Subject: Offer of Employment

This refers to your interest shown in pursuing career opportunity with Xyz India Private Limited ("
/ the Company") and the subsequent discussions; we are delighted to confirm our employment
offer to you. This offer, your joining and continuation of employment with the organization is
conditional upon (i) satisfactory reference check of all qualifications and the accuracy of the
employment history provided by you; ii) the acceptance of the terms and conditions of your
employment as set forth below in this offer of employment ("Offer of employment"); (ili) the
acceptance of terms & conditions, as mentioned under the Employee Intellectual Property
Protection Agreement, Business Conduct Guidelines and Non Disclosure Agreement; and (iv)
submission of relieving letter from current employer.
The broad terms & conditions of this Offer of employment are mentioned below:
I. All statutory deductions like Provident Fund, Employees State Insurance Contribution,
Professional Tax, Income Tax, Labour Welfare Fund etc, shall be recovered from your
salary as per the prevailing statutory requirements.

Candidate

II. Statutory Bonus –”You will be eligible for a statutory bonus as per the provisions of the
Payment of Bonus Act, 1965, subject to the eligibility criteria laid out under the Act,
including salary limits and minimum working days. The payment of the statutory bonus
shall also be subject to the overall financial performance and profitability of the Company
for the applicable financial year. In the event the Company does not have allocable surplus
or does not meet the statutory threshold for bonus disbursement as defined under the Act,
payment of bonus may be deferred or limited accordingly. The statutory bonus, if
applicable, will be calculated based on your basic salary and tenure of service during the
financial year, and will be disbursed annually within the timelines prescribed by law.

Please note:
 This statutory bonus is distinct from any performance-based or discretionary bonus
schemes the Company may offer.
 Any bonus paid over and above the statutory entitlement will be at the sole
discretion of the Company and may vary year to year.

III. RELOCATION ALLOWANCE

If applicable, you shall be eligible for one time Relocation Allowance of Rs. 35,000 (Rupees
Thirty Five Thousand only), towards relocation / shifting of your family and household to
the place of work. This allowance is subject to the applicable tax, which will be recovered
from your salary. The above amount shall be processed through the payroll and will be
paid to you subsequent to your joining the organization. As per the policy of the
organization, you are required to sign a payment obligation by which you will be bound to
repay the Relocation Allowance, so paid to you, in full to the company in the event of
resignation and/or termination of your employment with the company for any reason
whatsoever within 12 months from the date of your joining the organization. This
allowance shall not be treated as a part of salary and as such will not attract any benefits.
Candidate
 TERMS & CONDITIONS

1. COMPENSATION

You will be paid compensation as per the details shown in the enclosed Annexure-I. The
payment of salary is personal to you and you are expected to maintain confidentiality
about the same. Any breach of this clause will be viewed seriously by the management
and appropriate action will be initiated against you. You will be solely responsible for your
income tax. Where required by the local laws and tax authorities, the Company will de
income taxes you owe from your monthly, annual income and periodical payments and
remit such monies to the authorities on your behalf. However, the Company may review
compensation at the end of each financial year or at the expiry of such period as the
Company may determine.

2. PROBATIONARY PERIOD

You are initially appointed on probation. The period of probation shall be for 3 months
from the date of your reporting for duty. The Company reserves the right to extend the
probationary period, at its sole discretion if your work and progress are not found
satisfactory. The Company at its discretion may confirm your service at any time during
the course of or at the end of the probationary period initially fixed or subsequently
extended. Upon successful completion of your probation period, your services will stand
confirmed automatically. In case of any extension in the probation you will be
appropriately informed in writing. During the probationary period, your services are liable
to be terminated by either party, without assigning any reason by giving 30 days notice or
payment of 30 days salary in lieu of notice.

