CYI ENT

19 February 2015

PRIVATE & CONFIDENTIAL

Dear

EMPLOYMENT CONTRACT- MAXIMUM TERM

I am pleased to confirm the offer to you of employment with Cyient in the position of Customer Service Rep/Bill Reprint. The terms ofthis offer are set out in this letter being your Employment Contract.

1. Commencement and Employment Type

1.1. Your employment with Cyient will commence no later than the 4th of May 2015, and will be on a Maximum Term full time basis. Cyient will advise the commencement date.

1.2. You will be employed in the position of Customer Service Representative/Bill Reprint in the Enhanced Order Management {EOM) team on the Telstra Project located in Ballarat, Victoria and you will be working specifically in the Telecommunications division .

1.3. Your employment will terminate when Cyient are no longer required by Telstra to provide this service on the Telstra Project in EOM (the Maximum Term), unless your position is terminated earlier by either party in accordance with this contract.

1.4. Nothing in this Contract should be construed as a guarantee or a representation that Cyient will employ you until the Telstra Project is completed .

1.5. Your employment is subject to you having the appropriate and legal working rights in Australia. You agree and acknowledge that you are legally entitled to work in Australia as a citizen of Australia, a permanent resident or holder of a current and appropriate visa to work in Australia.

1.6. Your employment is subject to you undertaking a National Police Check and you not having a police record that is inconsistent with your employment with us. You agree that we may delay, alter the terms of your employment or terminate your employment if: (a) if the outcome of a National Police Check is not known to us prior to the commencement of your employment; or (b) if the National Police Check indicates a police record that is inconsistent with your employment with us. This Employment Contact is also subject to Clause 4.1 being the successful completion of a Probationary Period.

2. Reporting

2.1. You will report directly to the Site Leader. However, your manager may change during your employment, as per business requirements at that time.

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CYII::NT 3. Office Location and Hours of Work

3.1. Your normal place of work will be at Ballarat, Australia or such other office of Cyient or any related company or client as Cyient may reasonably require.

3.2. You may be required to travel and work elsewhere in Australia or overseas in the performance of your duties and responsibilities.

3.3. Your standard weekly working hours will be 38 hours. lt is understood however, that hours may vary in order to comply with Cyient's commitment to the highest standard of professional performance.

3.4. Given the nature of your role, you acknowledge that from time to time you may be required to work reasonable additional hours in order to perform your responsibilities and duties including work on evenings, weekends and public holidays.

3.5. Where there is a requirement for overtime to be worked and this has been discussed and agreed to by a supervisor/manager, then overtime pay will be applicable. In all other instances, your pay represents payment for all those hours so worked. Overtime will be paid in accordance with the Award.

4. Probationary Period.

4.1. This offer of Employment is subject to the satisfactory completion of a three (3) month probationary period, at which time your appointment in the position may be confirmed. During this period either party may terminate employment for any reason by giving five (5) working days' notice, or as agreed.

4.2. During your probationary period your Manager will assess your suitability for continuing the contract. If you fail to meet the standards and normal expectations, your employment may be terminated with one (1) weeks' notice at the sole discretion of Cyient.

4.3 . The Probationary Period may be extended, prior to the completion of the original three (3) months if there has been a significant period of absence due to illness or injury. If this occurs, the probationary period will be extended only by the period of absence that prevented the effective operation of the initial probationary period. Termination within the probationary period is not deemed as dismissal.

5. Remuneration and benefits

5.1. Your hourly rate will be $19.64 + 9.5% superannuation

5.2 . The relevant Award to this contract is the Telecommunications Services Award 2010 5.3. lt is agreed that at the termination of your employment, however occurring, and where

applicable, your accrued entitlements in respect of long service leave, annual leave will be assessed the hourly pay rate.

5.4. In accordance with the Compulsory Superannuation Scheme Legislation, Cyient will contribute the required minimum amount of your taxable remuneration to the nominated superannuation fund on the Employee's behalf.

5.5. You are required to nominate your choice of Superannuation Fund within 28 days of their commencement date. If a nomination is not received within this timeframe, superannuation will be paid on behalf of the Employee into the company's default Superannuation Fund, currently Hesta.

5.6. Remuneration will be paid fortnightly directly into your bank account, however you will be provided with notice should there be any changes made to the pay cycle. Without limiting any other right, if you are overpaid, you agree that Cyient may in consultation with you recover on a

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CYII!NT reasonable basis the amount of the overpayment from one or more subsequent instalments of salary.

