Privileged & Confidential

Amarchand Mangaldas
March 31, 2009

EMPLOYMENT AGREEMENT

BETWEEN

ABC INDIA PRIVATE LIMITED

AND

MR.[●]

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[To be printed on stamp paper of appropriate value]

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) is

made at [] on this [] day of [], 2009 by and between:

[ABC India (Private) Limited], a company incorporated under the Companies Act, 1956 and
having its registered office at [] (hereinafter referred to as the “Company”, which
expression shall include its successors and permitted assigns); and

Mr. [●] [Please insert full name], son of [], presently residing at [] (hereinafter referred
to as “you or your or yourself”).

Each of the aforesaid shall hereinafter be referred to individually as a “Party” and

collectively as “Parties”.

WHEREAS:

A. The Company has offered to employ you in the capacity of a/an [Designation] in the
Company;

B. You are desirous of and are willing to be employed by the Company in such
capacity; and

C. The Company and you desire to set forth the terms and conditions of such
employment.

NOW, THEREFORE, expressly incorporating the foregoing Recitals as part of the

consideration hereof, and in further consideration of the premises and the mutual
promises and covenants contained herein, the Company and you hereby agree as
follows:

1. Interpretation

1.1 In this Agreement, where the context admits:

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“Agreement” and “this Agreement” shall mean this Employment Agreement and
all attached Annexures and instruments supplemental to or amending, modifying or
confirming this Agreement in accordance with the provisions of this Agreement;

“Company” shall have the meaning given to such expression in paragraph 1 of the
introduction of the Parties.

“Confidential Information” includes any trade/business secret, technical

knowledge or know-how, financial information, plans, customer lists, pricing
policies and procedures, marketing data, product data, any formula pattern or
compilation of information used in the business of the Company or any company of
its Group or any clients thereof or their affairs.

“Effective Date” shall have the meaning given to such expression in Clause 2.1 of
this Agreement.

“Group” includes the Company, its parent company and any affiliate thereof and
shall be construed accordingly.

“Holiday Year” shall have the meaning given to such expression in Clause 7.1 of
this Agreement.

“Intellectual Property” means all intellectual and industrial property and all rights
therein including, without limiting the generality of the foregoing, all inventions
(whether patentable or not, and whether or not patent protection has been applied for
or granted), improvements, developments, discoveries, proprietary information,
trade marks, trade mark applications, trade names, websites, Internet domain names,
logos, slogans, know-how, trade secrets, processes, designs (whether or not
registrable and whether or not design rights subsist in them), works in which
copyright may subsist (including computer software and preparatory and design
materials therefore).

“Month” means a calendar month.

1.2 In this Agreement, where the context admits:

(A) references to any statute or statutory provisions include a reference to the

statutory amendments thereof;

(B) references to a “person” include any individual, Company, body corporate,

corporation sole or aggregate, government, state or agency of a state, firm,
partnership, joint venture, association, organisation or trust (in each case,
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whether or not having separate legal personality and irrespective of the

jurisdiction in or under the law of which it was incorporated or exists) and a
reference to any of them shall include a reference to the others;

(C) any reference to “writing” shall include typewriting, printing, lithography,

photography, telex, facsimile and the printed out version of a communication
by electronic mail and other modes of representing or reproducing words in a
legible form; and

1.3 In the event of any conflict between the terms of this Agreement and any other
document recording or purporting to record the terms of your employment by the
Company, the terms of this Agreement shall prevail.

2. Appointment

2.1 The Company hereby offers you appointment as and you agree to serve the
Company in the capacity of [Designation] with effect from [●] (the “Effective
Date”) for a period of [] years (unless terminated earlier as hereinafter provided)
(“Term”). However, the Company may assign you to such other roles as the
Company may at its sole discretion determine.

The Company may conduct a background and a medical check on you and you
hereby agree and assent to the aforesaid offer being made subject to the satisfactory
completion of the same.

2.2 You warrant that, by entering this Agreement and performing your obligations
hereunder, you will not be in breach of any terms or obligations under any
subsisting agreement, written or oral, with any third party.

3. Duties and Powers

3.1 Your job description and general responsibilities shall be as set forth in “Annexure
A” and shall also include such further duties and responsibilities as the Company
may delegate to you from time to time.

3.2 You shall perform all such duties as may be delegated to you by the Company to
you and comply with all such directions as [Specify the person/designation who
shall be the supervisor] may from time to time assign or give to you.

3.3 You shall, during the Term of this Agreement (unless prevented by ill health or
accident or as otherwise agreed by the Company in writing), devote your entire time
and attention and abilities to your employment with the Company and shall use your
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best endeavours to promote and protect the general interests and welfare of the
Company.