3. TERMINATION OF SERVICE

On satisfactory completion of probation and at any time after confirmation, your

employment will be liable to be terminated by giving 90 days notice or payment of wages
in lieu thereof on either side except for dismissal, discharge or termination for misconduct,
when you will not be entitled to any such notice or salary in lieu of notice and are liable to
be terminated forthwith. If the Company terminates your employment and wants you to
leave before the completion of the notice period, the salary for the balance period will be
paid to you by the Company. If at your request, the Company agrees to relieve you before
expiry of the notice period, you will be liable to pay the Company the salary for the
balance of the notice period. Taking into consideration the nature of your duty it will be
absolutely necessary for you to work for the Company during the notice period unless the
same is specifically waived by the Company.
Candidate
However, the Company may at its discretion relieve you from such date as it may deem fit
even before the expiry of notice period without compensating for the unexpired period
and is not bound to give any reason thereof. However, termination of service by you in the
manner aforesaid is not permissible during the period of deputation abroad or while on
any Company project assignment. In order to complete all exit formalities smoothly, it is
mandatory on your part to resign at your original location of work, as mentioned in this
letter.

4. STANDARDS OF BUSINESS CONDUCT

As an employee, you are expected to carry out the Company's business with honesty,
integrity and high ethical standards and in compliance with the laws and regulations of the
countries in which we conduct business. These standards must govern our conduct when
making decisions which affect Xyz. As an employee of the Company , you will agree to
diligently adhere to the Xyz Business Conduct Guidelines that need to be signed on the
date of your joining the Company. It is a condition of your employment that in the
discharge of your professional duties and personal endeavors, your conduct will be in
accordance with Xyz Business Conduct Guidelines. The Xyz Business Conduct Guidelines
now in force and as may be amended from time to time will be deemed to have been
incorporated into the terms of your employment by reference.

5. WHOLE TIME EMPLOYMENT

You will be a whole-time employee of the Company and you shall devote yourself
exclusively to the business of the Company. You will not engage yourself anywhere in any
work, profession, trade or employment in any capacity (whether part-time of-full-time,
directly or indirectly) either honorary or otherwise, Company.

6. POSTING AND TRANSFERABILITY

It is also expressly agreed to by you that your initial location of work will be as mentioned
on the first page of this Offer of employment; however, your services will be liable to be
transferred from one place to another and/or from one department/unit to another either
existing or to be set up in future, anywhere in India or outside India purely at the
discretion of the Company and based on the exigencies of the work. On such transfer, you
will be governed by the Rules and Regulations and other working/service conditions as
applicable at the place of posting and the concerned employing entity.

Candidate
7. NATURE OF DUTY

You will be responsible for the work assigned to you by your supervisor from time to time
and any changes, as required based on the business needs. Besides, the responsibilities,
as deemed fit. You are expected to apply the highest degree of professional and technical
skills and experience, work diligently and exercise care in the use of Company equipment
and machinery. your whole time and attention to your duties to promote the interests of
the Company and you will apply the best degree of professional, technical and
administrative skills and experience and work diligently.

8. CONFLICTS OF INTEREST

Xyz respects the right of all employees to engage in personal activities outside of work.
However, each of us has the responsibilities to avoid activities which conflict or appear to
conflict with our job responsibilities or the interests of Xyz. Any employee activity which
may involve a conflict of interest or even the appearance of conflict of interest must first
be approved in writing by your direct supervisor with the assistance of the employees'
ethics / compliance officer or Company legal counsel.

You will not enter into any commitments or dealings on behalf of the Company for which
you have no e; authority nor alter or be a party to any alteration of any principal or policy
of the Company or exceed the authority or discretion vested in you without the previous
sanction of the Board of Directors of the Company or the authority over you.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

You represent that you have no interest or obligation that is inconsistent or in conflict with
this Agreement, or that may prevent, limit or impair your performance of any part of this
Agreement. You agree to notify the Company immediately if any such interest or
obligation arises.

Please note that as a pre-condition to your employment and on joining the services, you
will be required to sign and execute standard Employee Intellectual Property Protection
Agreement or any other agreements as decided by the Company from time to time, and
you will, throughout your employment with the Company, abide by the terms of the said
Agreements.

You will not at any time, without the written consent of the Company's Board of Directors,
disclose or divulge or make public except on legal obligation any information about the
Company's business and affairs or secrets whether the same may be confided to you or

Candidate
become known to you in the course of your services with the Company or otherwise, to
any other individual or institution or any customer, while in the services of the Company or
even after any cessation of your services.

You also agree that, during your employment with the Company, you shall abide by any
confidentiality obligations you may owe to any former employer or other party. You also
agree and represent that you are not bound by any valid agreement or obligation of non-
competition or non-solicitation to any or former employers or other parties.

