exhibit4-6.htm


    
      Exhibit
        4.6

       

      REDIFF.COM
        INDIA LIMITED

      


      ADR
        LINKED EMPLOYEE STOCK OPTION PLAN-2006

      


      1.           Purpose.  The
        purpose of this ADR Linked Employee Stock Option Plan 2006 (“Plan”) is to
        promote ownership of American Depository Shares representing equity shares
        of
        Rediff.com India Limited by key employees and directors of Rediff.com India
        Limited and its subsidiaries, thereby reinforcing a mutuality of interest
        with
        other shareholders, and to enable Rediff.com India Limited and its subsidiaries
        to attract, retain and motivate key employees and directors by permitting
        them
        to share in its growth.

      


      2.           Definitions.  As
        used in this Plan,

      


      “Compensation
        Committee” means the Compensation Committee of Board of Directors of
        the Company.

      


      “Company”
        means Rediff.com India Limited, a company incorporated under the laws of
        India
        and includes any successor thereto.

      


      “Director”
        means a member of the Board of Directors of the Company.

      


      “Exercise
        Price” is the price payable by the Participant for exercising the
        Option granted to him in pursuance of this Plan.

      


      “Fair
        Market Value” means
        as
        of any given day the last reported sale price of American Depositary Share
        (“ADS”) on NASDAQ on the day preceding the day, such determination is being made
        or if there was no last reported sale price, reported on such day on the
        most
        recently preceding day on which such a last price was reported or if the
        shares
        are not listed or admitted to trading on NASDAQ on the day as of which the
        determination is being made the amount determined by the Board to be the
        Fair
        Market Value of a share on such a day.

      


      “Market
        Price” means
        the closing price of the ADS on a
        particular date on the NASDAQ, USA.

      


      “NASDAQ”
        means the National Association of Securities Dealers Automated Quotation
        System.

      


      “Option”
        means the right to purchase Shares upon exercise of an option granted pursuant
        to Section 4 of this Plan.

      


      “Participant”
        means an employee who is: (a) a permanent employee of the Company working
        in
        India or out of India; or (b) a director of the Company whether a whole-time
        director or not; or (c) an employee as defined in sub-clauses (a) or (b)
        of a
        subsidiary, in India or out of India or of a Holding company of the Company,
        but
excludes (a) any person who is a Promoter or who belongs to the Promoter
        Group; (b) a director who either directly or indirectly through an immediate
        relative or a body corporate, holds more than 10% of the


      
        
          
          

        

        
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      Company’s
        outstanding equity shares or securities convertible into equity shares; and
        (c)
        any other person to whom the issue of options hereunder would result in
        non-compliance with applicable law (including Indian regulations and
        guidelines).

      


      “Plan”
        means this ADR Linked Stock Option Plan 2006 of the Company, as amended from
        time to time.

      


      “Promoter”
        means:

      
        	
                 

              	
                (a)

              	
                the
                  person or person(s) who are in over all control of the
                  Company

              


      

      
        	
                 

              	
                (b)

              	
                the
                  person or person(s) who are instrumental in the formation of the
                  Company
                  or programme pursuant to which the shares were offered to the
                  public;

              


      

      
        	
                 

              	
                (c)

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

              


      

      


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

      


      Explanation:
        Where a promoter of the company is a body corporate the promoters of that
        body
        corporate shall also be deemed to be promoters of the company.

      


      “Promoter
        Group” means:

      
        	
                 

              	
                (a)

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

              


      

      
        	
                 

              	
                (b)

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

              


      

      


      “Shares”
        means the American Depositary Shares representing equity shares of the Company
        (presently par value Rs 5/- per share), as adjusted in accordance with Section
        5
        of this Plan.

      


      3.           Shares
        Available.

      


      (a)           Subject
        to adjustment as provided in Section 5 of this Plan, the total number of
        Shares
        which may be arising from this Plan  shall not exceed 3,35,000 equity
        shares (i.e., equivalent to 6,70,000 ADRs).

      


      (b)           The
        number of Shares available in Section 3(a) above shall be adjusted to account
        for Shares relating to Options that expire, are forfeited, are terminated
        or are
        transferred, surrendered or relinquished upon the payment of any Exercise
        Price
        by the transfer to the Company of Shares or upon satisfaction of any withholding
        amount. Options
        forfeited, terminated or are transferred, surrendered or relinquished may
        be
        reissued to the Participants by the Compensation Committee.

