DR - BPS/RH14082889/342560/Bangalore/May/V0

OFFER OF EMPLOYMENT
PRIVATE &
CONFIDENTIAL
May 08, 2023

Neeles Mandal,
Mahadevapura,
Bengaluru

Dear Neeles Mandal,

Welcome to Mphasis!

It was a pleasure meeting you to explore a career opportunity with Mphasis BPO
Division.

Based on our discussions, we are pleased to offer you the position of Ad.Financial Acctnt-
Cplx Proc, in Band 4, Level 5 with our organization. The gross compensation will be INR
9,00,000/- (Nine Lakhs rupees only) per annum. The details of the terms and
conditions of the offer of employment are detailed in the enclosed annexure.

Mphasis is defined by a strong and intrinsic culture that sets us apart. Our DNA, while
evolving through various transformations, has still fundamentally been driven by the
same core values. Customer centricity has been one such tenet that influences every
Mphasian. We strive to understand our customer’s need, staying ahead of the curve to
deliver best-in-class service. Equally crucial, is our outcome focus, wherein our eyes
stay on the end result without compromising on our quality, ethics and people. We draw
our greatest strength from our people. Hence, empowering our workforce has gone
hand-in-hand with greater accountability, thereby creating responsible citizens of the
world. As we redefine what business success means in the changing landscape, we
believe in inculcating the spirit of experimentation so that established systems and
ways of doing things are constantly tested, questioned and disrupted. Imagination,
innovation and the ability to take risks are fundamental characteristics that make us
shatter boundaries.

CIN: L3007KA1992PLC025294
These shared values and beliefs are the influencers of everyday work culture at Mphasis
that has eventually built our ethos. It is what integrates us across technologies,
platforms and geographies. We are proud of it and we eagerly welcome you to the
Mphasis way of life.

This offer of employment is contingent upon you fulfilling the background verification
process that the organization will conduct. We look forward to you joining us at our
Bangalore office on May 12, 2023. Please keep your recruiter informed, in case of
advancement in the joining date.
Please endorse your acceptance by duly signing the duplicate copy of this letter on all
sheets at the bottom on the right corner and return to the undersigned.

CIN: L3007KA1992PLC025294
 ANNEXURE – 1

SALARY OFFER SHEET

Component Monthly Gross Annual Gross

Basic 30,000 3,60,000
House Rent Allowance 15,000 1,80,000
Leave Travel Allowance 3,000 36,000
Special Allowance 11,567 1,38,800
Ex-Gratia/ Bonus1 NA NA
TOTAL FIXED CASH 59,567 7,14,800
Performance Incentive 11,250 1,35,000
Variable Pay2 NA NA
TARGET CASH 70,817 8,49,800
COMPENSATION
Employer Provident Fund 3,600 43,200
Mediclaim Insurance Premium 583 7,000
TARGET COST TO COMPANY 75,000 9,00,000

Details of Incentive Plan:

(1) Max Performance The Company shall pay this incentive as per the
Incentive performance incentive plan based on the
employee's performance against set targets every
month. You will be entitled to incentives only if you
are employed in the Company for the entire
month. Your supervisor shall share with you the
performance incentive plan details at the time of
your joining.

Note:
1. As per Statutory regulations, if your covered under Payment of Bonus act, this
component will be paid as “Bonus” if not will be paid as “Ex- Gratia”.

2. Variable Pay will be payable on Quarterly basis. Amount shown is payable on

100% Target achievement. The company and unit/function performance
achievement against the target measured quarterly shall determine the payout
under the Variable Pay Plan. Note: Variable Pay is governed by the provisions of
Variable Pay Plan (available on Mphasis Intranet) and the same will be reviewed
from time to time.

CIN: L3007KA1992PLC025294
3. Statutory deductions like ESI, Professional Tax and Income Tax (if any) will be
deducted at Source and will be applicable as per stipulations.

