a) hereof; and (v) take any action, before or after an Award is made, that the
Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals.
Notwithstanding the foregoing, the Administrator may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act
or any other applicable United States securities law, the Code, or any other
applicable United States governing statute or law.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

     (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be the sum of (i) 2,600,000 shares,
(ii) the number of Shares under the Company's Amended and Restated 2000 Stock
Option Plan and 2005 Stock Appreciation Rights Plan (together, the "Prior
Plans") which are not needed to fulfill the Company's obligations for awards
issued under the Prior Plans as a result of forfeiture, expiration,
cancellation, termination or net issuances of awards thereunder, and (iii) on
January 1, 2008 and on each January 1 thereafter, an additional number of shares
equal to the lower of (A) two and nine tenths percent (2.9%) of the outstanding
number of shares of Stock on the immediately preceding December 31, or (B) such
lower number of shares of Stock as may be determined by the Board of Directors,
in each case subject to adjustment as provided in Section 3(b). For purposes of
this limitation, the shares of Stock underlying any Awards that are forfeited,
canceled, held back upon exercise of an Option or settlement of an Award to
cover the exercise price or tax withholding, reacquired by the Company prior to
vesting, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock available for
issuance under the Plan. Subject to such overall limitations, shares of Stock
may be issued up to such maximum number pursuant to any type or types of Award;
provided, however, that (i) Incentive Stock Options may be granted with respect
to no more than 2,600,000 shares, plus on each January 1, starting January 1,
2008, an additional number of shares equal to the lesser of (A) two and nine
tenths percent (2.9%) of the outstanding number of shares of Stock on the
immediately preceding December 31 and (B) 2,600,000 shares of Stock and (ii)
Stock Options or Stock Appreciation Rights with respect to no more than
3,000,000 shares of Stock may be granted to any one individual grantee during
any one calendar year period. The shares available for issuance under the Plan
may be authorized but unissued shares of Stock or shares of Stock reacquired by
the Company.

     (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other


                                        5

<PAGE>

securities of the Company, or additional shares or new or different shares or
other securities of the Company or other non-cash assets are distributed with
respect to such shares of Stock or other securities, or, if, as a result of any
merger or consolidation, sale of all or substantially all of the assets of the
Company, the outstanding shares of Stock are converted into or exchanged for
securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan, (ii) the number of Stock Options or Stock Appreciation Rights that can be
granted to any one individual grantee, (iii) the number and kind of shares or
other securities subject to any then outstanding Awards under the Plan, (iv) the
repurchase price, if any, per share subject to each outstanding Restricted Stock
Award and (v) the price for each share subject to any then outstanding Stock
Options and Stock Appreciation Rights under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the number of
Stock Options and Stock Appreciation Rights) as to which such Stock Options and
Stock Appreciation Rights remain exercisable. The Administrator shall also make
equitable or proportionate adjustments in the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration cash dividends paid other than in the ordinary course or
any other extraordinary corporate event. The adjustment by the Administrator
shall be final, binding and conclusive. No fractional shares of Stock shall be
issued under the Plan resulting from any such adjustment, but the Administrator
in its discretion may make a cash payment in lieu of fractional shares.

     (c) Mergers and Other Transactions. Except as the Administrator may
otherwise specify with respect to particular Awards in the relevant Award
documentation, in the case of and subject to the consummation of a Sale Event,
all Options and Stock Appreciation Rights that are not exercisable immediately
prior to the effective time of the Sale Event shall become fully exercisable as
of the effective time of the Sale Event, all other Awards with time-based
vesting, conditions or restrictions shall become fully vested and nonforfeitable
as of the effective time of the Sale Event and all Awards with conditions and
restrictions relating to the attainment of performance goals may become vested
and nonforfeitable in connection with a Sale Event in the Administrator's
discretion, unless, in any case, the parties to the Sale Event agree that Awards
will be assumed or continued by the successor entity. Upon the effective time of
the Sale Event, the Plan and all outstanding Awards granted hereunder shall
terminate, unless provision is made in connection with the Sale Event in the
sole discretion of the parties thereto for the assumption or continuation of
Awards theretofore granted by the successor entity, or the substitution of such
Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as such parties shall agree (after taking into
account any acceleration hereunder). In the event of such termination, (i) the
Company shall have the option (in its sole discretion) to make or provide for a
cash payment to the grantees holding Options and Stock Appreciation Rights, in
exchange for the cancellation thereof, in an amount equal to the difference
between (A) the Sale Price multiplied by the number of shares of Stock subject
to outstanding Options and Stock Appreciation Rights (to the extent then
exercisable (after taking into account any acceleration hereunder) at prices not
in excess of the Sale Price) and (B) the aggregate exercise price of all such
outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be
permitted, within a specified period of time prior to the consummation of the
Sale Event as determined by the Administrator, to exercise all outstanding
Options and Stock Appreciation Rights held by such grantee.