      


      


      (c)           Notwithstanding
        anything in this Plan to the contrary, but subject to adjustment as provided
        in
        Section 5 of this Plan, no individual Participant shall, during any single
        calendar year, be granted Options under this Plan for Shares in excess of
        such
        percentage as permitted under the applicable laws , unless prior specific
        shareholder approval is obtained.


      
        
          
          

        

        
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      4.           Options.  The
        Compensation Committee may, from time to time and upon such terms and conditions
        as the Compensation Committee may determine, authorize the grant of Options
        to
        Participants provided that such grant of Options would not result in
        non-compliance with applicable law (including Indian regulations and
        guidelines).  Each such grant may utilize any or all of the
        authorizations, and shall be subject to all of the requirements or terms
        contained in the following provisions:

      


      (a)           Each
        grant shall specify the number of Shares to which it pertains, which shall
        be
        subject to the limitations set forth in Section 3 of this Plan. Each grant
        shall
        also specify an option price per Share which shall, unless prohibited by
        applicable law, be no more than 110% of the Fair Market Value and no less
        than
        50% of the Fair Market Value on the date of grant. The criteria to be applied
        by
        the Compensation Committee in determining the actual number of Shares to
        be
        awarded by Options granted to any Participant and the Exercise price per
        Share
        shall be based on the grade of the Participant and may include, without
        limitation, the length of service, contributions, dedication and performance
        of
        the Participant and shall take into account applicable tax laws and such
        other
        factors as the Compensation Committee may deem relevant from time to time.
        The
        Compensation Committee may from time to time determine the Participants or
        class
        of Participants who would be eligible for Options under this Plan. The
        Compensation Committee, while arriving at the decision on the eligibility
        of a
        Participant to Options and the quantum of the Shares to which a Participant
        is
        entitled, will take into consideration the attributes such as the grade of
        the
        Participant, length of service, role of the Participant, his contribution
        to the
        overall performance of the Company, the performance of Profit Centre/Division
        to
        which he belongs, importance of the Participant to the future performance
        and
        success of the Company, sense of loyalty towards the Company, significance
        of
        the Participant in enterprise valuation of the Company, etc.

      


      (b)           The
        Exercise Price per share for the purposes of the grant of Options shall be
        determined by the Compensation Committee at the time of grant of options
        to a
        Participant. Each grant shall specify the number of shares to which it pertains
        which shall be subject to limitation set forth in Section 3 of this
        Plan.  The Exercise Price of the options granted shall be on basis of
        formula which is linked to the Fair Market Value of American Depositary Shares
        listed on the NASDAQ on the date of grant (or the previous date if there
        is no
        listing available on the date of meeting). The specific formula determining
        exercise price shall be determined by the Compensation Committee at the time
        of
        making such grants. However, the Exercise Price shall not be less than the
        face
        value of Equity shares.

      


      Each
        grant shall specify the number of shares to which it pertains which shall
        be
        subject to limitation set forth in Section 3 of this Plan.

      


      (c)           Successive
        grants may be made to the same Participant whether or not any Options previously
        granted to such Participant remain unexercised.

      


      (d)           Options
        granted under this Plan may be (i) options that are intended to qualify under
        particular provisions of applicable tax laws of any jurisdiction, (ii) options
        that are not intended  to so qualify, or (iii) combinations of the
        foregoing. To the extent that any provision of this Plan would prevent an
        Option
        intended to qualify under particular provisions of applicable tax laws from
        qualifying as such, that provision shall not apply to (and shall have no
        effect
        whatsoever in respect of) such Option or its subsequent
        exercise.  Such provision shall,
        however, remain in effect for other Options and there shall be no further
        effect
        on any provision of this Plan.