3.4 You shall not during the Term of your employment with the Company [or for a
period of [] months after the termination/cessation of your employment with the
Company] be engaged, concerned or interested, either directly or indirectly, in any
trade or business or occupation (either for remuneration or otherwise) similar to the
business of the Company, in any manner whatsoever. Nor shall you undertake any
activities which are contrary to or inconsistent with your duties and obligations to
the Company or with the Company‟s interests.

3.5 You shall, at all times, promptly give to the Company and/or to any person to whom
you operationally report (in writing, if so requested) all such information,
explanations and assistance as may be required in connection with your duties under
this Agreement.

3.6 Your hours of work shall be from [09:30 a.m. to 5:30 p.m.], [5 (five)/ 6 (six)] days a
week. However, as the [Designation], you are required to be flexible in working
hours and work such additional hours as may be necessary for efficient performance
of your duties and powers under this Agreement. [You hereby irrevocably waive
any overtime payments with respect to any hours worked by you outside normal
business hours].

4. Mobility

4.1 You may be transferred, at the sole and absolute discretion of the Company, to any
place in India or outside India, on terms and conditions not less favourable than
those contained in this Agreement.

4.2 Your principal place of work as on the Effective Date shall be at [Insert name of
city/town] or at such other place as may be designated by the Company.

4.3 You may be required to travel both inside and outside India on the business of the
Company in the due performance of your duties from time to time.

4.4 The Company may also depute you to any work or assign you to any associate
company, branch, office, subsidiary or other companies, concerns, organizations, or
firms with whom the Company may make any such arrangement or agreement.

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5. Remuneration

5.1 The Company shall pay you the basic salary and other benefits as mentioned in
“Annexure B” hereto.

5.2 The salary payable to you pursuant to Clause 5.1 shall be deemed to accrue from
day to day and shall be paid in arrears in twelve equal monthly instalments on the
[first] working day of each month, subject to necessary deductions mentioned in
Clause 5.3. below. The salary set out in Annexure B hereto is subject to review in
accordance with the Company‟s practice and policies from time to time, however
there shall be no obligation on the Company to increase such salary at any point of
time save and except at its sole discretion.

5.3 The salary and other benefits paid to you hereunder shall be subject to the usual
statutory and other deductions, including tax and social security contributions
normally required to be withheld by an employer in India.

6. Expenses

6.1 [The Company shall pay or refund or procure to be paid or refunded to you monthly
in arrears all reasonable travelling, entertainment and other similar out of pocket
expenses necessarily and incurred by you wholly in the proper performance of your
duties, subject to production by you of such evidence of the expenses as the
Company may reasonably require.]

7. Leave & Holidays

7.1 The Company‟s holiday year commences on [1 January] and expires on [31
December] (the “Holiday Year”). You shall be entitled to such holidays, as may be
declared at the beginning of each Holiday Year by the Company.

7.2 In addition to holidays, you shall be [entitled to paid]:

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(i) casual/sick leave of [] days per year; and

(ii) privilege leave of [] days per year, which can be availed with the
Company‟s prior approval. [In case you do not avail of your accrued
privilege leave or any part thereof during a particular year, the balance leave
shall be added to the leave of succeeding year, provided that the total
accumulated leave shall not exceed [] days.]

7.3 In the first year of employment, you shall be entitled to the aforesaid leave
calculated on a pro rated basis, in accordance with your annual entitlement.

7.4 [Upon termination of this Agreement, you shall be entitled to payment in lieu of any
unavailed outstanding leave entitlement, subject to the limit specified in Clause 7.2.]

7.5 Upon termination of your employment under this Agreement, the Company shall be
entitled to deduct from any sum owed by the Company to you, a sum representing
overpayment of salary with respect to leave which you have taken in excess of your
accrued leave entitlement as at the date of the termination of your employment, or
any other amount owed by you to the Company, and you hereby authorise the
Company to make such deduction.

8. Sickness and Incapacity

8.1 In the event you are absent from work and unable to perform your duties
satisfactorily by reason of any injury, illness or other reason satisfactory to the
Company, you will be entitled to receive your salary and other benefits for up to []
consecutive working days during any such absence, in a period of 12 consecutive
months.

8.2 You shall submit yourself to a medical examination by a doctor appointed by the
Company at the request and at the expense of the Company, at any time during the
continuance of this Agreement, whether or not you are absent by reason of sickness,
injury or other incapacity.