5.7. Tax deduction applicable on your pay will be deducted from your pay and will be paid to ATO.

6. Duties

Your manager will provide you with your key responsibilities in regards to your role working on the Telstra project.

6.1. Your general duties to Cyient include: a) Comply with the requirements contained in Cyient's policies, which can be found on

the Cyient Policies & Procedures database; b) Devote your full time and attention to the performance of your position and duties c) You must refrain from directly or indirectly carrying on or being engaged concerned

or interested in any other business trade or occupation other than Cyient.

7. Annual Leave

7.1. As an employee of Cyient, and in accordance with the Fair Work Act 2009, you will be entitled to four (4) weeks paid annual leave per year which accrues progressively throughout the year. Notification to the Employer should be given as soon as is reasonably practicable.

7.2. When an amount of 6 weeks or more leave has accrued, you may be required to take some leave or cash out of annual leave to reduce your amount of accrued leave if this is permitted under a relevant modern award. This will require prior discussion and approval from your direct manager and should not affect the client's current work activities/workflow. Cashing out of Annual leave requires a 4 week Annual Leave balance to remain as a minimum, and in line with Fair Work guidelines, a separate written agreement on each occasion that leave is cashed out.

7.3. Compulsory leave may be required during the Christmas and New Year period due to office and operational activity/annual shutdowns. This can be taken as annual leave or unpaid leave.

7 .4. You agree to pay back to Cyient on termination any annual leave taken in excess of your accrued entitlement. Cyient may deduct this amount from any amount due to you on termination.

8. Personal/ Carer's Leave

8.1. In accordance with the Act, you are entitled to ten (10) days paid personal I carer's leave per year. During your first year of employment this leave shall accrue at one (1) day per month for the first ten (10) months. After the first year of employment, personal/carer's leave shall accrue progressively throughout the year.

8.2. You may take paid personal/carer's leave if the leave is taken: (a) Because you are not fit for work because of a personal illness, or personal injury; or (b) To provide care or support to a member of your immediate family, or a member of your

household, who requires care or support because of a personal illness or personal injury; or an unexpected emergency.

8.3. In addition, you are entitled to 2 days of unpaid carer's leave for each permissible occasion when a member of your immediate family or a member of your household requires care or support because of a personal illness, or personal injury or an unexpected emergency. Youcannot take unpaid carer's leave if you could instead take paid personal/carer's leave.

8.4. To be entitled to personal or carer's leave you are required to notify your manager as soon as is reasonably practicable of your inability to attend work through sickness or your intention to take carer's leave and the estimated duration of your absence. Any absences from work for more than

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CYIENT two {2} consecutive days must be supported by a certificate from a qualified Medical Practitioner or other satisfactory evidence.

8.5. Personal I carer leave is cumulative, but will not be convertible to payment at the termination of this contract or the termination of employment.

9. Compassionate Leave

9.1. In accordance with the Act, the you will be entitled to maximum of two {2) days paid compassionate leave for each permissible occasion when a member of your immediate family, or a member of your household contracts or develops a personal illness that poses a serious threat to his or her life or sustains a personal injury that poses a serious threat to his or her life or dies.

9.2. You may take compassionate leave for a particular permissible occasion if the leave is taken to spend time with the member of your immediate family or household who has contracted or developed the personal illness, or sustained the personal injury or after the death of the member of your immediate family or household.

9.3. You may take compassionate leave for a particular permissible occasion as: a. A single continuous 2 day period; or b. 2 separate periods of 1 day each; or c. Any separate periods to which you and your manager agree.

10. Parental Leave.

10.1. You are entitled to parental leave in accordance with the Act. This leave may be a combination of paid and unpaid leave depending on your eligibility in accordance with the Fair Work Act 2009.

10.2. You must give the Company written notice of their intention to take any amount of parental leave at least 10 weeks before starting the leave or if that is not practicable, as soon as practicable.

10.3. Effective from the 1st January 2011, you may also be eligible for the Federal Government's Paid Parental Leave Scheme. To confirm eligibility and entitlement the Employee should make enquiries with the Family Assistance Office {FAO}. lfthe FAO determines the Employee does not meet its required eligibility tests then the employer is not required to provide Paid Parental Leave.

11. Public Holidays.

11.1 The Employee is entitled to public holidays as provided by the Act and any other day gazetted as a public holiday in and for the State of relevant State or Territory, without loss of pay. 11.2 You may be required to work on a particular public holiday unless you have reasonable grounds for not doing so.