                                        6

<PAGE>

     (d) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the substitute awards
be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

     Grantees under the Plan will be such full or part-time officers and other
employees, Non-Employee Directors and key persons (including consultants and
prospective employees) of the Company and its Subsidiaries as are selected from
time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

     Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

     (a) Stock Options Granted to Employees and Key Persons. The Administrator
in its discretion may grant Stock Options to eligible employees and key persons
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable. If the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the
optionee's election, subject to such terms and conditions as the Administrator
may establish.

          (i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than 100 percent of
the Fair Market Value on the date of grant. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value on the grant date.

          (ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the term of such Stock Option
shall be no more than five years from the date of grant.


                                        7

<PAGE>

          (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date. The
Administrator may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

          (iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods to the extent provided in the Option Award
Agreement:

               (A) In cash, by certified or bank check or other instrument
     acceptable to the Administrator;

               (B) Through the delivery (or attestation to the ownership) of
     shares of Stock that have been purchased by the optionee on the open market
     or that are beneficially owned by the optionee and are not then subject to
     restrictions under any Company plan. Such surrendered shares shall be
     valued at Fair Market Value on the exercise date. To the extent required to
     avoid variable accounting treatment under FAS 123R or other applicable
     accounting rules, such surrendered shares shall have been owned by the
     optionee for at least six months; or

               (C) By the optionee delivering to the Company a properly executed
     exercise notice together with irrevocable instructions to a broker to
     promptly deliver to the Company cash or a check payable and acceptable to
     the Company for the purchase price; provided that in the event the optionee
     chooses to pay the purchase price as so provided, the optionee and the
     broker shall comply with such procedures and enter into such agreements of
     indemnity and other agreements as the Administrator shall prescribe as a
     condition of such payment procedure.

Payment instruments will be received subject to collection. The transfer to the
optionee on the records of the Company or of the transfer agent of the shares of
Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in
accordance with the provisions of the Stock Option) by the Company of the full
purchase price for such shares and the fulfillment of any other requirements
contained in the Option Award Agreement or applicable provisions of laws
(including the satisfaction of any withholding taxes that the Company is
obligated to withhold with respect to the optionee). In the event an optionee
chooses to pay the purchase price by previously-owned shares of Stock through
the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
shares attested to. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the exercise of
Stock Options, such as a system using an internet website or interactive voice
response, then the paperless exercise of Stock Options may be permitted through
the use of such an automated system.


                                        8

<PAGE>

          (v) Annual Limit on Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.

     (b) Stock Options Granted to Non-Employee Directors. The Administrator in
its discretion may grant Non-Qualified Stock Options to Non-Employee Directors.
Any such grant may vary among individual Non-Employee Directors. Non-Qualified
Stock Options granted pursuant to this Section 5(b) shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable. If the Administrator so determines, Non-Qualified Stock
Options may be granted in lieu of cash compensation at the optionee's election,
subject to such terms and conditions as the Administrator may establish.

          (i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted under this Section 5(b) shall be equal to the Fair
Market Value of the Stock on the date the Stock Option is granted.

          (ii) Exercise; Termination.

               (A) Options shall become exercisable at such time or times,
     whether or not in installments, as shall be determined by the Administrator
     at or after the grant date. The Administrator may at any time accelerate
     the exercisability of all or any portion of any Stock Option. An Option
     issued under this Section 5(b) shall not be exercisable after the
     expiration of ten years from the date of grant.

               (B) Options granted under this Section 5(b) may be exercised only
     by written notice to the Company specifying the number of shares to be
     purchased. Payment of the full purchase price of the shares to be purchased
     may be made by one or more of the methods specified in Section 5(a)(iv). An
     optionee shall have the rights of a stockholder only as to shares acquired
     upon the exercise of a Stock Option and not as to unexercised Stock
     Options.

SECTION 6. STOCK APPRECIATION RIGHTS

     (a) Exercise Price of Stock Appreciation Rights. The exercise price of a
Stock Appreciation Right shall not be less than 100 percent of the Fair Market
Value of the Stock on the date of grant (or more than the Stock Option exercise
price per share, if the Stock Appreciation Right was granted in tandem with a
Stock Option).

     (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in


                                        9

<PAGE>

tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

     A Stock Appreciation Right or applicable portion thereof granted in tandem
with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

     (c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:

          (i) Stock Appreciation Rights granted in tandem with Options shall be
exercisable at such time or times and to the extent that the related Stock
Options shall be exercisable.

          (ii) Upon exercise of a Stock Appreciation Right, the applicable
portion of any related Option shall be surrendered.

          (iii) Stock Appreciation Rights may have a term of no more than ten
years.

SECTION 7. RESTRICTED STOCK AWARDS

     (a) Nature of Restricted Stock Awards. The Administrator shall determine
the restrictions and conditions applicable to each Restricted Stock Award at the
time of grant. Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Restricted Stock Award is contingent on the
grantee executing the Restricted Stock Award Agreement. The terms and conditions
of each such Award Agreement shall be determined by the Administrator, and such
terms and conditions may differ among individual Awards and grantees.

