<On a stamp paper>

Option Agreement

This Agreement made at [City] on [Date]

Between

[Company Name], having its registered office at [Company Address] (hereinafter referred to as the
“Company”, which expression shall unless repugnant to the context or meaning thereof be deemed to
include its successors and permitted assigns) of the ONE PART

And

[Employee Name], bearing permanent account number [PAN of the Employee], and residing at
[Employee Address] (hereinafter called the “Employee”, which expression shall unless repugnant to the
context or meaning thereof be deemed to include his successors and permitted assigns) of the OTHER
PART.

WHEREAS the Company has implemented the ‘[ESOP Plan Name]’ (“ESOP Scheme”) to reward its
employees, a copy of which is enclosed.

AND WHEREAS the Employee is employed in the Company.

AND WHEREAS the Company has decided to reward the Employee for his valuable and continuous
service to the Company, by offering under the ESOP Scheme, certain stock options convertible into equity
shares of the face value of Rs. 10/- each (“Option”).

NOW THE PARTIES HEREBY AGREE AS FOLLOWS:

1) The terms used herein but not specifically defined in this Agreement will have the same meaning as
given in the ESOP Scheme.

2) Pursuant to the grant letter made by the Company dated [Grant Letter Date] under the ESOP Scheme
to the Employee (which letter of offer is referred to as the “Grant Letter”), the Company shall issue one
equity share, of the face value of Rs. [Face Value]/- each (“Equity Shares”), of the Company for each
vested and exercised Option held by the Employee. The per-share exercise price for the Equity Shares of
the Company to be issued upon exercise shall be as stated in the Grant Letter.

3) In the event of the Employee ceasing to be an employee of the Company other than because, either the
Company has terminated the employment for Cause, or because the Employee has resigned without
Good Reason,

a) All the Unvested Options of that Employee shall lapse on the date of cessation of employment.
b) All Vested Options remaining unexercised shall lapse 30 days after the last working day of the
Employee.

c) In respect of all the Options Exercised by the Employee in respect of which Shares have not
been allotted to the Employee as on the date of cessation of employment, the Board reserves the
right to cancel such Options by paying the Employee an amount equal to the Fair Market Value
of the Shares represented by such Options, minus the Exercise Price applicable at the time of such
cancellation.

d) In the event the Company terminates the Employee’s employment for Cause, or an Employee
terminates his employment without Good Reason, then the Company shall, at its sole discretion,
have the right to cancel all the Vested Options of the Employee which have remained
unexercised, without payment of compensation for such cancellation.

e) “Cause” shall mean any of the following

i) dishonest statements or acts of the Employee with respect to the Company, the
acquiring or succeeding corporation or any of their respective affiliates,

ii) the commission by an Employee of, or filing of a charge sheet against an Employee for
any crime involving moral turpitude, deceit, dishonesty or fraud, or any crime
punishable with imprisonment,

iii) gross negligence, misconduct or insubordination of the Employee in connection with

the performance of his duties to the Company,

iv) the Employee abandoning his employment;

v) breach by the Employee of any terms of his employment agreement or the Company’s
policies or other documents or directions of Company,

vi) the Employee going on or abetting a strike in contravention of any law for the time
being in force,

vii) the Employee being declared insolvent under applicable law or makes any
composition or enters into any deed of arrangement with his creditors.

f) “Good Reason” shall mean the occurrence of any of the following events:

i) resignation on account of substantiated ill-health rendering the Employee incapable of

taking up any employment, or

ii) a substantial adverse unwarranted change in the nature or scope of the Employee’s
authority or responsibilities, or

iii) a material unwarranted reduction in the annual base salary of the Employee from the
base salary in effect immediately prior to such event, except for an across-the-board
salary reduction similarly affecting all or substantially all management employees, as the
case may be.
 g) In the event of death of an Employee, all Options granted to him (whether Vested or
Unvested) shall vest with the legal heirs or nominee of the Employee. The Options would
be exercisable at any time within 6 months from the death of the Employee.

Notwithstanding the above, the Board shall be entitled to ask the persons claiming to be
the legal heirs or nominees of the deceased Employee for such supporting documents or
evidence as the Board may deem fit. The deceased Employee’s Options shall not vest
with the legal heirs or nominees of the Employee until the Board is satisfied that such
persons are in fact the legal heirs or nominees of the deceased Employee. In case the
Board is not satisfied (and such satisfaction shall be determined reasonably) that any
persons are the true legal heirs or nominees of an Employee, the Board shall be entitled to
refuse to allow the deceased Employee’s Options to vest in such persons. subject to such
conditions as they may deem fit to impose including security and/or indemnity from the
nominees/ heirs of the deceased Employee.

h) In the event of “permanent disability” of the Employee (as determined by the Board in
its sole and absolute discretion), all the Options granted to him or her as on the date of
permanent incapacitation, shall vest in him or her on that day. The Options would be
exercisable at any time within 6 months of the date of such vesting..

i) In the event of the Employee being transferred to a Subsidiary at instance of or

with consent of the Company the Employee will continue to hold all Vested
Options and can exercise them anytime within the Exercise Period. All Unvested
Options shall vest as per the vesting schedule in the ESOP Scheme.