12. Policies

12.1 You agree to comply with Cyient's policies and procedures, as amended or introduced from time to time. You agree to model appropriate behaviours to promote and ensure compliance with the Cyient's policies.

12.2 To the extent that the contents of policies or procedures refer to obligations on the Cyient you agree that they are guides only and are not contractual terms, conditions or representations on which you rely.

12.3 Cyient is an equal opportunity employer. Cyient's EEO Policy reflects the spirit and intent of related Federal and State legislation in Australia. You must comply with Cyient's EEO Policy and respect the rights of your fellow eo-workers and other Cyient employees, by supporting and promoting the achievement of equal opportunity.

13 Confidential Information

13.1 The Employee agrees that:

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a)

b)

c)

d)

13.2 a) b)

c)

14

14.1

14.2

14.3

14.4

CYII!NT During the course ofthis Agreement and following termination of your employment, including at

the completion of the Term, you will not use, reproduce or disclose to any person, firm or

company any information coming into your knowledge or possession which relates to the affairs or the business of Cyient, any Client, or to the work performed by you, except in so far as that use, reproduction or disclosure may be necessary for the proper performance of duties. This obligation includes, without limitation, the names and addresses of any Client or business associate, Affiliate or employee of Cyient and information relating to the methods of operation, marketing, finance, fees, costs, business systems and techniques of Cyient or its Clients, but excludes information which is in the public domain at the time of receipt of that information or which subsequently enters the public domain other than by reason of a breach of this obligation by you.

You will use your best endeavours to prevent the unauthorised use, copying or disclosure of the information referred to above by third parties. Confidential Information will only be used for the benefit of Cyient and in the proper performance

of your duties and will not be disclosed to any person without the prior written consent of Cyient. Customer Confidential Information will not be used or disclosed except to the extent permitted by the Customer and/or the Company for the purposes of you properly performing your obligations under this Agreement.

You acknowledges and agree that: All Confidential Information is confidential to Cyient, All Confidential Information that may come into existence at any time after the date of this Agreement and during the Term whether as a consequence of this Agreement or otherwise is

confidential to Cyient, All Confidential Information that is created by you in the course of the provision of providing services is confidential to Cyient.

Ownership of Inventions

All inventions, ideas, concepts, discoveries, techniques and improvements{including without limitation computer software) {"Inventions") which you may conceive or develop {whether alone or not) during the period of your employment {whether or not during business hours) and which

relates to or is connected with any of the matters which have been, are or may become the subject of Cyient's affairs or business, or of any of its clients, or in which Cyient or its clients have

been, are or may become interested, shall be the exclusive property of Cyient and form part of Cyient's confidential information. You agree to immediately disclose all inventions to Cyient and you assign all of your present and future right, title and interest in any invention to Cyient. You will take any action that may be necessary to give full effect to the provisions of this

Agreement, including without limitation any steps necessary or desirable to : {i) assign to Cyient or its nominee any rights in respect of any invention; and/or (ii) assist Cyient or its nominee to make a patent application in respect of any invention. You consent to all acts or omissions of (or for the benefit of) Cyient or any affiliate which would otherwise constitute a breach of any moral rights which you may have in relation to any works or

other copyright subject matter which is connected with your employment.

15 Covenant not to compete or solicit customers

15.1 In the course of your employment with Cyient, you may have access to, and may acquire knowledge of confidential and proprietary company information. This information includes,

without limitation: marketing and strategies; customer names, needs, commercial details such as pricing and other information; client potential; and other types of information which would place the Company at a competitive disadvantage if known by or revealed to competitors or customers.

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CYII!NT Accordingly you agree not to disclose to any person or entity any of company's confidential information or its confidential commercial, marketing and technical information.

15.2 The Employee undertakes and covenants with the Company not to solicit or attempt to solicit any employees of the Company with a view to inducing them to leave the employment of the Company.

15.3 The Employee must not during the Term of employment and for a period of 6 months thereafter solicit or attempt to solicit any contractors or consultants engaged by the Company during the Term or any part thereof.

16 Data Protection and privacy

16.1 You must not access, use, disclose or retain personal information held in connection with any client or fellow employee except in the proper and lawful performance of your job role and pursuant to the provisions of the Privacy Policy.