     (b) Rights as a Stockholder. Upon execution of the Restricted Stock Award
Agreement and payment of any applicable purchase price, a grantee shall have the
rights of a stockholder with respect to the voting of the Restricted Stock,
subject to such conditions contained in the Restricted Stock Award Agreement.
Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Stock shall be accompanied by a notation on the records of the
Company or the transfer agent to the effect that they are subject to forfeiture
until such Restricted Stock are vested as provided in Section 7(d) below, and
(ii) certificated Restricted Stock shall remain in the possession of the Company
until such Restricted Stock is vested as provided in Section 7(d) below, and the
grantee shall be required, as a condition of the grant, to deliver to the
Company such instruments of transfer as the Administrator may prescribe.

     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Agreement. Except as may otherwise be
provided by the Administrator either in the Award Agreement or, subject to
Section 16 below, in writing after the Award Agreement is issued, if any, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from or


                                       10

<PAGE>

other action by or on behalf of, the Company be deemed to have been reacquired
by the Company at its original purchase price (if any) from such grantee or such
grantee's legal representative simultaneously with such termination of
employment (or other service relationship), and thereafter shall cease to
represent any ownership of the Company by the grantee or rights of the grantee
as a stockholder. Following such deemed reacquisition of unvested Restricted
Stock that are represented by physical certificates, a grantee shall surrender
such certificates to the Company upon request without consideration.

     (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award Agreement or, subject to
Section 16 below, in writing after the Award Agreement is issued, a grantee's
rights in any shares of Restricted Stock that have not vested shall
automatically terminate upon the grantee's termination of employment (or other
service relationship) with the Company and its Subsidiaries and such shares
shall be subject to the provisions of Section 7(c) above.

SECTION 8. DEFERRED STOCK AWARDS

     (a) Nature of Deferred Stock Awards. The Administrator shall determine the
restrictions and conditions applicable to each Deferred Stock Award at the time
of grant. Conditions may be based on continuing employment (or other service
relationship) and/or achievement of pre-established performance goals and
objectives. The grant of a Deferred Stock Award is contingent on the grantee
executing the Deferred Stock Award Agreement. The terms and conditions of each
such Award Agreement shall be determined by the Administrator, and such terms
and conditions may differ among individual Awards and grantees. At the end of
the deferral period, the Deferred Stock Award, to the extent vested, shall be
settled in the form of shares of Stock.

     (b) Election to Receive Deferred Stock Awards in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form
of a Deferred Stock Award. Any such election shall be made in writing and shall
be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator. Any such future cash compensation
that the grantee elects to defer shall be converted to a fixed number of phantom
stock units based on the Fair Market Value of Stock on the date the compensation
would otherwise have been paid to the grantee if such payment had not been
deferred as provided herein. The Administrator shall have the sole right to
determine whether and under what circumstances to permit such elections and to
impose such limitations and other terms and conditions thereon as the
Administrator deems appropriate.

     (c) Rights as a Stockholder. A grantee shall have the rights as a
stockholder only as to shares of Stock acquired by the grantee upon settlement
of a Deferred Stock Award; provided,


                                       11

<PAGE>

however, that the grantee may be credited with Dividend Equivalent Rights with
respect to the phantom stock units underlying his Deferred Stock Award, subject
to such terms and conditions as the Administrator may determine.

     (d) Termination. Except as may otherwise be provided by the Administrator
either in the Award Agreement or, subject to Section 16 below, in writing after
the Award Agreement is issued, a grantee's right in all Deferred Stock Awards
that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.

SECTION 9. UNRESTRICTED STOCK AWARDS

     Grant or Sale of Unrestricted Stock. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted
Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee.

SECTION 10. CASH-BASED AWARDS

     (a) Grant of Cash-based Awards. The Administrator may, in its sole
discretion, grant Cash-based Awards to any grantee in such number or amount and
upon such terms, and subject to such conditions, as the Administrator shall
determine at the time of grant. The Administrator shall determine the maximum
duration of the Cash-based Award, the amount of cash to which the Cash-based
Award pertains, the conditions upon which the Cash-based Award shall become
vested or payable, and such other provisions as the Administrator shall
determine. Each Cash-based Award shall specify a cash-denominated payment
amount, formula or payment ranges as determined by the Administrator. Payment,
if any, with respect to a Cash-based Award shall be made in accordance with the
terms of the Award and may be made in cash or in shares of Stock, as the
Administrator determines.

SECTION 11. DIVIDEND EQUIVALENT RIGHTS

     (a) Dividend Equivalent Rights. A Dividend Equivalent Right may be granted
hereunder to any grantee as a component of another Award or as a freestanding
award. The terms and conditions of Dividend Equivalent Rights shall be specified
in the Award Agreement. Dividend equivalents credited to the holder of a
Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional shares of Stock, which may thereafter accrue additional
equivalents. Any such reinvestment shall be at Fair Market Value on the date of
reinvestment or such other price as may then apply under a dividend reinvestment
plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled
in cash or shares of Stock or a combination thereof, in a single installment or
installments. A Dividend Equivalent Right granted as a component of another
Award may provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement, or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award. A Dividend Equivalent
Right granted as a component of another Award may also contain terms and
conditions different from such other Award.


