EMPLOYMENT AGREEMENT

4th
February, 2022 by and between a Fossil Global Services India LLP, Registered Office:
301, Prestige Nebula, Cubbon Road, Bangalore 560001 (the "Company" Registered
Address), and Manisha an individual, currently residing at 149/17, Maruthi nagar, near
Skandas Vidyalaya School, Sonnenahalli, Ullal post office, Ullalu upnagara, Bangalore
560056 (the ").

RECITALS

WHEREAS, the Employee possesses knowledge, skill and experience advantageous to the
Company;

WHEREAS the company is setting up a unit in various building in the special Economic
Zone (SEZ) at Brigade Tech Gardens, Brookefields, Whitefield, Bangalore

WHEREAS, the Company desires to employ the Employee as Process Executive II of the
Company on the terms and subject to the conditions set forth in this Employment
Agreement at the Unit located in SEZ;

WHEREAS, the Employee is willing to be so employed by the Company in the Unit

located at the SEZ.

NOW, THEREFORE, in consideration of the promises, mutual agreements and covenants

contained in this Employment Agreement and other good and valuable consideration (the
receipt and sufficiency of which is hereby mutually acknowledged), the Company and the
Employee hereby agree as follows:

AGREEMENTS

1. Employment. Subject to the terms and conditions of this Employment

Agreement, the Company hereby employs the Employee as Process Executive II and the
Employee hereby agrees to serve the Company in such capacity, as an employee at will.
The term of employment under this Employment Agreement, (the "Employment Term")
will commence on 14th May, 2022 will continue, subject to
earlier termination as provided in Section 6 hereof, till the Employee attains the age of
retirement (which currently is 60 years of age). The Employee shall be on a period of

shorten the probationary period.

2. Time to be devoted to Employment. The Employee shall, except during

vacation periods or absences due to temporary illness, devote his best efforts and full time
attention and skill and his professional and business time, attention and energies to his
duties and responsibilities hereunder. The performance and the Remuneration of the
Employee shall be reviewed annually by the Company on the 1st day of March each year
provided that the Employee has successfully passed the probation.

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 3. Duties.
(a) The Employee shall during his employment under this Employment
Agreement:
(i) Perform the duties and discharge the responsibilities of
Process Executive II including, without limitation, those
duties and responsibilities described on Exhibit A, attached
hereto and incorporated herein.

(ii) In addition to the duties and responsibilities which the

position of the Employee normally entails, the Employee
may, from time to time, be required to undertake additional
or other duties and/or responsibilities consistent with the
Process Executive II and as may be
deemed necessary by the Company to meet the requirements
of the Company's business.

(b)
The Employee will be based at the SEZ Unit at Bangalore (the
for the proper
performance and exercise of his duties and responsibilities, as determined by the Company
from time to time.

(c ) For the purposes of training, the Employee can be placed at other

business locations as identified by the LLP . But it is understood between the parties that
the unit located in SEZ will be the primary place of business.

4. Remuneration. In consideration for the services to be rendered by the

Employee hereunder during the Employment Term, the Employee shall receive
remuneration as follows:

Category I

a. Basic Salary: Rs.16,667/- per month

b. Health Insurance: You will be entitled to Accident insurance for yourself and
comprehensive health insurance for yourself and your immediate family (up to four
members), as per insurance policies of the Company.
c. Provident Fund: As per the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952.
d. Gratuity: As per the Payment of Gratuity Act, 1972.

Category II

e. Level Based Flexible payment: Rs.5,441/-per month

f. House Rent Allowance: Rs.13,333/- per month
g. Educational Allowance: Rs.800 /- per month
h. Lunch Allowance: Rs.2,200/- per month
i. Statutory Bonus/Exgratia: Rs.4,200 /-per month
j. Festival Allowance: Rs.2,500/- per annum

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
Category III

Employee shall be entitled to the following benefits only upon final confirmation of his
employment with the Company, after the Probation Period:

Bonus based on Company Performance: Up to 2.5% of your annual base salary

However, these benefits accruing to the Employee are conditional on continuation of

service with the Company at the time of disbursement. A statement tabulating the costs to
the Company in Exhibit B is attached hereto and incorporated herein. Further, the payments
and allowances in Category II may be set off against each other the option of the
Employee, subject to maximum amounts, if any, specified against the respective head(s),
subject to the total cost to the Company remaining the same.

5. Hours of Employment and Holidays.

(a) rom
time to time based on the projects and the function. In addition, subject to any applicable
legal limitations, the Employee may be required to work such additional one (1) hour prior
to or post these defined working hours as may be necessary for the proper fulfillment of
his duties. The Company and the Employee expressly agree that the payment of the
Salary fully compensates the Employee for any work performed outside normal working
hours during the course of his employment with the Company.

