ITO/1066504/07696804/Bangalore/April/V0

PRIVATE AND CONFIDENTIAL

April 9, 2018

Rmuralidharan Ramachandran

, India.

Dear Rmuralidharan Ramachandran ,

Welcome to Mphasis!

It was a pleasure meeting you to explore a career opportunity with Mphasis ITO Division.
Based on our discussions, we are pleased to offer you the position of Principal Infrastr Eng, in
Band 4,Level 5 with our organization. The gross compensation will be INR 950000/- ( Nine lakhs
fifty thousand 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.

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 April
16, 2018. The reporting time is 10:00 am. Please keep your recruiter informed, in case of an
advancement in the joining date.

Please endorse your acceptance on or before April 16, 2018.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 ANNEXURE - 1

Name Rmuralidharan Ramachandran

Band Band 4
Level Level 5
Designation Principal Infrastr Eng

MONTHLY GROSS ANNUAL GROSS

Basic 23750 285000
House Rent Allowance 11875 142500
Conveyance Allowance 1600 19200
Leave Travel Allowance 3000 36000
Domestic Medical Entitlement 1250 15000
Special Allowance 28643 343715
Ex-Gratia Bonus1 2000 24000
TOTAL FIXED CASH 72118 865415
Variable Pay2 3958 47500
TARGET CASH 76076 912915
COMPENSATION
Employer Provident Fund 2850 34200
Medical Insurance Premium 240 2885
TARGET COST TO COMPANY 79166 950000

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 (if applicable) 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.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 Additional Benefits.

• Additionally you shall be eligible for gratuity as per the gratuity act, subject to 5 years of
continuous employment with the organization.
• You are covered under Group Mediclaim Insurance for a sum insured of Rs.300000 p.a.
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 for Rs.500000 p.a.
• 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.

"You will be eligible for a one time Joining Bonus of 50000 subject to the condition that.

1.You will join us on or before the joining date mentioned.

2.In case you decide to leave the organization, on or before completion of two years from
your date of joining then the entire joining bonus will be recovered from you in full and final
settlement.

3.This payment will be subject to deduction of taxes as applicable."

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 ANNEXURE - 2

TERMS OF EMPLOYMENT

Your employment at Mphasis ("The Company") will be governed by the Company's policies as
modified from time to time. Copy of the present policy will be made available to you on your
joining the Company. 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. A working day shall comprise of nine hours.
1.2. You may be required to work on a shift basis. 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 of in advance.
1.3. At times you may be required to work beyond eight working hours.
1.4. 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 the company, you will be liable to be transferred or
deputed to any of the offices, departments of the Company 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 the Company's 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. Salary shall be reviewed on an annual basis depending on the date of joining and you
shall be notified of the amount of your salary entitlement for the succeeding year,
depending upon your performance during the year.
4.2. Notwithstanding the provisions of Clause 4.1, you acknowledge that it is the
Company policy to review the salary payable to its employees for successive financial
years and such reviewed salary may be higher or lower than the salary received for the
previous financial year depending upon the overall performance of the Company.
4.3. In addition to salary, you shall also be entitled to receive other benefits as applicable
under the Company 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.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 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 the Company is subject to termination on:
7.1.1. Two month's prior notice by either side
7.2. The Company 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 the Company, and
that your termination/resignation letter (by whatever name it is called) will be accepted by
the Company only on your satisfying the mandatory two months notice period as stated in
our Company's HR handbook. Further, till such time as the Company accepts your
resignation letter, you will be deemed to be an employee of the Company and the terms
and conditions of your employment will still continue to bind you.
7.4. The Company 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 the Company 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, being convicted
by any criminal court, being involved in fraudulent acts, etc) or commit any act which
in the opinion of the Company is likely to bring the Company any disrepute whether
or not such act is directly related to the affairs of the Company; or

