waa aaa Certificate No. Ceticate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Description Consideration Price (Rs.) First Party ‘Second Party ‘Stamp Duty Paid By ‘Stamp Duty Amount(Rs.) INDIA NON JUDICIAL Government of Karnataka e-Stamp IN-KA06040357919572T 17-Sep-2021 01:11 PM NONACC (Fi)/ kaorsfl08/ ANEKAL/ KA-BN ‘SUBIN-KAKACRSFLO869709307651660T TATA ADVANCED SYSTEMS LIMITED Article 12 Bond AGREEMENT ° (Zero) TATA ADVANCED SYSTEMS LIMITED RAVITEJ REDDY H TATA ADVANCED SYSTEMS LIMITED 200 (Two Hundred only) VSSSN JIGAN Nghosha natory For Authorised Sig Thit TRAINING AGREEMENT ‘Training Agreement (hereafler referred to as the “Agreement”) entered into on 1 August, 2021 by and between: mrMs, RAVE TES REDDY H , aged 3% years, residing at_G-ly ,CRYSTAL HoMes, 1™* Mazn RAD, MCA LAYouT, KALEWA AGRAHARA, BANGALORE hereinafter the “Employee” (which expression shall, if the context permits, include his/ her heirs, legal representatives, executors, administrators and successors) of the First Part;TATA mriMs. KAPADAM KAvYA Skee « aged 27 years, residing “ty CRYSTAL HOMES, AM Maan Road, MCA LAYOuT, KALENA AGRAHAGA yA Lo RE hereinaiter the “Surety” (which expression shall, if the context permits, include his/ her heirs, legal representatives, executors, administrators and successors) of the Second Part; AND TATA ADVANCED SYSTEMS LIMITED, a company incorporated under the Companies Act, 1956 and having its Registered Office at #10, Jigani Industrial Area, Jigani, Bangalore- 560105 hereinafter the “Company” (which expression shall, if the context permits, include its successors and assigns) of the Third Part; Employee, Surety and Company are hereinafter also referred to individually as “Party” and collectively as “Parties”. WHEREAS: ‘A. Inresponse to selection of the Employee in Company's ASPIRE program, the Company had offered to impart the Specialized Training, made arrangements for such Specialized Training provided by XLRI, Jamshedpur. B. The Employee acknowledges that his/her present position in the Company requires the Employee to have certain specialized management knowledge, skills, training and expertise and that the Employee does not at present possess such specialized knowledge, skills, training and expertise and it has been agreed that the Employee would be required to undergo specialized training and development programmes that would be necessary for the Employee to acquire specialized knowledge, training, skills and expertise in such areas (such training and work experience are collectively referred to as “Specialized Training”) so as to enable the Employee to effectively perform and discharge his obligations towards the Company as an employee; C. The Employee acknowledges that the Company would be investing substantial sums in terms of costs and expenses, valuable resources, opportunities cost and management. time, including by way of training costs, boarding, lodging, travel and out-of-pocket expenses, in providing and imparting the Specialized Training, along with paying the normal salary and other benefits if any as defined in the Employment Letter to the Employee during such period, and providing an opportunity to the Employee to gain practical experience and skills enhancement. The specialized knowledge, skills and expertise gained through the Specialized Training would immensely contribute to the professional development of the Employee and vastly improve his future professional growth and career prospects, short term as well as long term; D. The Employee acknowledges and agrees with the Company that it is essential for the Employee to remain employed with the Company during the period of the Specialized Training and for a minimum period of three (3) years, commencing from 1 August 2021 as required by the Company in order to provide an opportunity to the Company to recoup a part of the expenses incurred by the Company in providing the SpecializedTATA Training by availing of the benefit of specialized knowledge, skills and expertise gained by the Employee through the Specialized Training. G. In consideration of the Company providing the Employee with the opportunity to undergo the Specialized Training at substantial expense to the Company, the Employee, with the intent to induce the Company to provide such opportunity to the Employee, represents and warrants to the Company that the Employee (i) will not abandon the Specialized Training during its course; and (ii) will remain employed with the Company for the minimum period of three (3) years, commencing from 1" August 2021 and acknowledges that the Company has agreed to provide opportunity to the Employee to undergo such, Specialized Training relying on such representations and warrantics. NOW, therefore, in consideration of the premises and the mutual premises set forth hereinafter, the parties hereto agree as follows: 1 Performance and Observance In consideration of the Company incurring significant expenditure towards providing the opportunity to the Employee to undergo the Specialized Training, the Employee