(b) Subject to Section 5(a) hereof, the Employee shall be entitled to take ten
(10) days of the public holidays, and leave with pay of 2.5 working days for each month of
work. Additionally, paid leave (in excess of five working days) upon serious illness to the
Employee may be granted at the discretion of the Company.

6. Termination of Employment by Company.

(a)
upon the occurrence of any one or more of the following events:

(i) death of the Employee;

(ii) the failure by the Employee to substantially perform his

duties hereunder, as a result of physical or mental incapacity (hereinafter referred to
as "disability") that continues for more than three (3) consecutive months or an
aggregate of more than five (5) months in any rolling 12 year period ("Permanent
Disability"); or

(iii) for "Cause", which shall mean the following:

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 (1) the willful failure by the Employee to substantially
perform his duties hereunder;

(2) the commission by the Employee of an act

constituting fraud or any other criminal offence against the Company;

(3) any act or failure to act by the Employee which

involves dishonesty in the course of his employment or theft of the
Company's assets;

(4) t in
accordance with any direction or order of the Company and/or of his
superiors in the Company, or material neglect, which continues after the
Employee has been given five (5) days prior written notice and an
opportunity to cure;

(5) commission of fraud by the Employee in connection

with the business and operations of the Company;

(6)
regarding controlled substances;

(7) conviction of the Employee for any criminal offence

(other than an offence under road traffic law for which the Employee is not
sentenced to any term of imprisonment whether immediate or suspended);
or
(8)

business, operations or reputation.

(b)
other party, terminate this Employment Agreement "at will" for any or no reason.

7. Obligations Upon Termination.

(a) Compensation Payments. Upon t

employment under this Employment Agreement pursuant to Section 6, the Company shall
pay to the Employee, within thirty (30) calendar days of such termination, in a lump sum,
an amount equal to any accrued but unpaid salary, and other normal accruals, as of the date
of such termination together with unreimbursed costs and expenses incurred by the
Employee in the course of his employment which are payable in accordance with the
e. Except as provided in this Section
9, but notwithstanding any other provision in this Employment Agreement, the Company
shall not be obligated to pay and shall not be liable to the Employee for any termination of
such termination is in accordance with the terms
of this Employment Agreement.

(b) Death. If the Employee dies while employed under this Employment
Agreement, the Company shall make due payments under Section 9(a) of this Agreement
and under the Payment
or, if no nomination has been made, to his legal heirs.

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 (c) Permanent Disability. Upon the termination by the Company of the

Permanent Disability, the Company shall make due payments to the Employee under

Permanent Disability.

8. Protective Covenants.

The Employee hereby covenants and agrees that during the Employment Term and for a
period six (6) months thereafter, the Employee shall not, directly or indirectly solicit, hire
or contract with, or direct or assist any third person to solicit directly or indirectly, any
employees of the Company or any past employees of the Company who were employed by
the Company during the Employment Term.

The Employee covenants and agrees that upon the termination of his employment with the
Company, if the Employee joins, commences or associates with any company or
organization, which in the opinion of the Company, is in competition with the Company,
the Employee shall be liable to :

i) Forego any undeclared and unpaid bonuses, for the period of service prior to such
termination of service with the Company.

The Employee covenants and agrees that during the Employment Term and thereafter the
Employee shall not directly or indirectly, reveal or disclose to third parties any information
affairs, which is considered
confidential by the Company and which is not, at the time in question, lawfully in the

required by compulsory legal process or as authorized by the Company or as otherwise

necessary for the Employee to perform his duties as an employee of the Company.
Notwithstanding the above, the Employee agrees that all information relating to the

not limited to:

(i) any information of a technical nature;

(ii) any information of a business nature such as, but not limited to, information about
cost, purchasing, profits, markets, sales, suppliers, supplier lists, customers, customer
contacts and customer lists, pricing, sales volume or strategy, marketing plans, the number,
names, telephone numbers, addresses, locations, job duties or compensation of Company
sales representatives and employees, product plans, marketing or delivery methods and
techniques and financial data;

(iii) any information pertaining to plans or future developments such as, but not
limited to, mergers, acquisitions, divestitures, new facilities, closing operations, research
and development or marketing or merchandising initiatives; and/or

(iv) any information furnished to the Company on a confidential basis by customers,

suppliers, business partners or members of strategic alliances, including, but not limited to,
information concerning their business affairs, property, technology, methods of operation,

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
trade secrets or other data.