                                       12

<PAGE>

     (b) Interest Equivalents. Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

     (c) Termination. Except as may otherwise be provided by the Administrator
either in the Award Agreement or, subject to Section 16 below, in writing after
the Award Agreement is issued, a grantee's rights in all Dividend Equivalent
Rights or interest equivalents granted as a component of another Award that has
not vested shall automatically terminate upon the grantee's termination of
employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.

SECTION 12. TRANSFERABILITY OF AWARDS

     (a) Transferability. Except as provided in Section 12(b) below, during a
grantee's lifetime, his or her Awards shall be exercisable only by the grantee,
or by the grantee's legal representative or guardian in the event of the
grantee's incapacity. No Awards shall be sold, assigned, transferred or
otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution. No Awards shall be subject, in whole or in
part, to attachment, execution, or levy of any kind, and any purported transfer
in violation hereof shall be null and void.

     (b) Administrator Action. Notwithstanding Section 12(a), the Administrator,
in its discretion, may provide either in the Award Agreement regarding a given
Award or by subsequent written approval that the grantee (who is an employee or
director) may transfer his or her Awards (other than any Incentive Stock
Options) to his or her immediate family members, to trusts for the benefit of
such family members, or to partnerships in which such family members are the
only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable
Award.

     (c) Family Member. For purposes of Section 12(b), "family member" shall
mean a grantee's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the grantee's household (other than a
tenant of the grantee), a trust in which these persons (or the grantee) have
more than 50 percent of the beneficial interest, a foundation in which these
persons (or the grantee) control the management of assets, and any other entity
in which these persons (or the grantee) own more than 50 percent of the voting
interests.

     (d) Designation of Beneficiary. Each grantee to whom an Award has been made
under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.


                                       13

<PAGE>

SECTION 13. TAX WITHHOLDING

     (a) Payment by Grantee. Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
grantee. The Company's obligation to deliver evidence of book entry (or stock
certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee.

     (b) Payment in Stock. Subject to approval by the Administrator, a grantee
may elect to have the Company's minimum required tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.

SECTION 14. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED
            COMPENSATION UNDER SECTION 409A.

     In the event any Stock Option or Stock Appreciation Right under the Plan is
materially modified and deemed a new grant at a time when the Fair Market Value
exceeds the exercise price, or any other Award is otherwise determined to
constitute "nonqualified deferred compensation" within the meaning of Section
409A (a "409A Award"), the following additional conditions shall apply and shall
supersede any contrary provisions of this Plan or the terms of any agreement
relating to such 409A Award.

     (a) Exercise and Distribution. Except as provided in Section 14(b) hereof,
no 409A Award shall be exercisable or distributable earlier than upon one of the
following:

          (i) Specified Time. A specified time or a fixed schedule set forth in
the written instrument evidencing the 409A Award.

          (ii) Separation from Service. Separation from service (within the
meaning of Section 409A) by the 409A Award grantee; provided, however, that if
the 409A Award grantee is a "key employee" (as defined in Section 416(i) of the
Code without regard to paragraph (5) thereof) and any of the Company's Stock is
publicly traded on an established securities market or otherwise, exercise or
distribution under this Section 14(a)(ii) may not be made before the date that
is six months after the date of separation from service.

          (iii) Death. The date of death of the 409A Award grantee.

          (iv) Disability. The date the 409A Award grantee becomes disabled
(within the meaning of Section 14(c)(ii) hereof).


                                       14

<PAGE>

          (v) Unforeseeable Emergency. The occurrence of an unforeseeable
emergency (within the meaning of Section 14(c)(iii) hereof), but only if the net
value (after payment of the exercise price) of the number of shares of Stock
that become issuable does not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the exercise, after taking into account the extent to which the emergency is
or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the grantee's other assets (to the extent such
liquidation would not itself cause severe financial hardship).

          (vi) Change in Control Event. The occurrence of a Change in Control
Event (within the meaning of Section 14(c)(i) hereof), including the Company's
discretionary exercise of the right to accelerate vesting of such grant upon a
Change in Control Event or to terminate the Plan or any 409A Award granted
hereunder within 12 months of the Change in Control Event.

     (b) No Acceleration. A 409A Award may not be accelerated or exercised prior
to the time specified in Section 14(a) hereof, except in the case of one of the
following events:

          (i) Domestic Relations Order. The 409A Award may permit the
acceleration of the exercise or distribution time or schedule to an individual
other than the grantee as may be necessary to comply with the terms of a
domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

          (ii) Conflicts of Interest. The 409A Award may permit the acceleration
of the exercise or distribution time or schedule as may be necessary to comply
with the terms of a certificate of divestiture (as defined in Section 1043(b)(2)
of the Code).

          (iii) Change in Control Event. The Administrator may exercise the
discretionary right to accelerate the vesting of such 409A Award upon a Change
in Control Event or to terminate the Plan or any 409A Award granted thereunder
within 12 months of the Change in Control Event and cancel the 409A Award for
compensation.

     (c) Definitions. Solely for purposes of this Section 14 and not for other
purposes of the Plan, the following terms shall be defined as set forth below:

          (i) "Change in Control Event" means the occurrence of a change in the
ownership of the Company, a change in effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company
(as defined in Section 1.409A-3(g) of the proposed regulations promulgated under
Section 409A by the Department of the Treasury on September 29, 2005 or any
subsequent guidance).