You will also keep us informed if you are bound by any confidentiality agreement/s with
any of your previous Employers, in which case, you shall keep Xyz and its affiliates
indemnified against any breach thereof by you. If you conceive any new or advanced
method of improving system in relation to the operation of the Company or its business,
such developments will be fully communicated to the Company and remain the sole
right/property of the Company.

10. CORRUPT PRACTICES

During the period that you are employed by the Company, you shall not, on behalf of the
Company or on the pretext thereof, give or pay to any person any money, gratification or
valuable thing of any kind (other than a legally acceptable, official and Company approved
consideration) in order to induce or influence a Public Servant to do or forbear from doing
any act in relation to the Company.

The terms Public Servant, Gratification and Valuable thing shall have the meaning
assigned to them under the Prevention of Corruption Act, 1988. It is clarified that you shall
not pay any "speed money" or "facilitation payment" in order to quicken the process of
any act that needs to be performed other than a purely legal remuneration paid to a
service provider.

11. NOTIFICATION TO NEW EMPLOYER

In the event that you leave the employment of the Company, you hereby consent to the
notification to your new employer of your rights and obligations, as mentioned in this Offer
of employment.

Candidate
12. SAFE CUSTODY OF COMPANY MATERIAL

You will be responsible for keeping safe and in good condition, all Company material
entrusted to you, if any, including, but not limited to IT systems, cellular phone, laptop, car
and other equipment ("Company Property"). In the event of any damage or loss to the
Company Property entrusted to you, you shall be liable for the same and the Company
reserves the right to deduct the cost of such articles from your compensation or take such
other action that it may deem appropriate.

13. PRIVACY

You will be providing to the Company certain information about yourself and your family,
including personal information and sensitive personal information ("Personal Information").
You agree that the Company may use and retain this information to the extent deemed
necessary by the Company in relation to your employment with the Company and for
ancillary purposes.

You also agree that the Company may transfer such Personal Information to such other
agencies the Company may consider necessary, whether affiliates or otherwise and
whether in India or otherwise. The Company shall use such reasonable security procedures
as it deems fit to safeguard the Personal Information provided by you.

14. INDEMNITY

You shall indemnify and keep fully indemnified, safe and harmless the Company and/or its
related corporations and/or their respective directors, shareholders, agents, employees,
officers, legal representatives, successors and/or assigns from and against all actions,
suits, proceedings, losses, costs (including attorneys' fees), damages, charges, claims,
liabilities and demands, whether at law, or in contract or tort, made by any third parties
against the Company (including without limitation any of your former employers), arising
out of or by reason of your employment with the Company or concerning any past
employment with any former employer.

15. RETIREMENT CLAUSE

You will retire from the services of the Company on your completion of the age of sixty
five years. The valid proof to determine your date of birth will be based on our official
records. The authentic document/s, which will be referred to determine the date of birth,
would be your 10* Pass / SSC/ SSLC Certificate or Passport.

Candidate
16. CONTINGENCIES

a) This offer of employment is made on the basis of the personal particulars

submitted by you. You shall inform the Company in writing of any changes in such
particulars, promptly and in any case within three days of such change. If at any
time it emerges that such particulars were false or incorrect or that any material or
relevant information had been suppressed or concealed or exaggerated, your offer
of employment pursuant hereto will be considered ineffective and irregular and will
be deemed to be gross misconduct and your employment will be liable to be
terminated by the Company without notice or salary in lieu of notice, without
prejudice to the right of the Company to take disciplinary action against you.
b) Your employment with the Company is 'at will' and is for no specified term.
promises that your employment will continue for a specific period or will be
terminated only under particular circumstances. However, the Company reserves
the right at all times to terminate your employment forthwith without notice or
payment in lieu of notice if you are found to be involved in gross negligence,
misrepresentation, misconduct, dishonesty, theft, harassment or discrimination,
including but not limited to age discrimination in employment based on race, color,
national origin, religion or sex, breach of the company Policy, refusal to obey a
reasonable command of Company and/or superiors or breach of the terms and
conditions contained herein, the Xyz Business Conduct Guidelines, Employee
Intellectual Property Protection Agreement, and applicable laws or any criminal
offense. Company's rights at law and/or under other provisions of this letter, the
Company shall pay only salary earned by you up to the date of termination.
c) In the event of termination of services, the Company shall be entitled to offset
payment of any pro-rated allowances, loans and advances, taxes, etc., against
salary due and to withhold amounts that may be required by the relevant
authorities. You will also be required to promptly deliver to the Company all
originals and copies of materials, documents and property of the Company which
are in your possession or control.