CIN: L3007KA1992PLC025294
Additional Benefits:

• You are covered under the Group Mediclaim Insurance for a sum insured of INR
300,000 per annum. This mandatory coverage also includes your spouse and 2
children. As per the policy, you have an option to enroll your dependents
(parents/parents-in-law) by paying additional premium.
• You are covered under Group Personal Accident Insurance or INR 500,000 per
annum.
• You are covered under the Standard Group Term Life insurance for a sum insured
equal to 80% of your Fixed CTC or INR 400,000, whichever is higher. This benefit
is extended only to the employee.
• Meal Card: You will be eligible to enroll for a meal allowance of INR 2,200 per
month. This is a voluntary option and will be adjusted with your special allowance.
• As per the Maternity Benefit (Amendment) Act, 2017, women employees are
eligible for Maternity Leave of 26 weeks. Adoption Leave and Paternity Leave are
also applicable as the case may be. Please refer to the Company Policy for more
details.
• NA
•

CIN: L3007KA1992PLC025294
 ANNEXURE – 2

TERMS OF EMPLOYMENT

Your employment at Mphasis(“Mphasis") will be governed by the Mphasis policies as

modified from time to time. Copy of the present policy will be made available to you
on your joining Mphasis. In particular and without prejudice to the foregoing
statement, some of the more significant terms and conditions that govern your
employment, subject to modifications from time to time, are detailed below.

1) Hours of Work
1.1. You may be required to work in shifts and / or extended working hours as
permitted by law. Shifts may be scheduled across 24 hours a day, 7 days a week
and 365 days a year, subject to applicable laws. The shift timings may change from
time to time which you will be notified in advance.
1.2. Employees at the client site shall follow the working hours as applicable at
client site.

2) Place of Employment
2.1. During your employment with Mphasis, you will be liable to be transferred or
deputed to any of the offices, departments of Mphasis or its Associates,
Subsidiaries or Group Companies, whether in India or abroad.
2.2. In the event of transfer or deputation of your services your salary and other
benefits will be determined in accordance with Mphasis policies prevalent at that
time.

3) Travel
You may be required to travel, whether in India or overseas, in connection with
office work at short notice.

4) Salary and Benefits

4.1. Mphasis reviews employee compensation periodically and you may be eligible
for salary increase based on review. However, any salary increase shall be at
Company’s sole and absolute discretion which is dependent on Organization’s as
well as Individual performance.
4.2. In addition to salary, you shall also be entitled to receive other benefits as
applicable under Mphasis’ policy. The Company shall, in its sole discretion, be
entitled to amend, vary, and modify any of the terms and conditions of the policy
with regard to the benefits that are offered to you.

CIN: L3007KA1992PLC025294
5) Relocation:
5.1. You are eligible for relocation expenses reimbursement as per the company
policy. In the event of your separation within 12 months of joining Mphasis, this
amount has to be paid back to the company.

6) Leave Entitlement Policy

All employees are eligible for an annual paid vacation. Please refer to the
employee handbook or contact the HR department for further details regarding
the Company’s leave and vacation policy.

7) Termination
7.1. Your employment with Mphasis is subject to
termination on:
7.1.1. Mphasis may terminate your employment at any time giving you
at least two months’ prior notice in writing or payment of your then
current salary prorated for any shortfall in notice; and
7.1.2. You may terminate your employment by giving Mphasis at least
two months’ prior notice in writing.
7.2. Mphasis reserves the right to, at its sole discretion, substitute the notice
period by paying you salary in lieu of the notice period.
7.3. For abundant caution, it is hereby clarified that you cannot waive the notice
period requirement in the event you wish to terminate your employment with
Mphasis, and that your termination/resignation letter (by whatever name it is
called) will be accepted by Mphasis only on your satisfying the mandatory notice
period as stated in Mphasis’ HR handbook. Further, till such time as Mphasis
accepts your resignation letter, you will be deemed to be an employee of Mphasis
and the terms and conditions of your employment will still continue to bind
you.8.4. Mphasis shall have the right to terminate your employment immediately
without notice or payment in lieu of notice if:
7.4.1. You neglect, refuse, fail or for any reason become unable to perform any
of your duties under this agreement or comply with Mphasis’ policies and code
of conduct; or
7.4.2.You are guilty of any misconduct whether or not in the performance of
your duties (including but not limited to being an undischarged insolvent,