          (ii) "Disabled" means a grantee who (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company or its Subsidiaries.


                                       15

<PAGE>

          (iii) "Unforeseeable Emergency" means a severe financial hardship to
the grantee resulting from an illness or accident of the grantee, the grantee's
spouse, or a dependent (as defined in Section 152(a) of the Code) of the
grantee, loss of the grantee's property due to casualty, or similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the grantee.

SECTION 15. TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or

     (b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.

SECTION 16. AMENDMENTS AND TERMINATION

     The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. Except as provided in Section 3(b) or 3(c), in no event
may the Administrator exercise its discretion to reduce the exercise price of
outstanding Stock Options or Stock Appreciation Rights or effect repricing
through cancellation and re-grants. Any material Plan amendments (other than
amendments that curtail the scope of the Plan), including any Plan amendments
that (i) increase the number of shares reserved for issuance under the Plan,
(ii) expand the type of Awards available under, materially expand the
eligibility to participate in, or materially extend the term of, the Plan, or
(iii) materially change the method of determining Fair Market Value, shall be
subject to approval by the Company stockholders entitled to vote at a meeting of
stockholders. In addition, to the extent determined by the Administrator to be
required by the Code to ensure that Incentive Stock Options granted under the
Plan are qualified under Section 422 of the Code or to ensure that compensation
earned under Awards qualifies as performance-based compensation under Section
162(m) of the Code, Plan amendments shall be subject to approval by the Company
stockholders entitled to vote at a meeting of stockholders. Nothing in this
Section 16 shall limit the Administrator's authority to take any action
permitted pursuant to Section 3(c).

SECTION 17. STATUS OF PLAN

     With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's


                                       16

<PAGE>

obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

SECTION 18. GENERAL PROVISIONS

     (a) No Distribution. The Administrator may require each person acquiring
Stock pursuant to an Award to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof.

     (b) Delivery of Stock Certificates. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company. Uncertificated Stock shall be deemed delivered for all
purposes when the Company or a Stock transfer agent of the Company shall have
given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company, notice of issuance and recorded the issuance in its
records (which may include electronic "book entry" records). Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Board has determined, with advice of counsel (to
the extent the Board deems such advice necessary or advisable), that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed, quoted or
traded. All Stock certificates delivered pursuant to the Plan shall be subject
to any stop-transfer orders and other restrictions as the Administrator deems
necessary or advisable to comply with federal, state or foreign jurisdiction,
securities or other laws, rules and quotation system on which the Stock is
listed, quoted or traded. The Administrator may place legends on any Stock
certificate to reference restrictions applicable to the Stock. In addition to
the terms and conditions provided herein, the Board may require that an
individual make such reasonable covenants, agreements, and representations as
the Board, in its discretion, deems necessary or advisable in order to comply
with any such laws, regulations, or requirements. The Administrator shall have
the right to require any individual to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Administrator.

     (c) Stockholder Rights. Until Stock is deemed delivered in accordance with
Section 18(b), no right to vote or receive dividends or any other rights of a
stockholder will exist with respect to shares of Stock to be issued in
connection with an Award, notwithstanding the exercise of a Stock Option or any
other action by the grantee with respect to an Award.

     (d) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.


                                       17

<PAGE>

     (e) Trading Policy Restrictions. Option exercises and other Awards under
the Plan shall be subject to such Company's insider trading policy and
procedures, as in effect from time to time.

     (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is
required to prepare an accounting restatement due to the material noncompliance
of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, then any grantee who is one of the
individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any
Award received by such individual under the Plan during the 12-month period
following the first public issuance or filing with the United States Securities
and Exchange Commission, as the case may be, of the financial document embodying
such financial reporting requirement.

SECTION 19. EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the holders of a majority
of the votes cast at a meeting of stockholders at which a quorum is present or
pursuant to written consent. No grants of Stock Options and other Awards may be
made hereunder after the tenth anniversary of the Effective Date and no grants
of Incentive Stock Options may be made hereunder after the tenth anniversary of
the date the Plan is approved by the Board.

SECTION 20. GOVERNING LAW

     This Plan and all Awards and actions taken thereunder shall be governed by,
and construed in accordance with, the laws of Delaware, applied without regard
to conflict of law principles.


DATE APPROVED BY BOARD OF DIRECTORS: May 14, 2007

DATE APPROVED BY STOCKHOLDERS: May 22, 2007



                                       18
<PAGE>

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                              FOR COMPANY EMPLOYEES

                          UNDER THE VIRTUSA CORPORATION
                      2007 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee: __________________________________________________
No. of Option Shares: ______________________________________________
Option Exercise Price per Share: $__________________________________
                                 [FMV ON GRANT DATE]
Grant Date: ________________________________________________________
Expiration Date: ___________________________________________________

     Pursuant to the Virtusa Corporation 2007 Stock Option and Incentive Plan as
amended through the date hereof (the "Plan"), Virtusa Corporation (the
"Company") hereby grants to the Optionee named above an option (the "Stock
Option") to purchase on or prior to the Expiration Date specified above all or
part of the number of shares of Common Stock, par value $0.01 per share (the
"Stock") of the Company specified above at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth herein and in the
Plan. This Stock Option is not intended to be an "incentive stock option" under
Section 422 of the Internal Revenue Code of 1986, as amended.