does hereby agree and undertake: (To undergo the Specialized Training (without abandoning it during the course) and after completing the Specialized ‘Training, remain employed with the Company exclusively and not terminate the contract of employment with the Company for a minimum period of three (3) years (“Agreed Duration”), from 1" August 2021. (ii) To diligently follow the instructions of the persons and authorities under whom the Employee may, from time to time be placed during the Specialized Training; (ii) Comply with, at all times, conditions of the Employment Letter and the rules and regulations of the Company; (iv) Refrain from engaging in any work, trade, professional vocation, occupation, profession or assignment, other than that required by the Company during the term of his employment with the Company; and (¥) Comply with all applicable laws, rules and regulations while undergoing such Specialized Training. Notwithstanding the above obligations’of the Employee, the Company reserves the rights, at its sole discretion, at all tim a) Toreduce the duration of the Specialized Training b) To terminate the employment of the Employee at any time during the Specialized Training or on completion of training in accordance with Indian Law and the terms of the Employment Letter as may be modified from time to time. Incase of occurrence of event a) above, the Subsistence Allowance shall be reduced accordingly and the Compensation Amounts shall also be reduced accordingly. 3TATA In case of occurrence of the event as per event b) above, the Employee shall be entitled not to pay the Refund Amount to the Company. 2. Expenses by the Company The Employee does hereby admit and acknowledge that the Company will be incurring substantial costs and expenses in terms of valuable resources, cost and management time in providing and imparting the Specialized Training and providing opportunities to the Employee to gain practical experience and skills enhancement. The costs and expenses that may be incurred or to be incurred by the Company in relation to the provision of Specialized Training could include those in relation to (i) travel costs and expenses including retum from Employee's current location to the training location (ii) stay and boarding and lodging: (iii) Training Cost; and (iv) others (including the salary, allowances and benefits paid by the Company during the period of Specialized Training). The Employee further agrees and confirms that it is absolutely essential for the Employee to continue his/her employment for the Agreed Duration , in order to provide an opportunity to the Company to recoup a part of the costs and expenses incurred by the Company in providing the Specialized Training and opportunities as aforesaid (apart from disbursing the salary and other benefits during the period of such Specialized Training) by making use of the specialized knowledge and expertise so gained by the Employee in relation to the Company's business. 3. Refund Amount In the event where the Employee fails or neglects to duly perform or fulfill his / her obligations set forth in clauses 1 and 2 above (or any of them) or does not continue in the employment of the Company for the Agreed Duration for any reason whatsoever (including due to termination of employment by the Company only on inary grounds), the Employee does hereby agree and undertake unconditionally and irrevocably to pay to the Company a sum of Rs. 4,00,000/- (Rupees Four lakhs only) (the “Compensation Amount”) as liquidated damages, to compensate the Company for a part of the costs and expenses incurred by the Company in providing the Specialized Training, and not by way of penalty. The Compensation Amount shall change based on tenure of the employee after signing of the bond: Tenure ‘Compensation Amount | Employee leaves before Course completion 4,00,000 /- (Rupees Four Lakchs only) Employees leaves within 1* year of Course completion | 4,00,000/- (Rupees Four Lakhs only) | Employees leaves after 1* year of Course completion | 2,00,000 /- (Rupees Two Lakhs only) The Employee agrees and acknowledges that the Compensation Amount stated above is reasonable, fair and a genuine pre-estimate of a part of the losses that would be suffered! incurred by the Company if the Employee does not adhere to the provisions of Clauses 1 andTAT: 2 above (or any of them). The Employee does hereby agree and undertake to pay the said sum to the Company, without demur, forthwith on receipt of a demand from the Company and hereby waives his/ her right to require the Company to produce proof to establish accuracy or reasonableness of the Compensation Amount. The Employee further agrees and undertakes not to seek release from the service of the Company or settlement of any service benefits from the Company until and unless the Employee has paid the Compensation Amount in full to the Company. The Employee irrevocably authorizes the Company to deduct or withhold such the Compensation Amount from or against any other amounts that may be due to him / her from the Company, during and after the term of employment, if the Employee fails or refuses to pay such amounts within 15 (Fifteen) days of such amounts becoming due from him / her, without prejudice to any other rights available to the Company. 