CIN: L3007KA1992PLC025294
 being convicted by any criminal court, being involved in fraudulent acts,
etc.) or commit any act which in the opinion of Mphasis is likely to bring
Mphasis any disrepute whether or not such act is directly related to the
affairs of Mphasis; or
7.4.3. You commit any breach of any of your duties or obligations under this
agreement or the policies of Mphasis.
7.4.4. There is discrepancy in the copies of the documents/certificates given by
you as proof in support of the information provided by you. In the event of
termination under Clause 7.4.2, you shall not be entitled to any benefits
whatsoever.

8) Mode of Communication
For any service of notice or communications of any kind, you will be informed by
email or ordinary post at the address given by you at the time of your
employment or such other address as may be intimated by you to the
management thereafter.

9) Confidentiality
9.1. You agree at all times during the term of your employment and thereafter
(Without limit of time);
9.1.1. To hold the Confidential Information in strictest confidence, and not to
use attempt to use the same, except for the benefit of Mphasis, and
9.1.2. Not to disclose or divulge the Confidential Information to any person or
entity without written authorization of Mphasis.
9.1.3. You agree to return to Mphasis all proprietary information, including
copies on paper, harddrive, disk,tape and other media, upon completion or
termination of any project or upon cessation of your employment with
Mphasis ITServices.
9.2.For the purposes of Clause 10.1.,“Confidential Information” means any of
Mphasis proprietary or confidential information, technical data ,trade secrets or
know-how, whether (oral or written or in electronic format and whether marked
confidential or not), including but not limited to; research, business plans,
products, product improvements, processes and process documents ,services,
projects ,proposals ,all work produced by you whether during normal working
hours or not, computer program, documentation, customer lists and
customers (including, but not limited to, customers of Mphasis with whom you
become acquainted), markets, software, developments, inventions processes,

CIN: L3007KA1992PLC025294
 formulas, technology, designs, drawings, engineering, marketing, distribution and
sales methods, sales and profit figures ,finances ,techniques ,strategies
,discoveries, the title and description of any patents or patent applications filed
by Mphasis in any country or jurisdiction (until the same is generally available to
the public), and any other business information of Mphasis including its business
plans, practice methodologies and technologies (including computer software),
training materials ,personnel information, client lists and information regarding
the business needs, strategies and technologies of present and prospective
clients and internal Company publications, whether directly or indirectly, or by
drawings or inspection of documents or other tangible property and all information
that comes to your knowledge which would but for this employment would not
have been accessed by you, whether such information is intangible form or not,
written or otherwise and formal or not. Confidential Information however shall not
include knowledge, skills or information which is common to the business of
Mphasis or which is generally known outside Mphasis.
9.3. You understand that retaining the confidential nature of the confidential
information is of utmost importance to the business of Mphasis and in addition to
the terms stipulated in this agreement here in you agree to execute a Non
Disclosure Agreement with Mphasis.

10) Intellectual Property

10.1. You agree that any proprietary rights whatsoever, including but not limited
to, patents, copyright and design rights as a result of the development of and/or
the application of all work produced by you during or as a consequence of your
employment, whether alone or in conjunction with others and whether during
normal working hours or not, including but not limited to any invention, design,
discovery or improvement, computer program, documentation, confidential
information, copyright work or other material which you conceive, discover or
create during or in consequence of this employment with Mphasis shall belong to
Mphasis absolutely.
10.2. You agree, at Mphasis’ expense, to provide, during and after this
employment, all such assistance as Mphasis reasonably considers necessary, to
secure the vesting of such rights in Mphasis or Terms of Employment Mphasis its
nominees (including waiver of any such rights including author’s special rights
under Section 57 of the Copyright Act 1957).