     1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:

<TABLE>
<CAPTION>
  Incremental Number of
Option Shares Exercisable   Exercisability Date
-------------------------   -------------------
<S>               <C>       <C>
  _____________   (___%)        ____________
  _____________   (___%)        ____________
  _____________   (___%)        ____________
  _____________   (___%)        ____________
</TABLE>

     Once exercisable, this Stock Option shall continue to be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and of the Plan.

     2. Manner of Exercise.

<PAGE>

          (a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the Option Shares purchasable at the time of
such notice. This notice shall specify the number of Option Shares to be
purchased.

     Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by the
Optionee on the open market or that are beneficially owned by the Optionee and
are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay
the option purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity and
other agreements as the Administrator shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.

     The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the Company's
receipt from the Optionee of the full purchase price for the Option Shares, as
set forth above, (ii) the fulfillment of any other requirements contained herein
or in the Plan or in any other agreement or provision of laws, and (iii) the
receipt by the Company of any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to.

          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

          (c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to


                                        2

<PAGE>

which this Stock Option is being exercised is the total number of shares subject
to exercise under this Stock Option at the time.

          (d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination of Employment. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth
below.

          (a) Termination Due to Death. If the Optionee's employment terminates
by reason of the Optionee's death, any portion of this Stock Option outstanding
on such date [SHALL BECOME FULLY EXERCISABLE AND] may thereafter be exercised by
the Optionee's legal representative or legatee for a period of 12 months from
the date of death or until the Expiration Date, if earlier.

          (b) Termination Due to Disability. If the Optionee's employment
terminates by reason of the Optionee's disability (as determined by the
Administrator), any portion of this Stock Option outstanding on such date [SHALL
BECOME FULLY EXERCISABLE AND] may thereafter be exercised by the Optionee for a
period of 12 months from the date of termination or until the Expiration Date,
if earlier.

          (c) Termination for Cause. If the Optionee's employment terminates for
Cause, any portion of this Stock Option outstanding on such date shall terminate
immediately and be of no further force and effect. For purposes hereof, "Cause"
shall mean, unless otherwise provided in an employment agreement between the
Company and the Optionee, a determination by the Administrator that the Optionee
shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of,
indictment for or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and
deliberate non-performance (other than by reason of disability) by the Optionee
of the Optionee's duties to the Company.

          (d) Other Termination. If the Optionee's employment terminates for any
reason other than the Optionee's death, the Optionee's disability or Cause, and
unless otherwise determined by the Administrator, any portion of this Stock
Option outstanding on such date may be exercised, to the extent exercisable on
the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock
Option that is not exercisable on the date of termination shall terminate
immediately and be of no further force or effect.

     The Administrator's determination of the reason for termination of the
Optionee's employment shall be conclusive and binding on the Optionee and his or
her representatives or legatees.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized


                                        3

<PAGE>

terms in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.

     6. Tax Withholding. The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. The Optionee may elect to have
the minimum required tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued a
number of shares of Stock with an aggregate Fair Market Value that would satisfy
the withholding amount due.

     7. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.


                                        4

<PAGE>

     8. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        VIRTUSA CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Optionee's Signature

                                        Optionee's name and address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                        5
<PAGE>

                        RESTRICTED STOCK AWARD AGREEMENT

                          UNDER THE VIRTUSA CORPORATION
                      2007 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee: _______________________________________________________
No. of Shares: _________________________________________________________
Grant Date: ____________________________________________________________
Final Acceptance Date: _________________________________________________

     Pursuant to the Virtusa Corporation 2007 Stock Option and Incentive Plan
(the "Plan") as amended through the date hereof, Virtusa Corporation (the
"Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee
named above. Upon acceptance of this Award, the Grantee shall receive the number
of shares of Common Stock, par value $0.01 per share (the "Stock") of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan. The Company acknowledges the receipt from the Grantee of
an amount equal to the aggregate par value for the Stock in the form of cash,
services or other appropriate consideration.

     1. Acceptance of Award. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by (i) signing and
delivering to the Company a copy of this Award Agreement, and (ii) delivering to
the Company a stock power endorsed in blank. Upon acceptance of this Award by
the Grantee, the shares of Restricted Stock so accepted shall be issued and held
by the Company's transfer agent in book entry form, and the Grantee's name shall
be entered as the stockholder of record on the books of the Company. Thereupon,
the Grantee shall have all the rights of a stockholder with respect to such
shares, including voting and dividend rights, subject, however, to the
restrictions and conditions specified in Paragraph 2 below.

     2. Restrictions and Conditions.

          (a) Any book entries for the shares of Restricted Stock granted herein
shall bear an appropriate legend, as determined by the Administrator in its sole
discretion, to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.

          (b) Shares of Restricted Stock granted herein may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of by the
Grantee prior to vesting.