4. No prejudice of Rights and Remedies. The Employee does hereby agree and covenant with the Company that nothing set forth herein shall in any way limit or prejudice the rights and remedies available to the Company under the Employment Letter or otherwise generally and the rights of the Company hereunder are cumulative and in addition to the rights otherwise available to the Company, 5. ‘uarantee In consideration of the Company agreeing to provide the opportunity to undergo the Specialized Training to the Employee, the Surety, at the request of the Employee, does hereby unconditionally and irrevocably guarantee and undertake to pay to the Company, the Compensation Amount and interest and costs payable thereon, in full in case of any default or failure by the Employee to perform or observe any of the terms and conditions set forth in Clauses 1 and 2 above (or any of them). The Surety does hereby undertake to pay the Compensation Amount (including interest) merely on a demand from the Company and any such demand shall be conclusive as regards the amount due and payable by the Surety in terms of this Agreement. The Surety does hereby undertake and guarantee to pay to the Company the Compensation Amount so demanded notwithstanding any dispute or disputes raised by the Employee in any suit or proceedings pending before any Court or Tribunal or Forum relating thereto, the Surety’s liability under this guarantee being primary, absolute and unequivocal. ‘The Surety agrees that this guarantee shall remain in full force and effect till such time the Company issues a certificate in writing that the Employee has duly performed and fulfilled his / her obligations under this Agreement, including without limitation the payment of the Compensation Amount. The Surety agrees that the Company shall have fullest liberty, without the Surety’s consent, to (i) terminate or vary any of the terms and conditions of the Employment Letter; or (i) grant or extend time for, waive or enter into any compromise or settlement with or agree not to sue the Employee in relation to performance of the Employee’s obligations hereunder or under the Employment Letter, from time to time, The Surety expressly agrees that such termination or variation shall not in any way dilute the Surety's obligations hereunder. ‘The Employee undertakes that in the event of death or any insolvency proceedings being initiated against the Surety or his/her properties, the Employee shall be obliged to (a) promptly inform the Company about such death or insolvency proceedings (as the case may be) and (b) furnish to the Company, within Fifteen (15) days (or such further time as may be provided by the Company at its discretion) of such death or commencement of insolvency proceedings (as the case may be), a guarantee from another individual in substitution of the earlier guarantee, 5TATA to secure the Employee's obligations under clauses 1 and 2 above, in a form and manner acceptable to the Company. 6. Arbitration: It is also agreed by and between the Employee, Surety and the Company that any disputes and differences arising in connection with this Agreement may be referred to arbitration in pursuance of the Arbitration and Conciliation Act, 1996. The Company shall in the event of any such dispute or difference, reserves the exclusive right to nominate an Arbitrator as the Sole Arbitrator to adjudicate upon the dispute/difference. The Company shall issue a written notice of such nomination to the Employee and Surety, as per the address of the Employee and Surety in the records of the Company. The venue of the Arbitration is agreed to be situated in Hyderabad. ‘The arbitration proceedings shall be conducted in English language. The arbitral award shall be final and binding on the Parties, Subject to the foregoing, the Parties hereby agree to submit themselves to the exclusive jurisdiction of courts at Hyderabad, with regard to any disputes or differences arising in connection with this Agreement. 7. The Employee further declares that he/ she has carefully read the terms and conditions of this Agreement and has understood the contents and his/ her obligations in this Agreement and that he/ she has had the benefit of consulting his/ her legal counsel on the same. 8. The employee further agrees that the terms and conditions contained in this agreement would take precedence over the terms and conditions contained in the original letter of employment, In witness whdreof, poets have executed this Agreement on the day and year hereinbefore — (wil a ignature of the Employee Name RAVLTET REDDY H EMPLOYEE By: eee Signaturé of the Surety Name: KAPADAM Kavya Spee SURETY (Relation with the Employee) Si POUSE For: TATA Advanced Systems Limited By Epiia’2— oo Name: 721647 EUMAe Designation: 6 Mia nnger HE