      
        
          
          

        

        
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      (e)           Each
        grant shall specify the period or periods of continuous service by the
        Participant with the Company or any of its subsidiaries that is necessary
        before
        the Options or installments thereof will become exercisable and may provide
        for
        earlier exercise of the Option, including, without limitation, in the event
        of a
        change in control of the Company or death or permanent incapacity of the
        Participant while being employed or associated with the Company.  Each
        grant shall also specify the events if any due to which the Options cease
        to
        become exercisable,

      


      (f)           Each
        grant shall specify when the Option will become exercisable  A
        Participant may exercise an Option in whole or in part at any time and from
        time
        to time after such Option becomes exercisable; providedhowever
        that no Option shall be exercisable more than 10 years from the date of
        grant.

      


      (g)           To
        exercise an Option, a Participant must give written notice acceptable to
        the
        Company specifying the number of Shares to be purchased and make payment
        of the
        Exercise price and provide any other documentation that may be required by
        the
        Company.

      


      (h)           The
        Exercise price shall be payable in cash or by other consideration acceptable
        to
        the  Compensation Committee. .

      


      (i)           
        A grant may provide for deferred payment of the Exercise price from the proceeds
        of sale through a broker, on a date satisfactory to the Company, of some
        or all
        of the Shares to which such exercise relates.

      


      (j)           Except
        as otherwise determined by the Compensation Committee, no Option shall be
        transferable or capable of being pledged, hypothecated, mortgaged or otherwise
        alienated or disposed of in any manner by the Participant except by will
        or the
        laws of descent and distribution.  Except as otherwise determined by
        the Board, Options shall be exercisable during the Participant’s lifetime only
        by the Participant or, in the event of the Participant’s legal incapacity to do
        so, the Participant’s guardian or legal representative acting on behalf of the
        Participant in a fiduciary capacity under applicable law and court supervision
        or following the Participant’s death, by the Participant’s executors or legal
        representatives under applicable law.

      


      (k)           A
        Participant shall not have a right to receive any dividend or to vote or
        in any
        manner enjoy the benefits of a shareholder in respect of the options granted
        to
        him.

      


      5.           Adjustments.  The
        Compensation Committee may make or provide for such adjustments in the Exercise
        price and in the number or kind of Options or Shares or other securities
        covered
        by outstanding Options as the Compensation Committee in its sole discretion
        may
        in good faith determine to be equitably required in order to prevent dilution
        or
        enlargement of the rights of Participants that would otherwise result from
        any
        (a) stock dividend, stock split, combination of shares, recapitalization
        or
        other change in the capital structure of the Company, (b) merger,
        consolidation, separation, reorganization, partial or complete liquidation,
        issuance of rights or warrants to  purchase stock or issuance of
        capital stock or securities convertible or exchangeable into or exercisable
        for
        capital stock at less than market price or (c) other corporate transaction
        or
        event having an effect similar to any of


      
        
          
          

        

        
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      the
        foregoing.  Moreover, in the event of any such transaction or event,
        the Compensation Committee, in its discretion, may provide in substitution
        for
        any or all outstanding Options under this Plan such alternative consideration
        as
        it, in good faith, may determine to be equitable in the circumstances and
        may
        require in connection therewith the surrender of all options so
        replaced.  The Compensation Committee may also make or provide for
        such adjustments in the number of Shares specified in Section 3 of this Plan
        as
        the Compensation Committee in its sole discretion, exercised in good faith,
        may
        determine is appropriate to reflect any transaction or event described in
        this
        Section 5.

      


      6.           Stock
        Option Agreement.  The Compensation Committee may require that any
        Option grant be evidenced by a Stock Option Agreement.  The form of
        each Stock Option Agreement shall be prescribed by the Compensation Committee,
        and any Stock Option Agreement evidencing an outstanding Option may, with
        the
        concurrence of the affected Participant, be amended by the Compensation
        Committee, provided that the terms and conditions of each Stock Option Agreement
        and amendment are not inconsistent with this Plan and that no amendment shall
        adversely affect the rights of the Participant with respect to any outstanding
        Option without the Participant’s consent.

      


      7.           Cancellation
        of Options.  The Compensation Committee may, with the concurrence
        of the affected Participant, cancel any Option granted under this
        Plan.  In the event of any such cancellation, the Compensation
        Committee may authorize the granting of new Options (which may or may not
        cover
        the same number of Shares that were the subject of, or have other terms of,
        any
        prior Option) in such manner, at such Exercise price and subject to the same
        terms, conditions and discretion as would have been applicable under this
        Plan
        had the cancelled Options not been granted. The Compensation Committee may
        terminate the plan at any time at its discretion however such termination
        shall
        not adversely affect the interest of the Participants who have already been
        granted Options.