17. DOCUMENTS AND PROOFS

During your tenure of the service with the organization you are required to submit various
documentary proof, based on the requirement of the local law or company's policies, to
substantiate the claims, applications that you submit to seek a benefit or otherwise. All
such information and documents, submitted by you are subject to scrutiny and
verification, as may deem fit by the organization, and approval and/or continuation of any
benefits are depending on the genuinity of documents and authenticity of the information
so provided by you.

Candidate
In case of submission of false information and fake/forged documents, Management
reserves the rights to initiate a strict disciplinary action.

18. ADDRESS FOR COMMUNICATION

The address indicated as "permanent address" in the application form submitted by you is
being used in this offer of employment and the communication sent to you at the given
address shall be deemed to have been served upon you. You are required to update any
change in your address for communication to the HR, failing which the address mentioned
in this letter shall be deemed as the address for communication for all business purpose.

19. ARBITRATION

The interpretation, performance and enforcement of this Offer of employment shall be

governed by and construed in accordance with the laws of India. In addition, you agree
that any dispute, claim or proceeding arising out of or relating to the terms herein will be
settled through arbitration to be conducted by a sole arbitrator to be chosen by you from a
panel of three names suggested by the Company. The arbitration shall be held in Xyz,
India and shall be conducted in English in accordance with the provisions of the Arbitration
and Conciliation Act, 1996. The award of the arbitration shall be final and binding on the
parties. Each party shall bear its own costs and expenses connected with the arbitration.

20. GOVERNING LAW

This Offer of employment shall be governed by and construed under the jurisdiction of
Karnataka without regard to its principles in the event of breach of any of your obligations
under this Offer of employment. You therefore agree that the Company has the right to
invoke the jurisdiction of any competent courts in India (in particular its labour courts) or
in any other country or jurisdiction (whether concurrently or not) to remedy or to prevent
violation of or enforce any provisions in this Offer of employment through injunctive or
equitable relief and this right is without prejudice to, or limitation of, any other rights or
remedies otherwise available to the Company. To the greatest extent permitted by
applicable law, you waive any objection which you might now have to such courts being
used as a forum to hear and determine any claim or suit.

Candidate
21. GENERAL

All the terms and conditions of your employment with Xyz will be governed by the terms
hereof as well as additional rules and regulations, policies, procedures and guidelines of
Xyz, which are subject to change from time to time, at the sole discretion of the
management, without giving any notice or assigning any reason thereof. The Company
reserves the sole discretion and right to change any of the general or specific terms
governing your employment (including without limitation compensation structuring) with
the Company at any time and for any reason subject to applicable law.

Notice of these additional terms and conditions and/or changes may be conveyed to you
either orally, or in writing, as per applicable law, and you hereby agree to the same and
may also be required to provide your acknowledgment to the same. Any notice required to
be given to you shall be deemed to be duly and property given if delivered to you
personally or sent by registered post to you at your address in India as recorded with the
Company.

No inaction, act or omission by the Company shall be considered as a waiver by the

Company of any of its rights herein unless specifically waived by the Company in writing

If any of the terms of this Offer of employment are invalid under law, such provision shall
be replaced by another provision which most nearly effectuates the same result as the
impugned provision offerings above as well as any associated materials provided to you.
We look forward to you having a successful career with the Company.
 ACCEPTANCE OF TERMS AND CONDITIONS

I have read, understood and accept the terms and conditions set out in this Offer of
employment (and its Annexure). While accepting employment with the Company, I
undertake to conform to the terms and conditions set out herein as well as other Company
policies, procedures, instructions, etc, as may be communicated to me from time to time.

I also declare that all self certified copies of original certificates and documents provided
by me to the Company in relation to my academic and other qualifications are true,
genuine and correct.

Signature of the Candidate