9. Annual Bonus

9.1 You may receive an annual cash bonus of up to Rs. [] (Rupees [] Lakhs), at the
absolute discretion of the Company.

For the avoidance of doubt, you confirm by signing this Agreement that nothing in
this Clause shall confer upon you an automatic right or impose upon the Company

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an obligation to award you a bonus in any year and the same, if paid, shall not form
part of your salary for purposes of Clause 5.1.

10. Inventions, Designs, Copyright and other Intellectual Property

10.1 If at any time during the course of your employment under this Agreement you
make or discover or participate in the making or discovery of any Intellectual
Property directly or indirectly relating to or capable of being used by the Company,
full details of the Intellectual Property shall immediately be disclosed in writing by
you to the Company and the Intellectual Property shall be the absolute property of
the Company. At the request and expense of the Company, you shall give and
supply all such information, data, drawings and assistance as may be necessary or in
the opinion of the Company desirable to enable the Company to exploit the
Intellectual Property to the best advantage (as decided by the Company). You shall
execute all documents and do all things which may, in the opinion of the Company,
be necessary or desirable for obtaining patent or other protection for the Intellectual
Property and for vesting the same in the Company, as the Company may direct.

11. Confidentiality

11.1 As Confidential Information will from time to time become known to you, the
Company considers and you agree that, the restraints set forth in this Agreement (on
which you have had the opportunity to take independent legal advice) are necessary
for the reasonable protection by the Company of its business or the business of the
Group, the clients thereof or their respective affairs.

11.2 You shall not at any time, either during the continuance of or after the termination
of your employment with the Company, use, disclose or communicate to any person
whatsoever any Confidential Information which you have or of which you may have
become possessed during your employment with the Company nor shall you supply
the names or addresses of any clients, customers, vendors or agents of the Company
or any company of the Group to any person except as authorised by the Company or
as ordered by a Court of competent jurisdiction.

11.3 You agree that you will not at any time during the continuance of your employment
or on expiry or on termination/cessation of your employment with the Company or
thereafter, issue any statements to the press (whether oral or written) which have not
directly been authorised by the Company.

Such restriction shall apply to any statement to any representative of television,

radio, film or other similar media and to writing of any article for the press or

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otherwise for publication on any matter connected with or relating to the business of
the Company or any company of the Group.

11.4 The obligations under this Clause shall survive the termination or expiration of this
Agreement.

12. Non-Solicitation

12.1 You shall not during the [12 month period] after the date of termination or expiry of
this Agreement or cessation of your employment, solicit or entice or endeavour to
solicit or to entice or assist any other person, whether by means of supply of names
or expressing views on suitability, or by any other means whatsoever, to solicit or
entice away from the Company any employee, director, client, dealer, vendor or
business associate of the Company.

12.2 The restriction contained in Clause 12.1, on which you have had the opportunity to
take independent legal advice, is considered reasonable by the Parties, and
necessary for the protection of the legitimate interests and Confidential Information
of the Company.

13. Term and Termination

13.1 Termination of this Agreement by the Company beyond the Term for any reason
whatsoever, will not entitle you to claim any damages or compensation or any other
benefit whatsoever.

13.2 Either Party may terminate this Agreement by giving to the other [one] month‟s
written notice. The Company may terminate this Agreement by giving [one]
month‟s salary in lieu of written notice.

13.3 Without prejudice to and notwithstanding the above, this Agreement and your
employment with the Company hereunder may be terminated immediately by the
Company without any requirement of prior notice, if at any time in the sole and
absolute discretion of the Company (which decision shall be final and binding upon
you):

(a) you commit any serious or repeated or continual breach of any of your
obligations under this Agreement or as set out in the policies and procedures
of the Company; or

(b) you are guilty of any misconduct or neglect in the discharge of your duties
under this Agreement; or

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(c) by your actions or omissions, you bring the name or reputation of the
Company into serious disrepute or prejudice the interests of the business of
the Company; or

(d) by your actions or omissions, there are grounds for the summary termination
of your employment.

13.4 In the event of termination pursuant to Clause 13.3, the Company shall not be
obliged to make any payment to you save for, the amount of salary and benefits any
remuneration [and payment in lieu of any unavailed leave] actually accrued (on a
pro rata basis) up to and including the date of such termination. The Company shall
be entitled to deduct from such payment, any sums owing to the Company from you,
which deduction you expressly hereby consent and authorise. Termination of the
Agreement under this sub-clause would be without prejudice to:

(a) The Company's right to claim the actual damages it has suffered through the
breach by you of any terms and conditions hereto; and

(b) Any other relief to which the Company may be entitled under contract, law
or equity.
13.5 In the event that you are incapacitated by ill health, accident or any other cause from
performing your duties under this Agreement for a period of [60] working days or
more (whether consecutive or not) in any continuous period of 12 months, the
Company may terminate this Agreement by giving you one month‟s written notice
(whether or not you remain incapacitated and unable to perform your duties under
this Agreement), provided that you shall receive all benefits lawfully due to you
under this Agreement calculated up to the date of termination of employment.