      


      8.           Transferability
        of Shares.  There would be no restriction on transferability of
        the Shares, which may be allotted on conversion of Options exercised
        pursuant to this Plan. A Participant can transfer the shares after he has
        exercised his right to convert the Options into Shares and such Shares have
        been
        received by him.

      


      9.           Lock
        in Period.  There would be no Lock in Period in respect of Shares,
        which may be allotted on conversion of Options exercised pursuant to this
        Plan.

      


      10.         Reissue
        of Forfeited options.  The Compensation Committee will have the
        right to reissue the Options that have been forfeited/surrendered by a
        Participant under this Plan. The price for which such forfeited/surrendered
        shares may be issued, will be at the sole discretion of the Compensation
        Committee.

      


      11.         Withholding
        and tax liability.  If the Company is required to withhold any
        amount for tax purposes with respect to Options issued under this Plan, the
        Participant shall, no later than the date as of which an amount first becomes
        includible in the gross income of the Participant for applicable income tax
        purposes, pay to the Company or make arrangements satisfactory to the
        Compensation Committee regarding the payment of such taxes.  If so
        determined by the Compensation Committee and if not prohibited by applicable
        law, the minimum required withholding obligations may be settled with Shares,
        including Shares that are part of the award that gives rise to the withholding
        requirement.  The obligations of the Company under this Plan shall be
        conditional on such payment or arrangements and the Company shall, to
        the


      
        
          
          

        

        
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      extent
        permitted by law, have the right to deduct any such taxes from any payment
        of
        any kind otherwise due to the Participant or forfeit any Options so granted
        with
        respect thereto.

      


      In
        the event of any tax liability arising on account of the issue of Options
        and /
        or allotment of the shares to the Participant, the liability shall be that
        of
        the Participant alone. All tax liabilities arising on the sale of the Shares
        after Exercise would require to be handled by the Participant alone. In the
        event of any tax liability arising on account of this Plan, the Company shall
        have the right to recover the same from the Participant in any manner as
        the
        Company may deem fit.

      


      12.
        Policy:

      


      With
        respect to any matters that are not specifically provided for, the Compensation
        Committee shall have absolute discretion to decide such matters in the manner
        deemed fit by it in the best interest of the Participants and any such decision
        of the Compensation Committee shall be binding on all Participants.

      


      13.         Governing
        Law.  The Plan and all Options granted and actions taken
        thereunder shall be governed by and construed in accordance with the laws
        of
        India without giving effect to the conflicts of law rules thereof.

      


      14.         Fractional
        Shares.  The Company shall not be required to issue any fractional
        Shares pursuant to this Plan.  The Compensation Committee may provide
        for the elimination of fractions or for the settlement of fractions for
        cash.

      


      15.         Multiple
        Jurisdictions.  In order to facilitate the making of any grant
        under this Plan, the Compensation Committee may provide for such special
        terms
        for Options to Participants who are employed by the Company or any of its
        subsidiaries in any particular jurisdiction other than India, or who are
        nationals of any particular jurisdiction other than India, as the Compensation
        Committee may consider necessary or appropriate to accommodate differences
        in
        local law, tax policy or custom.  In addition, the Compensation
        Committee may approve such supplements to or restatements or alternative
        versions of this Plan as it may consider necessary or appropriate for such
        purposes, without thereby affecting the terms of this Plan as in effect for
        any
        other purpose, and the Company Secretary or other appropriate officer of
        the
        Company may certify any such document as having been approved and adopted
        in the
        same manner as this Plan.  No such special terms, supplements or
        restatements, however, shall include any provisions that are inconsistent
        with
        the terms of this Plan as then in effect unless this Plan could have been
        amended to eliminate such inconsistency without further approval by the
        shareholders of the Company.

      


      16.         Administration.

      


      The
        Compensation Committee shall, inter alia, formulate the detailed terms and
        conditions of the ESOP including;

      


      
        	
                 

              	
                (a)

              	
                the
                  quantum of option to be granted under an ADR Linked ESOP per Participant
                  and in aggregate.

