EMPLOYEE AGREEMENT

Date :

Name :

Designation :

Address :

Dear Valued Resource,

Further to discussion with our Team, we are very excited to have you in our team and feel that
you can make a significant contribution to our company.

I am pleased to offer you a full-time position with Cognosys (Hereinafter referred as the
Company)

The terms of this offer are as below:

1. Position:
1.1. Your position will be as per Post Mentioned above. Your Post and work scope might change
as per your performance and as per requirements of the company. The company shall be
free to transfer you anywhere between any of its branch or any of the affiliates and /or
sister concerns or in deputation to a client.

2. Employment Date:
2.1. Your appointment in the company will commence from your date of joining. Employment
Date shall mean Start date within this agreement. You are required to confirm acceptance

Document Control no: COG/17/EP/HR/EA/011/V1.1.

Dated: 31.08.2017
 of this offer letter in writing within 3 days of this letter. In case this agreement is entered
after the employment date, by virtue of this agreement being signed, the employee agrees
that this agreement shall be applicable with retro effect from the date of original
employment excluding any compensation package already paid and supersedes any
agreement signed earlier to this agreement. Any Minimum contract period to be served
shall apply from the date of signing this agreement and the employee irrevocably agrees
to such terms contained in this agreement with full regards to any special conditions as
agreed and mentioned in this agreement.

3. Training / Probation Duration:

3.1. Your Probation / training duration in the company will be not less than _________Months
from your employment date. Your Probation/Training period should complete within this
time. However, your Probation / Training period will be extended in case your technical skills
are not up to the expectations or in case of behavioral issues like time consistency, inter-
personal behavior etc., if any. These reasons may also be the cause of termination of your
Job. In case, this agreement is entered after the date of employment, the probation period
shall be considered from the date of actual employment.

4. Compensation:
4.1. During Probation period, you shall be offered Salary as per Column 2 of the ANNEXURE A
(Confidential) attached, paid pro-rata monthly, deducted for PF, Professional Tax and/or any
other CTC charges including Canteen, Facilities, etc. In case of termination of contract before
completion of year, no target linked bonus shall be payable. Target Linked Bonus shall be
payable only at the end of the year.
4.2. On Successful completion of you Probation Period, your salary shall be as per Column 2 of
the ANNEXURE A (Confidential) attached, paid pro-rata monthly, deducted for PF,
Professional Tax and/or any other CTC charges including Canteen, Facilities etc. In case of
termination of contract before completion of year, no target linked bonus shall be payable.
Target Linked Bonus shall be payable only at the end of the year.
4.3. All Compensations packages and notices are subject to Minimum contract period which has
to be served and which supersedes any clause in this agreement. Target Linked Bonus is
based on the targets Fixed from time to time and may be revised periodically (Minimum
Monthly/Quarterly) and same shall be binding for calculation of any target linked bonus.
Such targets can be changed anytime especially when the target area is being changed and

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Dated: 31.08.2017
 the compensation / bonus shall not be changed with modified sales target especially when
assigning to global markets.
4.4. Periodic & consistent overall performance & performance parameters set by company will
guide your future salary increments or promotion which will be processed in every financial
year. The performance parameters may change as per management consent, from time to
time. If the employee gets promotion or salary increment then the employee is liable for 1
more year of association with the organization

5. Vacations and sick leave:

5.1. There are no casual leave/s entitlement during Probation / Training period. Any leave taken
due to medical reasons are required to be compensated to complete the said duration of
the Probation / Training. After Completion of 3 Months, you shall be entitled to 15 CL/SL in
a year excluding Public Holidays. Additional Paternity/maternity Leaves shall be allowed as
per Govt laws.

6. Holidays:
6.1. Public holidays as advised by National Stock Exchange India will be considered as holidays
for the office.

7. Termination of Job:
7.1. During Probation
7.1.1. Your job can be terminated at any point of time without assigning any reasons by the
company. In case, you want to request for termination of job within probation period,
you shall be required to give one-month notice to the company or salary in lieu of the
probation period. Any Bonus if paid, during Probation Period shall be due to be
refunded to the company in case of any such termination either by you or by the
company.
7.2. After Probation
7.2.1. You shall be required to provide Min 3 Months’ Notice in lieu if you want to leave
the job. The company shall provide you notice of 15 Days if the company wants to
relive you of your duties for any reason. Either party can pay others with Salary in
lieu of notice.
7.2.2. Any Notice period as defined within this clause does not in any way contravenes

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Dated: 31.08.2017
 the Minimum period of contract required to be fulfilled as per below clause.
7.3. Notice Period: -
7.3.1. If the employee wishes to terminate the contract before completion of minimum
contract period as per above from the date of employment, then employee has to
serve minimum 3 months of notice period. And If, an employee terminates the contract
without serving Notice period then the employee is liable to compensate employer for
the remaining duration of the contract period.

