2000 Stock Option Plan - Wipro Ltd.
success of the Company's business through the grant of Options.
shall be administering the Plan in accordance with Section 4 hereof.
American Depositary Share(s) corresponding to Share(s).
(e)  "Board" means the Board of Directors of the Company.
Board in accordance with Section 4 hereof.
(i)  "Director" means a member of the Board.
a director's fee by the Company shall be sufficient to constitute "employment"
an Employee for purposes of the Plan.
on any established stock exchange or market system, on the day of determination.
(o)  "Option" means a stock option granted pursuant to the Plan.
(q)  "Optioned Stock" means the ADSs subject to an Option.
(t)  "Plan" means this 2000 Stock Option Plan.
Shares may be authorized but unissued, or reacquired.
available for future distribution under the Plan.
4.   Administration of the Plan.
and Options granted pursuant to the Plan.
(a)  Options may be granted only to Employees.
either an Incentive Stock Option or a Nonstatutory Stock Option.
cause, or (iii) change the terms of an Optionee's employment as an Employee.
Company, Options to purchase more than 400,000ADSs.
not count against the limit set forth in subsection (i) above.
of the Option and the grant of a new Option.
sooner terminated under Section 13 of the Plan.
(10) years from the date of grant thereof.
8.   Option Exercise Price and Consideration.
be less than 90% of Fair Market Value on the date of grant.
absence.  An Option may not be exercised for a fraction of an ADS.
become available for issuance under the Plan.
11.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
of the ADSs subject to an Option.
holders of ADS in the merger or sale of assets.
granting such Option, or such other date as is determined by the Administrator.
so granted within a reasonable time after the date of such grant.
granted under the Plan prior to the date of such termination.
14.  Conditions Upon Issuance of ADSs.
manner required by Applicable Laws.
as of the time the Option with respect to such ADSs is granted.
as may be provided in the Option Agreement.
less than 100% of the Fair Market Value per ADS on the date of grant.
it shall be treated as a Nonstatutory Stock Option ("NSO").
surrender equal to the aggregate Exercise Price of the Exercised ADSs.
G. Entire Agreement; Governing Law.
H. NO GUARANTEE OF CONTINUED SERVICE.
required by the Option Agreement.
the full purchase price for the ADSs.
substantive laws, but not the choice of law rules, of California, United States.