              


      

      
        	
                 

              	
                (b)

              	
                the
                  conditions under which option vested in Participants may lapse
                  in case of
                  termination of employment for
                  misconduct;

              


      


      
        
          
          

        

        
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                (c)

              	
                the
                  exercise period within which the Participant should exercise the
                  option
                  and that option would lapse on failure to exercise the option within
                  the
                  exercise period;

              


      

      
        	
                 

              	
                (d)

              	
                the
                  specified time period within which the Participant shall exercise
                  the
                  vested options in the event of termination or resignation of an
                  Participant.

              


      

      
        	
                 

              	
                (e)

              	
                the
                  right of an Participant to exercise all the options vested in him
                  at one
                  time or at various points of time within the exercise
                  period;

              


      

      
        	
                 

              	
                (f)

              	
                the
                  procedure for making a fair and reasonable adjustment to the number
                  of
                  options and to the exercise price in case of corporate actions
                  such as
                  rights issues, bonus issues, merger, sale of division and others.
                  In this
                  regard following shall be taken into consideration by the Compensation
                  Committee:

              


      

      
        	
                 

              	
                (i)

              	
                the
                  number and the price of ESOP shall be adjusted in a manner such
                  that total
                  value of the ESOP remains the same after the corporate
                  action

              


      

      
        	
                 

              	
                (ii)

              	
                for
                  this purpose global best practices in this area including the procedures
                  followed by the derivative markets in India and abroad shall be
                  considered.

              


      

      
        	
                 

              	
                (iii)

              	
                the
                  vesting period and the life of the options shall be left unaltered
                  as far
                  as possible to protect the rights of the option
                  holders.

              


        	 	 	 


        	 	(g)	the
                grant, vest and exercise of option in case of Participants who are
                on long
                leave; and


        	 	(h) 	the
                procedure for cashless exercise of
                options.


      

       

      17.         Effective
        Date and Shareholder Approval. This Plan shall be effective immediately upon
        its approval by the requisite majority shareholders of the
        Company.  This Plan has been approved by the Compensation Committee of
        the Board at its Meeting held on 3rd October,
        2006 in
        terms of the authority vested in it by the Board and within the parameters
        approved by the Board at its Meeting held on 26th April,
        2006 and as
        approved by the Shareholders by passing a Special Resolution at the Extra
        Ordinary General Meeting held on 31st March,
        2006.


      


      18.         Term.  No
        Option shall be granted pursuant to this Plan on or after the tenth anniversary
        the date of shareholder approval.

      


      19.         Awards
        in Substitution for Awards Granted by Other Companies.  To the
        extent not otherwise provided in the Plan, Options may be granted under this
        Plan in substitution for awards held by Participants of a company who become
        Participants of the Company or of any of its subsidiaries as a result of
        the
        acquisition, merger or consolidation of the employer company by or with the
        Company or by or with a subsidiary of the Company.  The terms,
        provisions and benefits of the substitute awards so granted may vary from
        those
        set forth in or authorized by this Plan to such extent as the Compensation
        Committee at the time of the grant may deem appropriate to conform, in whole
        or
        in part, to the terms, provisions and benefits of awards in substitution
        for
        which they are granted or to the terms and provisions of the agreements entered
        into by the Company or its subsidiary at the time of or in connection with
        the
        acquisition, merger or consolidation of the employer company by or with the
        Company or by or with its subsidiary.

      


      20.         Not
        a Term of Employment.  This Plan shall not be construed as
        conferring upon the Participant any right with respect to employment (including,
        without limitation, continuation


      
        
          
          

        

        
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      of
        employment) by the Company nor shall it interfere in any way with the Company’s
        right to terminate employment at any time, with or without cause. The terms
        of
        employment of a Participant shall not be affected by the execution of this
        plan.  The Options granted under this Plan shall not form a part of
        the terms of employment of an Participant or entitle him/her to take into
        account the Options granted under the Plan in calculating any compensation
        or
        damages on the termination of his/her employment for any reason.

      


      21.         Terms
        and conditions. There would be no variation or amendment in the terms and
        conditions of this Plan after it comes in to effect, unless in compliance
        with
        applicable laws.