8. Minimum Period of Contract/Job:

8.1. Not Withstanding anything contained elsewhere in the agreement, the term of this
agreement is contract is for a minimum period of time as defined below with due regard
to above clause:
8.2. Minimum Contract period: _________ Year/s and ________ month/s from date of
Employment.
8.3. If the employee or the employer wishes to terminate the contract before completion of
minimum contract period as per above from the date of employment, either party is liable
to compensate the other party for the remaining duration of the contract period as defined
above excluding any target linked Bonus. The employee shall ensure that minimum
performance achievement is maintained throughout this period which shall be either as per
assigned targets or KPIs as defined from time to time. Not meeting the minimum required
Performance criteria shall be a direct reason for termination not withstanding anything
contained anywhere else. The company shall not be liable to give any notice for termination
in case monthly or quarterly targets are not met for two intervals (Monthly/Quarterly) for
whatever reason. All special benefits Including Special Bonus whether as part of package or
offered in Kind shall be on the basis of min period of contract being auto renewed from date
of such accrual and in case of any termination of contract, whether voluntarily or not
subsequent to such accrual; shall be required to be refunded back to the company.
8.4. Irrespective of whether you are in probation period or not, you are liable to be terminated
without notice in the event of any fraud, criminal offense, dishonesty, disobedience,
misconduct which is likely to be prejudicial to the interest of the company, willful neglect of
Company’s interests, using company resources for personal gratification including falsifying
expense accounts, absence from duty without information, breach of company's code of
conduct or for providing material & Misleading information in your personnel records.
Company shall be liable to pay you only up to the day of dismissal, any salary due except in
case of any criminal or fraudulent activity. Company’s decision in this regard shall be final
and binding and you confirm that your irrevocable acceptance of same by joining the
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Dated: 31.08.2017
 company.

9. Work Scope & Timings:

9.1. While work timings shall be dependent upon the project and your manager. Normal
office working hours are Monday- Saturday (8:00 AM – 5.30 PM) and might be changed
from time to time. You shall be expected to complete the reporting guidelines as advised
by your manager.
9.2. The Company serves its clients seven days a week, twenty-four hours a day. You will be
expected to attend office, except while travelling on Business, as assigned to you by your
superiors and as per applicable laws in force. Weekly offs will be governed as per
applicable regulations & company policies.

10. Confidentiality:
10.1. You will not disclose any confidential or proprietary information acquired as direct or
indirect result of your employment with the company to any third party. You also agree not
to disclose any confidential or proprietary information to any person after being employed
with the company until required by law. You shall also not keep copy of any communication
or pass any company communication to external parties during or after the employment
contract. After the termination of the employment, you shall be required to surrender any
company documents available with you and/or destroy any internal communication as part
of any text, chat or any other means. All social networking names and handles need to be
shared by the company and you are not allowed to post any official matter whether
concerning any product, client or any other matter through your personal ids without any
written approval.
10.2. In order to satisfy contractual commitment made to company customers, all
employees must sign the enclosed employee patent and confidential information
Agreement. Please return it to company with the signed copy of this letter.

11. Non-Compete:
11.1. You further acknowledge and agree that following termination of your employment
with the company for any reason whatsoever, the employee shall not hire or attempt to hire
any current employees of the company for a period of two years.
11.2. Additionally, notwithstanding anything contained elsewhere, given the nature of the

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Dated: 31.08.2017
 business company is involved in especially in relation to new product development, the
employee agrees that following termination of the employee’s employment for any reason
the employee shall not solicit business from current clients or clients who have retained
since last financial year immediately preceding the employee’s termination.
11.3. Additionally, the employee shall not Join, advise or be in any way part of any
competing company which is in similar business or making competing products for a period
of two years from termination of contract. Kindly note that a separate Non-Solicitation and
Non-Compete agreement shall require to be signed.

12. Work Products:

12.1. The Company will own the products of work related to the business of the Company
or its affiliates that the employee performs during course of employment. Such work
products include all intellectual property that the employee develops, alone or jointly with
others.
12.2. For example, but not by way of limitation, the Company will own the following work
products that the employee develops alone or jointly with others, while he/she is employed
by the Company whether same relates to the business of the Company or its affiliates or not
including but not limited to:
12.3. all papers, reports, charts, drawings, data bases, computer files, software, models
and other tangible materials and the copyrights in all original works of authorship
12.4. All inventions and discoveries, whether patentable or not, that the employee
conceives or brings to practice. The Company will own the work products described above
regardless of whether the employee develops them during or outside of regular working
hours, or on or off Company premises. The terms of this clause shall apply for a minimum
period of 1 year from end of employment. This clause shall apply even when the employee
has registered the patent or work product in name of any relative where the employee shall
be a beneficial owner by direct or by proxy.

13. Other Matters:

13.1. You must be prepared to travel in and outside of India as required by your
duties and /or as directed by the company.
13.2. The company may introduce new policies time to time which would be applicable
to you. The scope of your job may narrow or broaden and your reporting may be
changed depending on the company's requirements.

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Dated: 31.08.2017
13.3. You represent to and assure company that you have not entered to any agreements
or convents, which may be in conflict with capacity in which you are to employed by the
company, or which would preclude you from fulfilling your duties for Company. You further
agree to serve the company faithfully, to apply yourself diligently or your duties as an
employee of the company and to do all things reasonable in your power to promote,
develop and extend the business and interests of the company.
13.4. You may not enter into any leases, agreements on behalf of the company for
business or residential premises without prior written approval for the company.

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Dated: 31.08.2017
14. Additional Terms (If Any):

We look forward to your favorable written response and ask you to sign and return this document
and/or a copy of this letter indicating your acceptance of the above terms and conditions of the
Employee agreement mentioned within 3 Days.

Sincerely, ACCEPTED BY

For Cognosys Technologies Pvt. Ltd. Sign:

Name: Name:

Human Resource

Document Control no: COG/17/EP/HR/EA/011/V1.1.

Dated: 31.08.2017
ANNEXURE A
1. Compensation Package:

1 2 3

Earnings (INR) During Probation Period After Probation Period

Basic

HRA

Conveyance Allowance

Medical Allowance

Phone Allowance

Internet Allowance

Training / Skill set Allowance

Additional Allowance Incl Upkeep

Fixed Bonus

Total Per Month

Annual Compensation

End of Year Target Linked Bonus

Total Annual Package

2. Deductions:

Deduction will be as per Indian govt. Income tax norms & company Policy (Professional Tax /
Provident Fund / ESIC Deduction / Probation period deduction).
Document Control no: COG/17/EP/HR/EA/011/V1.1.
Dated: 31.08.2017