7.4.3. You commit any breach of any of your duties or obligations under this
agreement or the policies of the Company.
7.4.4. There is a discrepancy in the copies of the documents/certificates given by you
as a 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.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 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 or
attempt to use the same, except for the benefit of the Company, and
9.1.2. Not to disclose or divulge the Confidential Information to any person or entity
without written authorization of the Company.
9.1.3. You agree to return to Mphasis all proprietary information, including copies on
paper, hard drive, disk, tape and other media, upon completion or termination of any
project or upon cessation of your employment with Mphasis IT Services.
9.2. For the purposes of Clause 9.1., "Confidential Information" means any Company
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 the Company with whom you
become acquainted), markets, software, developments, inventions processes, 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 the Company in any country or
jurisdiction (until the same is generally available to the public), and any other business
information of the Company 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 in tangible 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 the Company, or
which is generally known outside the Company.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 9.3. You understand that retaining the confidential nature of the confidential information is
of utmost importance to the business of the Company and in addition to the terms
stipulated in this agreement herein you agree to execute a Non Disclosure Agreement
with the company.

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 the Company shall belong to the Company absolutely.
10.2. You agree, at the Company's expense, to provide, during and after this
employment, all such assistance as the Company reasonably considers necessary, to
secure the vesting of such rights in the Company 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

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 the
Company 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 the Company to other
employees and offices of the Company's 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 the Company 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

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 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 Company
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 will certify to maintain Customer 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 the Company 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.3 lakhs shall be payable by you to
Mphasis as damages.

13) Non Solicitation of Employees and Clients

You agree that during the period of your employment with the Company, 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 the Company, 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 the Company; or
(B) solicit, divert, take away, hire, or recruit, or attempt to solicit, divert, take away, hire,
or recruit, the business of any client, customer, potential client, potential customer,
person, or entity with whom Employee had dealings as an Employee of the Company
for any purpose related in any manner to the business of the Company.
(C) You agree the foregoing restrictions are reasonable both as to time and extent
given the nature and scope of the Company's present business and the duties of your
employment.

14) Warranty
14.1. You warrant that your joining the Company will not violate any agreement to which
you are or have been a 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 the Company.
14.3. You warrant that you will comply with all Mphasis applicable policies and standards
and shall perform your services in a 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.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 15) Indemnification
You agree to indemnify the Company for any losses or damages sustained by the
Company 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 calendar month in which your 60th birthday
falls.

17) General
17.1. This agreement contains the entire agreement between the employee and Mphasis,
and no alteration or variations of the terms of this agreement shall be valid unless made in
writing and signed by both the parties here to. This agreements 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
hereto will co-operate in all ways 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
conditions 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

We are considering all the details given by you in your resume and references provided
are to the best of your knowledge. This offer letter can be withdrawn anytime if any of the
details provided in the resume or reference check happens to be negative.

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 Acknowledgement and Acceptance of Appointment with Mphasis

I, __________________________________________________ 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 April 16, 2018.

Signature : _____________________________________
Name : _____________________________________
Date : _____________________________________
Place: : _____________________________________

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294
 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. No Details Description

1. Photograph Soft copy of white background passport size photograph
Highest education; i.e.; degree / post-graduation completion certificate
Education
2. (Provisional Certificate/ Consolidated Marks sheets/ all semester marks
Documents
card)

3. Identity Proof Passport/ PAN Card/ Election ID/ Driving Licence

Current Employment: last 3 months salary slip along with a copy of the
Employment offer letter
4
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.

You are required to report to the HR department on your day of joining.

Contact Person : Jayshree V

Contact Number : 08033525566

Contact EmailID : Jayshree.v@mphasis.com

Office Address : Mphasis Limited,

Bagmane World Technology Centre, WTC 4,4th Floor,
K. R. Puram Marathahalli Ring Road, Doddenekundi,
Bangalore 560048.

Reporting Time : 10.00 am

Digitally signed by SRIKANTH KARRA

Date: 2018.04.09 18:12:16 +05:30
Reason: Authenticating Service
Location: Bangalore

Mphasis Limited,
Registered office: Bagmane World Technology Centre, Marathahalli Outer Ring road, Doddanakhundi Village, Mahadevapura , Bangalore 560048, India
T: +91 080 3352 5000 | F: +91 080 6695 9943
CIN:L30007KA1992PLC025294