The Employee further agrees:

(i) To promptly disclose in writing to the Company all inventions, discoveries,

developments, improvements, works of authorship, and innovations (collectively and

Employee, either alone or jointly with others, during the Employment Term which: (A)
relate in any manner to the existing or contemplated business or research activities of the

all such Inventions shall be the exclusive property of the Company.

Inventions and any copyrights, patents, mask work rights or other intellectual property
rights relating thereto in any and all countries, including the disclosure to the Company of
all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company shall deem
necessary in order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns, and nominees the sole and exclusive rights, the title
and interest in and to such Inventions, and any copyrights, patents, mask work rights or
other intellectual property rights relating thereto. The Employee further agrees that the

Employee to do so, any such instrument or papers shall continue after the expiration or

During and after the Employment Term, the Employee will not remove from the
s, files, notebooks, correspondence, computer
printouts, computer programs, computer software, price lists, microfilm, or other similar
documents containing Confidential Information, including copies thereof, whether prepared
by him/her or others, except as his duty shall require, and in such cases, will promptly
return such items to the Company. Upon termination of his employment with the Company,
the Employee shall deliver promptly to the Company all documents, records, files,
notebooks, correspondence, computer printouts, computer programs, computer software,
price lists, microfilm, or other similar documents containing Confidential Information,
including copies thereof, which are the property of the Company or which relate in any
way to the business, products, practices or techniques of the Company, and all other
property, trade secrets, Confidential Information of the Company, which in any of these
cases are in his possession or under his control.

The covenants contained in this Section 8 shall be construed as a series of separate and
severable covenants. The Employee and the Company agree that if in any proceeding, any
court or tribunal refuses to enforce fully any covenants contained herein, because such
covenants cover too extensive a geographic area or too long a period of time or for any
other reason whatsoever, any such covenant shall be deemed amended to the extent (but
only to the extent) required by law. Each Party shall have the right to injunctive relief, in
addition to all of its other rights and remedies at law or in equity, to enforce the provisions
of this Employment Agreement. The Parties also agree that the prevailing Party shall be

urred in successfully enforcing or defending, as the case may be, such

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
covenants.

The Employee shall devote all of his professional and business time, attention and energies
to his duties and responsibilities as provided hereunder. During the Employment Period,
the Employee shall not hold any other executive, managerial or directorial positions or
responsibilities in any entity other than the Company, without the prior written approval of
the Company. However, this restriction does not apply to portfolio investments in shares of
any company or association with any educational, charitable and social causes that do not
negatively impact the performance of Employees duties or the reputation of the Company.

In return for the consideration described in this Employment Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and as a condition precedent to the Company entering into this Employment Agreement,
and as an inducement to the Company to do so, the Employee hereby represents, warrants,
and covenants as follows:

(i) The Employee has executed and delivered this Employment Agreement as his free
and voluntary act, after having determined that the provisions contained herein are of a
material benefit to him, and that the duties and obligations imposed on him hereunder are
fair and reasonable and will not prevent him from earning a comparable livelihood
following the termination of his employment with the Company.

(ii) The Employee has read and fully understood the terms and conditions set forth
herein, has had time to reflect on and consider the benefits and consequences of entering
into this Employment Agreement.

(iii) The execution and delivery of this Employment Agreement by the Employee
does not conflict with, or result in a breach of, or constitute a default under, any agreement
or contract, whether oral or written, to which the Employee is a party or by which the
Employee may be bound.

(iv) The Employee has no right, title or interest in any Inventions that relate to the

Company.

(v) The Employee, by executing this Employment Agreement, unconditionally and

irrevocably understands, acknowledges, represents and agrees that (a) the Employee, as at
the time of signing this Employment Agreement, has no claims or demands (or actions
pending) (collectively "Claims") against the Company; (b) there are no facts or
circumstances that can or may form the basis for such claims against the Company; and (c)
there are no Claims against any prior employer, and there are no facts or circumstances that
can or may form the basis for such claims against any such prior employer.

9. Assignment.
The Employee acknowledges that the services to be rendered by him are unique
and personal. Accordingly, while employed by the Company, Employee may not assign
any of his rights or delegate any of his duties or obligations under this Employment
Agreement without the prior written consent of the Board. The Employee, however, agrees
that the Company may assign all rights under the Employment Agreement along with sale
of all or substantially all of its assets or business, or merger, or a change of control.