11) Data Privacy Compliance Policy

CIN: L3007KA1992PLC025294
 You consent to the terms and conditions of the Data Privacy Compliance Policy
stated below:–
11.1. You consent to the processing of your personal data in accordance with
Mphasis data privacy policy (the "Policy"), a copy of which can be obtained upon
request;
11.2. In particular, you explicitly consent to:

•The collection and processing of sensitive personal data about you to the
limited extent and for the purposes described in the Policy;
•The transfer worldwide of personal data held about you by Mphasis to other
employees and offices of Mphasis’ worldwide organization and to third parties
where disclosure to such third parties is required in the normal course of
business or by law; and use of your personal images and voices in marketing
material ,videos, etc.
11.3. The reference to information "about you" includes reference to information
about third parties, such as spouse and children (if any), which are provided to
Mphasis by you on their behalf. The reference to “sensitive personal Data” may be
understood to include reference to the various categories of personal data
identified by European and Other applicable data privacy laws as requiring special
treatment, including in some circumstances, the need to obtain explicit consent.
These categories comprise personal data about racial or ethnic origin, political
opinions, religious or other similar beliefs, trade union membership, physical or
mental health, sexual life or criminal record.
11.4. In addition, you agree to treat any personal data to which you have access in
the course of your employment strictly in accordance with this Policy and other
Mphasis policies and procedures. In particular, you will not use any such data
other than in connection with and to the extent necessary for the purposes of your
employment.

12) Non-Compete
You undertake and agree to maintain client exclusivity and to this end, during the
validity of this agreement and for a minimum of 2 years thereafter, you shall
neither solicit business nor offer product/services and/or conduct any business
,that directly competes with the kind of product/services that is offered by
Mphasis to such client ,either directly or indirectly with any of Mphasis, client or
any third party exposed to you,. In case you violate this provision, a minimum
amount of Rs.3lakhs shall be payable by you to Mphasis as damages.

13) Non Solicitation of Employees and Clients

CIN: L3007KA1992PLC025294
 You agree that during the period of your employment with Mphasis, and for one
year after the date of termination of such employment (regardless of whether this
cessation of employment is voluntary or involuntary, or caused by the breach of
this Agreement by either party), other than on behalf of Mphasis, you will not,
either directly or indirectly:

(A) solicit, divert, take away, hire, or recruit, or attempt to solicit, divert, take
away, hire, or recruit, any employee of Mphasis; or
(B) adversely affect the business prospects of Mphasis by soliciting, diverting,
taking away, hiring, or recruiting, or attempting to solicit, divert, take away, hire,
or recruit, the business of any client, customer, potential client, potential
customer, person, or entity with whom you had dealings as an Employee of the
Mphasis or any purpose related in any manner to the business of Mphasis.
(C)You agree the foregoing restrictions are reasonable both as to time and extent
given the nature and scope of Mphasis’ present business and the duties of your
employment.

14) Warranty
14.1. You warrant that your joining Mphasis will not violate any agreement to
which you are or have been party to.
14.2. You warrant that you will not use or disclose any confidential or proprietary
information obtained from a third party prior to your employment with Mphasis.
14.3. You warrant that you will comply with all Mphasis applicable policies and
standards and shall perform your services in manner consistent with the ethical
and professional standards of Mphasis.
14.4. You warrant that you possess all the requisite certificates, licenses, permits,
work visas, clearances to be able to lawfully perform the services.

15) Indemnification
You agree to indemnify Mphasis for any losses or damages sustained by Mphasis
caused by or related to your breach of any of the provisions contained in this
Terms of Employment.

16) Retirement
Your age of retirement from the service will be on completion of sixty years.
However, you may opt for voluntary retirement at any age before sixty years
during your services in the establishment if you are unable to continue in service
satisfactorily. The actual date of retirement shall be the last working day of the

CIN: L3007KA1992PLC025294
 calendar month in which your 60th birthday falls.