          (c) If the Grantee's employment with the Company and its Subsidiaries
is voluntarily or involuntarily terminated for any reason (including death)
prior to vesting of shares of Restricted Stock granted herein, all shares of
Restricted Stock shall immediately and automatically be forfeited and returned
to the Company.

     3. Vesting of Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule so long

<PAGE>

as the Grantee remains an employee of the Company or a Subsidiary on such Dates.
If a series of Vesting Dates is specified, then the restrictions and conditions
in Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.

<TABLE>
<CAPTION>
       Number of
     Shares Vested       Vesting Date
----------------------   ------------
<S>             <C>      <C>
_____________   (___%)   ____________
_____________   (___%)   ____________
_____________   (___%)   ____________
_____________   (___%)   ____________
</TABLE>

     Subsequent to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock. The Administrator may at any time accelerate the vesting schedule
specified in this Paragraph 3.

     4. Dividends. Dividends on Shares of Restricted Stock shall be paid
currently to the Grantee.

     5. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b)
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.

     6. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.

     7. Tax Withholding. The Grantee shall, not later than the date as of which
the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. Except in the case where an
election is made pursuant to Paragraph 8 below, the Grantee may elect to have
the required minimum tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued or
released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due.

     8. Election Under Section 83(b). The Grantee and the Company hereby agree
that the Grantee may, within 30 days following the acceptance of this Award as
provided in Paragraph 1 hereof, file with the Internal Revenue Service and the
Company an election under Section 83(b) of the Internal Revenue Code. In the
event the Grantee makes such an election, he or she agrees to provide a copy of
the election to the Company.

<PAGE>

     9. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment and neither the Plan nor this Agreement shall
interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.

     10. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        VIRTUSA CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Grantee's Signature

                                        Grantee's name and address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------
<PAGE>

                        INCENTIVE STOCK OPTION AGREEMENT

                          UNDER THE VIRTUSA CORPORATION
                      2007 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee: ______________________________________________________
No. of Option Shares: __________________________________________________
Option Exercise Price per Share: $______________________________________
                                 [FMV ON GRANT DATE (110% OF FMV IF A
                                 10% OWNER)]
Grant Date: ____________________________________________________________
Expiration Date: _______________________________________________________
                 [UP TO 10 YEARS (5 IF A 10% OWNER)]

     Pursuant to the Virtusa Corporation 2007 Stock Option and Incentive Plan as
amended through the date hereof (the "Plan"), Virtusa Corporation (the
"Company") hereby grants to the Optionee named above an option (the "Stock
Option") to purchase on or prior to the Expiration Date specified above all or
part of the number of shares of Common Stock, par value $0.01 per share (the
"Stock"), of the Company specified above at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth herein and in the
Plan.

     1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:

<TABLE>
<CAPTION>
  Incremental Number of
Option Shares Exercisable*   Exercisability Date
--------------------------   -------------------
<S>               <C>        <C>
  _____________   (___%)         ____________
  _____________   (___%)         ____________
  _____________   (___%)         ____________
  _____________   (___%)         ____________
</TABLE>

*    Max. of $100,000 per yr.

     Once exercisable, this Stock Option shall continue to be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and of the Plan.

<PAGE>

     2. Manner of Exercise.

          (a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the Option Shares purchasable at the time of
such notice. This notice shall specify the number of Option Shares to be
purchased.

     Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by the
Optionee on the open market or that are beneficially owned by the Optionee and
are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay
the option purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity and
other agreements as the Administrator shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.

     The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the Company's
receipt from the Optionee of the full purchase price for the Option Shares, as
set forth above, (ii) the fulfillment of any other requirements contained herein
or in the Plan or in any other agreement or provision of laws, and (iii) the
receipt by the Company of any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the shares attested to.

          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.


                                        2

<PAGE>

          (c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.

          (d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination of Employment. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth
below.

          (a) Termination Due to Death. If the Optionee's employment terminates
by reason of the Optionee's death, any portion of this Stock Option outstanding
on such date [SHALL BECOME FULLY EXERCISABLE AND] may thereafter be exercised by
the Optionee's legal representative or legatee for a period of 12 months from
the date of death or until the Expiration Date, if earlier.

          (b) Termination Due to Disability. If the Optionee's employment
terminates by reason of the Optionee's disability (as determined by the
Administrator), any portion of this Stock Option outstanding on such date [SHALL
BECOME FULLY EXERCISABLE AND] may thereafter be exercised by the Optionee for a
period of 12 months from the date of termination or until the Expiration Date,
if earlier.

          (c) Termination for Cause. If the Optionee's employment terminates for
Cause, any portion of this Stock Option outstanding on such date shall terminate
immediately and be of no further force and effect. For purposes hereof, "Cause"
shall mean, unless otherwise provided in an employment agreement between the
Company and the Optionee, a determination by the Administrator that the Optionee
shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of,
indictment for or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and
deliberate non-performance (other than by reason of disability) by the Optionee
of the Optionee's duties to the Company.