14. Return of Property on Termination

14.1 Upon the termination or cessation of your employment with the Company for any
cause whatsoever, you shall immediately deliver up to the Company or its
authorised representative, any property or documents of the Company which may be
in your possession, custody or under your control, including, without limitation,
mobile phone, laptop, memoranda, correspondence, notes, records, reports,
sketches, plans, letter heads, visiting cards or other documents and any copies or
reproductions thereof in any medium whatsoever, and all other Confidential
Information, whether or not the property was originally supplied to you by the
Company.

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14.2 If so requested, you shall provide to the Company a signed statement confirming
that you have fully complied with Clause 14.1.

14.3 Without prejudice to any other right available under law, the Company reserves the
right to make reasonable deductions from your full and final salary payment or any
other amount due to you, in the event you fail to return all the property of the
Company which is in your possession, or return it in a damaged state, other than due
to normal wear and tear.

15. Data Protection

15.1 You consent to the Company holding and processing, both electronically and
manually, the data it collects in relation to you, in the course of your employment,
for the purpose of the Company‟s administration and management of its employees,
its business and for compliance with applicable procedures, laws and regulations.

15.2 You also consent to the transfer, storage and processing by the Company of such
data outside India, where the Company may have its offices.

16. Rules and Regulations

16.1 You shall, in addition to the terms and conditions of employment specifically stated
herein, also be governed by the rules, regulations and such other practices, systems,
procedures and policies (collectively, “the Policies”) as may be framed, amended or
modified by the Company from time to time. In the event of any conflict between
the terms and conditions of employment, as specifically stated herein and the
Policies, the terms and conditions specifically stated herein shall prevail.

17. Miscellaneous

17.1 Governing law

This Agreement shall be governed by and construed in accordance with Indian law.

17.2 Jurisdiction

In relation to any legal action or proceedings arising out of or in connection with

this Agreement, both the parties irrevocably submit to the exclusive jurisdiction of
the courts in [New Delhi].

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17.3 Notices

All notices, requests, demands or other communication required or permitted to be

given under this Agreement and the provisions contained herein shall be in writing
in English language and are effective upon delivery to the applicable Party (whether
by mail, fax, personal delivery or otherwise) at the address, and marked to the
attention of the person, indicated below:

(a) If to the Company, at:

Address:
Fascimile no:
E-mail address:
Kind Attention:
Mobile no:

(b) If to you, at:

Address:
Fascimile no:
E-mail address:
Mobile no:

17.4 Severability

(a) Clauses Independent

A Clause contained in this Agreement is enforceable independently of each

of the other Clauses and a Clause‟s validity is not affected if any of the other
Clauses are invalid.

(b) Partial Validity

If a Clause is void under applicable laws but would be valid if some part of
the Clause were deleted, the Clause in question shall apply with such
modification as may be necessary to make it valid.

17.5 Waiver

No failure by a Party to exercise, nor any delay by the Party in exercising, any right,
power or remedy hereunder shall operate as a waiver of that or any other right,
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power or remedy of the Party, nor shall any single or partial exercise of any right,
power or remedy preclude any other or further exercise of that or any other right,
power or remedy.

17.6 Supercession

This Agreement supersedes any prior or subsisting agreement, correspondence or

arrangement, including but not limited to any service agreement or contract of
employment (oral or otherwise), made between the Company and you in relation to
your employment and any such agreement(s) shall be deemed to have been
terminated by mutual consent with effect from the Effective Date.

[Portion intentionally left blank]

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IN WITNESS WHEREOF, the Parties to this Agreement have caused their respective
duly authorized representatives to execute this Agreement on the day and year first above
written:

SIGNED AND DELIVERED BY:

Signed for and on behalf of the Company Signed:

by:

__________________________ __________________________

[Insert Name], Director, ABC LTD Insert the name of Mr.[●]

WITNESSED BY:

___________________________ _______________________________

Name: Name:

Address: Address:

Occupation: Occupation:

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ANNEXURE A

Duties, Responsibilities and Job Description

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ANNEXURE B

Compensation Package

A) Basic Salary - Rs. [●] (Rupees [●]) per month.

B) Allowances & Perquisites:

i) [●]; and
ii) [●].

Comment: The statutory benefits payable to an employee in terms of provident

fund, gratuity etc., has been explained in Chapter [●] hereto.

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