17) General
17.1. This agreement contains the entire agreement between the employee and
Mphasis. Mphasis reserves the right to amend the terms of the agreement with
prior intimation to you. This agreement supersedes any prior agreements or
understandings between the parties relating to the matter of proprietary rights
and / or non-disclosure.
17.2. This agreement is made under and shall be construed according to the laws
of India. Employee agrees to submit to the jurisdiction of the courts of Bangalore
(Karnataka).
17.3. This agreement shall remain current and in force, irrespective of whether
you are under employment of Mphasis or not.
17.4. Should any part of this agreement be declared illegal or unenforceable,
the parties here to will co-operate in always open to them to obtain substantially
the same result or as much thereof as may be possible, including taking
appropriate steps to amend, modify or alter this agreement.
If any term or provision of this Agreement shall be hereafter declared by a final
adjudication of any tribunal or court of competent jurisdiction to be illegal,
such adjudication shall not alter the validity or enforceability of any other term or
provision unless the terms and provisions so declared are expressly defined as a
condition’s precedent or as of the essence of this agreement, or comprising an
integral part of, or inseparable from the remainder of this agreement.

18) Background Verification Clause

18.1) The employee understands and acknowledges that the Company has
offered you employment at the Company basis the information and
documentation provided by you including with respect to your educational
qualification, previous employment, work experience, criminal / other litigation
history and other relevant information and documentation provided for the
purpose assessing your competency, suitability and fitment for employment at
the Company. You acknowledge and agree that the Company / duly empaneled
vendor(s) of the Company shall verify and validate the information and
documentation provided by you at the time of your interview / assessment /
selection process including details pertaining to your educational qualification,
prior employment and work history, the nature of the position held, details of
salary, tax deducted at source (including deposited) by your prior employer
organization, Provident Fund and other statutory contributions paid by such
employer organization, appraisal of your performance, capabilities and
character, residential address, personal background details, and any other
information as maybe deemed necessary and pertinent for the purpose of
background verification.
18.2) The employee hereby confirms that all of the information, documents,

CIN: L3007KA1992PLC025294
and statements provided by the employee are true, complete and accurate,
and acknowledge and agree that submission of incorrect, or false information,
statements, or documentation, or omission, or misrepresentation of any facts,
information, or documentation may result in the Company taking appropriate
legal action against you including but not limited to termination of your
employment.

CIN: L3007KA1992PLC025294
 Acknowledgement and Acceptance of Appointment with Mphasis

I, Neeles Mandal have read and understood the above terms and conditions
governing my employment with the company and hereby accept the above-
mentioned appointment in totality.

I confirm my acceptance of the offer and shall report for work on May 12,
2023.

Signature : $Signature

Date : $Date
08 May 2023, 12:31 PM UTC

CIN: L3007KA1992PLC025294
 ANNEXURE – 3

List of mandatory documents that needs to be uploaded in the tool as part of your offer
release process and to proceed further with your onboarding formalities.

Sl.
Details Description
No
1. Photograph Soft copy of white background passport size photograph
Highest education; i.e.; degree / post-graduation completion
Education
2. certificate (Provisional Certificate/ Consolidated Marks sheets/
Documents
all semester marks card)
Identity
3. Passport/ PAN Card/ Election ID/ Driving Licence/Aadhaar Card.
Proof
Current Employment: last 3 months salary slip along with a
Employmen copy of the offer letter
4
t Details Previous Employment: Relieving letter/ experience letter
(which captures start date, end date & position details)
5 LOA Signed Scanned copy of - Letter of Authorization (LOA)

Please note, your offer has been made based on the information furnished by you.
However, if there is a discrepancy in the copies of the documents/certificates given by
you as a proof in support of the above, the company reserves the right to revoke the
offer. Being an ISO certified company, it is important for you to submit these documents
on or before your date of joining us. Your joining the Company is subjected to you
furnishing all of the above documents and duly verified by Mphasis.

Digitally signed by DS MPHASIS LIMITED 1

Date: 2023.05.08 11:40:23 GMT
Reason: Authorised by Srikanth Karra
Location: Bangalore

CIN: L3007KA1992PLC025294