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 10. Background/reference checks:
You hereby represent that all the contents of your application, resume,
testimonials, references, previous employment details and other information furnished by
you are true, complete and accurate. If any of the above particulars are found to be incorrect,
incomplete or misleading in any way, it shall constitute a breach of this Contract. You are
informed that Company shall have the right to conduct periodical background checks on
you, including criminal background checks and reference checks and your appointment
and/or employment is subject to completion of background checks on you, including

may utilize third parties to conduct any such background checks.

11.Miscellaneous.
(a) Notices. All notices required or permitted to be given under the
provisions of this Employment Agreement shall be in writing and delivered personally or
by certified or registered mail, return receipt requested, postage prepaid, or given by a
nationally recognized courier service providing for proof of delivery to the following
persons at the following addresses, or to such other persons at such other addresses as any
party may request by notice in writing to the other party to this Agreement:

If to the Employee: Manisha

149/17, Maruthi nagar, near
Skandas Vidyalaya School,
Sonnenahalli, Ullal post office,
Ullalu upnagara, Bangalore 560056

If to the Company Fossil Global Services India LLP

Fossil Group
3rd Floor of Block C1 and 1st Floor of Block B1,
Brigade Tech Gardens, Unit-302,303 and 304,
Kundalahalli, Brookefields, Green Avenue,
Kundalahalli, ITPL Main Road,
Phase 2, Brookfield, Bengaluru - 560037

(b) Construction. This Employment Agreement shall be construed with,

and be governed by, the laws of India without giving effect to the principles of conflicts of
laws thereof. All disputes arising under, or in relation to this Employment Agreement shall
be submitted to the exclusive jurisdiction of the courts in Bangalore, India.

(c) Entire Agreement. This Employment Agreement contains the entire

understanding and agreement between the parties relating to the subject matter hereof and
all prior oral and written agreements are extinguished, and neither this Employment
Agreement nor any provision hereof may be waived, modified, amended, changed,
discharged or terminated, except by an agreement in writing signed by the party against
whom enforcement of any waiver, modification, change, amendment, discharge or
termination is sought.

(d) Counterparts. This Employment Agreement may be executed

simultaneously in counterparts, each of which shall be deemed an original, and all of which
counter-parts shall together constitute a single agreement.

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 (e) Illegality. If any one or more of the provisions of this Employment
Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.

(f) Captions. The captions of the sections hereof are for convenience
only and shall not control or affect the meaning or construction of any of the terms or
provisions of this Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands and executed this
Agreement the day and year first above written.

Fossil Global Services India LLP

Fossil Group Entity

By: _________________________________

Vinod J
Director HR & Administration

Manisha

_______________________________

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 Exhibit A

Detailed Job description as Process Executive II is below:

Roles & Responsibilities

Operational Excellence
1. Carry out GL reconciliation & processing (AP, inventory etc.) for the specified region
2. Perform payroll processing & TDS facilitation; update employee master regularly & ensure timely & effective
resolution of payroll related queries
3. Prepare annual tax plan; calculate advance tax & file statutory tax returns; ensure accuracy & adherence to SLAs
and timelines
4. Assist during internal / bank audits; Provide required data, documents & comments to facilitate the auditors
5. Undertake on-time month end / year end book closing & reporting; review & publish requisite MIS & schedules
to the Team Leads / Process Managers
6. Ensure all the accounting related operational areas are in alignment with procedural / legislative controls of the
region & adhere to the agreed SLAs & TAT
7. Implement various strategic initiatives, policies and procedures to help enhance the productivity, efficiency and
quality of services delivered

Stakeholder Management
1. Develop and maintain strong proactive relationships with internal stakeholders to ensure coordination &
optimal performance

Governance & Compliance

1. Implement effective governance, compliance and risk management frameworks across the capability centre to
drive holistic performance and maintain reputation
2. Ensure pro-active input into preventative actions to address key business risks; Manage issues to mitigate
impact and risk by early detection & involvement
3. Champion the embedding of a compliance culture within the team members

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774
 Exhibit B

Cost to Company

Manisha Level 5

Per month Per annum

Basic 16,667
Level Flexi 5,441
Housing Allowance 13,333
Education Allowance 800
Lunch Allowance 2,200
Statutory bonus/Exgratia 4,200

Sub Total 42,641 511,692

Provident Fund - Company Contribution 24,000

Gratuity 9,615
Festival Allowance 2,500

Sub Total CTC 547,807

Bonus-Company Performance (maximum) 12,195

Total CTC 560,002

Fossil Global Services India LLP, Registered Office: 301, Prestige Nebula, Cubbon Road, Bangalore 560001. Tel: +91-80-2289-2000,
Fax- +91-80-22861190
LLP Registration No- AAQ-7774