          (d) Other Termination. If the Optionee's employment terminates for any
reason other than the Optionee's death, the Optionee's disability, or Cause, and
unless otherwise determined by the Administrator, any portion of this Stock
Option outstanding on such date may be exercised, to the extent exercisable on
the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock
Option that is not exercisable on the date of termination shall terminate
immediately and be of no further force or effect.

     The Administrator's determination of the reason for termination of the
Optionee's employment shall be conclusive and binding on the Optionee and his or
her representatives or legatees.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan,


                                        3

<PAGE>

including the powers of the Administrator set forth in Section 2(b) of the Plan.
Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.

     6. Status of the Stock Option. This Stock Option is intended to qualify as
an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), but the Company does not represent or warrant
that this Stock Option qualifies as such. The Optionee should consult with his
or her own tax advisors regarding the tax effects of this Stock Option and the
requirements necessary to obtain favorable income tax treatment under Section
422 of the Code, including, but not limited to, holding period requirements. To
the extent any portion of this Stock Option does not so qualify as an "incentive
stock option," such portion shall be deemed to be a non-qualified stock option.
If the Optionee intends to dispose or does dispose (whether by sale, gift,
transfer or otherwise) of any Option Shares within the one-year period beginning
on the date after the transfer of such shares to him or her, or within the
two-year period beginning on the day after the grant of this Stock Option, he or
she will so notify the Company within 30 days after such disposition.

     7. Tax Withholding. The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. The Optionee may elect to have
the minimum required tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued a
number of shares of Stock with an aggregate Fair Market Value that would satisfy
the withholding amount due.

     8. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.


                                        4

<PAGE>

     9. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        VIRTUSA CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Optionee's Signature

                                        Optionee's name and address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                        5
<PAGE>

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS

                          UNDER THE VIRTUSA CORPORATION
                      2007 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee: _____________________________________________________
No. of Option Shares: _________________________________________________
Option Exercise Price per Share: $_____________________________________
                                  [FMV ON GRANT DATE]
Grant Date: ___________________________________________________________
Expiration Date: ______________________________________________________
                 [NO MORE THAN 10 YEARS]

     Pursuant to the Virtusa Corporation 2007 Stock Option and Incentive Plan as
amended through the date hereof (the "Plan"), Virtusa Corporation (the
"Company") hereby grants to the Optionee named above, who is a Director of the
Company but is not an employee of the Company, an option (the "Stock Option") to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $0.01 per share (the "Stock"), of
the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the Plan. This
Stock Option is not intended to be an "incentive stock option" under Section 422
of the Internal Revenue Code of 1986, as amended.

     1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:

<TABLE>
<CAPTION>
  Incremental Number of
Option Shares Exercisable            Exercisability Date
-------------------------   ------------------------------------
<S>                 <C>     <C>
_________________   (25%)   One year anniversary of Grant Date
_________________   (25%)   Two year anniversary of Grant Date
_________________   (25%)   Three year anniversary of Grant Date
_________________   (25%)   Four year anniversary of Grant Date
</TABLE>

     In the case of and subject to the consummation of a Sale Event,
[______][ONE 25% INCREMENTAL TRANCHE AS SET FORTH ABOVE] Option Shares that are
not exercisable immediately prior to the effective time of the Sale Event shall
become exercisable as of the effective time of the Sale Event. Once exercisable,
this Stock Option shall continue to be exercisable at any time

<PAGE>

or times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.

     2. Manner of Exercise.

          (a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the Option Shares purchasable at the time of
such notice. This notice shall specify the number of Option Shares to be
purchased.

     Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by the
Optionee on the open market or that are beneficially owned by the Optionee and
are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay
the option purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity and
other agreements as the Administrator shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.

     The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the Company's
receipt from the Optionee of the full purchase price for the Option Shares, as
set forth above, (ii) the fulfillment of any other requirements contained herein
or in the Plan or in any other agreement or provision of laws, and (iii) the
receipt by the Company of any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to.

          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been


                                        2

<PAGE>

entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

          (c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.

          (d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the period within which to exercise the Stock Option may be subject to
earlier termination as set forth below.

          (a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of the Optionee's death, any portion of this Stock Option
outstanding on such date [SHALL BECOME FULLY EXERCISABLE AND] may be exercised
by his or her legal representative or legatee for a period of 12 months from the
date of death or until the Expiration Date, if earlier.

          (b) Other Termination. If the Optionee ceases to be a Director for any
reason other than the Optionee's death, any portion of this Stock Option
outstanding on such date [SHALL BECOME FULLY EXERCISABLE AND] may be exercised
for a period of six months from the date of termination or until the Expiration
Date, if earlier.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.

     6. No Obligation to Continue as a Director. Neither the Plan nor this Stock
Option confers upon the Optionee any rights with respect to continuance as a
Director.

     7. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

     8. Amendment. Pursuant to Section 18 of the Plan, the Administrator may at
any time amend or cancel any outstanding portion of this Stock Option, but no
such action may be


                                        3

<PAGE>

taken that adversely affects the Optionee's rights under this Agreement without
the Optionee's consent.

                                        VIRTUSA CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Optionee's Signature

                                        Optionee's name and address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                        4