4) The Board shall allot Equity Shares in respect of Options exercised by the Employee to the Employee
within 30 days of the receipt by the Board of the duly completed exercise request in the format prescribed
by the Company).

5) The Employee agrees that in the event of certain events (such as cessation of employment or death) as
set out in clause 11 of the ESOP Scheme, the Board is entitled to ask him or his heirs, as applicable, to
exercise forthwith all vested and unexercised options held by such Employee, and that such Options shall
lapse unless exercised within the time period stipulated by the Board. Such shares covered by the
unexercised portion of the Options shall terminate, and the shares covered by such options shall revert to
the ESOP Plan or the employee welfare trust authored by the Company (if any).Notwithstanding
anything to the contrary contained herein, but subject to Clause 2 above, and subject to the terms of the
ESOP Scheme, the Employee agrees that the Board shall at all times be entitled to, but never obligated to
cancel all or some (at the discretion of the Board) of the Options held by the Employee that are vested but
unexercised, or vested and exercised but pending allotment of shares, by paying the Employee a
consideration equal to the Fair Market Value of the shares represented by such Options, less the Exercise
Price due, applicable at the time of such cancellation. In such events, unless the Board provides
otherwise, then such Options and the shares underlying such vested but unexercised options, exercised
but unallocated options, as well as all repurchased Shares, shall revert to the ESOP Scheme or the
employee welfare trust authored by the Company. The Employee shall, on the conversion of Options into
Shares, shall if so required by the Board, be required to execute and grant in respect of such Shares held
by such Employee, an irrevocable proxy to the nominees of the Board to vote on such number of the
Shares as held by the Employee as determined by the Board in accordance with the provisions of the
Articles of Association of the Company, in relation to the Board’s decision on the Company participating
in an Initial Public Offer (IPO).

6) The Employee shall not pledge, hypothecate, mortgage, or otherwise create any charge over, the
Options or the Equity Shares without the prior written consent of the Board.

7) Transfer Obligations

a) In addition to the events specified elsewhere in the ESOP Scheme, the Employee shall have an
obligation to transfer his or her ESOP Shares to such person as may be determined by the Board
at the Exercise Price on the occurrence of any of the following events:

i) claim or contention raised by a Employee that the liquidation preference rights

attached to the preference shares of the Company as stated in the Articles of Association
of the Company are illegal and / or invalid;

ii) claim or contention raised by a Employee that the irrevocable proxy to be granted by
the Employee in accordance with clause 12(a) above, is illegal and / or invalid.

b) Any purported Transfers by the Employee (holding Shares pursuant to the Options) shall only
be made with the prior consent of the Board.

c) Any purported Transfers by the Employee (holding Shares pursuant to the Options) of its
Shares in contravention of the provisions of the ESOP Scheme, the Articles of Association of the
Company, or any shareholder agreements in force relating to the share capital of the Company,
shall be considered void and invalid. No Employee (holding Shares pursuant to the Options)
shall Transfer their Shares unless such Transfer of Shares is in accordance with the Articles of
Association of the Company, the ESOP Scheme, and any shareholder agreements in force relating
to the share capital of the Company.

d) If any Employee sells any ESOP Shares in the Company to a third party (subject to the consent
of the Board in accordance with sub-clause (b) above), then such third party purchaser shall
execute a deed of adherence (in a form satisfactory to the Board).

8) The certificate evidencing the Options granted to the Employee may be retained in the custody
of the Company for safekeeping and the Company shall take all necessary care and diligence for
the safe custody of the Options during the life of the Option.

9) The certificate evidencing the Equity Shares purchased by the Employee may be retained in the
custody of the Company for safekeeping and the Company shall take all necessary care and
diligence for the safe custody of the share certificates.

10) Both parties shall comply with all the terms, conditions and obligations and enjoy all the
rights and privilege as per the ESOP Scheme. The Employee shall be bound by the provisions of
the Articles of Association of the Company with regard to rights and obligation as a shareholder
in the Company upon exercise of any of the options.

11) This Agreement read together with the ESOP Scheme (as may be amended from time to time),
the deed of trust of the applicable employee welfare trust (if any), and the Articles of Association
 constitutes the entire agreement between the Employee and the Company dealing with the
Options granted to the Employee and no variation shall be given effect to unless it is in writing
and signed by both parties.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first
hereinabove written.

For [Company Name] [Name of Employee]:

______________________ ______________________

Director

Place: [City] Place: [City]

Date: [Date] Date: [Date]

Schedule 1

[ESOP Plan Name]