16.2 If you deal with Personal Information, you must comply with the requirements of: a) the Privacy Act; b) any applicable State legislation regarding privacy; and c) Cyient's policies

16.3 You acknowledge that as a result of and during the course ofthe Employment, Cyient will obtain Personal Information (including health, medical and other sensitive information) about you.

a) You consent to Cyient: b) obtaining this Personal Information; and c) disclosing this Personal Information to other parties for the purposes of conducting

its business, and as otherwise outlined in Cyient's policies 16.4 If you have any issues or concerns in relation to the implementation of the Privacy Policy or the way your personal information is dealt with under Cyient's normal business practices, you agree to immediately advise the Data Privacy Officer in writing from time to time and the Data Privacy Officer will then take all appropriate and practicable steps to ensure the concerns and issues you have raised are adequately addressed and if appropriate rectified.

16.5 You agree to: a) Comply with the Privacy Policy where it deals with the processing of sensitive information about you, which comprises personal data about racial or ethnic origin, political opinions and memberships, religious or other similar beliefs, trade union or association membership, physical or mental, sex life or criminal records to the limited extent, and for the purposes, described in the Policy; b) Comply with the transfer worldwide, of personal information, including sensitive information, held about you by Cyient to other employees and offices of Cyient's worldwide organization for the purposes listed in the Policy and to third parties.

16.6 The references in this clause to information "relating to you" or "about you" include references to information about third parties such as your spouse and children(if any) which you provide to Cyient on your behalf.

17 Authority

17.1 You are not authorized to enter into any contract or similar commitment or to sign any document in the name of or on behalf of Cyient or any affiliate and are excluded from doing so unless authorised by the Board to do so.

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CYII::NT 17.2 You agree that the designation "Customer Service Rep/Bill Reprint" does not confer on you any

authority to bind Cyient or any Affiliate and no such authority will be inferred in any statement or representation made to third parties by you.

18 Suspension

18.1 The Company has the right to suspend you from duties, with or without pay, where we consider it necessary to adequately investigate allegations of misconduct or impropriety against you.

19 Termination

19.1 Cyient may terminate your employment without notice if you engage in serious misconduct, which includes:

Committing any serious or persistent breach of this Agreement; Fa iling to comply with a reasonable and lawful direction; Committing an act of dishonesty or fraud; Being intoxicated or under the influence of illegal drugs or drugs which have not been prescribed for you, while at work;

19.2 Unless clause 4 applies, you or Cyient may terminate this agreement by providing the following notice of termination:

Period of continuous service · Minimum notice period Less than 1 year 1 week 1-3 years 2 weeks 3-5 years 3 weeks over 5 years 4 weeks

You will receive an extra week of notice if you are over 45 years old and have worked for us employer for at least 2 years.

19.3 Cyient may at its discretion pay you the equivalent amount in lieu of all or part of any notice period relating to the termination of your employment under this Agreement.

20 Return of Company property, material and equipment

20.1 On termination of your employment, you will immediately return to Cyient all of its property in your possession or control, which may include (without limitation) all correspondence, documents, CD-ROMs, computer files, mobile telephones, lap top computers and office keys.

21 Survival Clauses

21.1 Notwithstanding termination of your employment for any reason, all clauses of this Agreement that are expressly intended to continue to be binding and enforceable will continue to be binding and enforceable. In addition, all obligations to pay any sum due prior to termination, keep Confidential Information confidential and all covenants not to compete, or solicit customers or employees and/or return and not use Intellectual Property or Company Property will continue to be fully binding and fully enforceable.

22 Definition and interpretation

22.1 Affiliate means "Related Body Corporate" as described by section 50 of the Corporations Act but excluding any holding company or subsidiary of Cyient or subsidiary of Cyient's holding company in respect of which you did not carry out material duties. 22.2 Act means the Fair Work Act 2009;

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CYIENT 22.3 Award means Telecommunications Services Award 2015 22.4 Client means; Telstra 22.5 Confidential Information means information of Cyient which is of a confidential character. Confidential Information includes: information which is specifically designated as confidential by Cyient or Clients; a) information which by its nature or the circumstances of its disclosure may be reasonably

understood to be confidential; b) trade secrets of Cyient; c) Intellectual Property of Cyient; d) information regarding the financial or business affairs of Cyient including, financial and

management accounts and reports; business and marketing plans and strategies; and market research information or surveys;

e) business systems, and operating procedures or manuals; f) Confidential Information does not include information that is publicly available at the

Commencement Date, becomes publicly available during or after the Employment without breach of any obligation of confidence by you, or was already in your possession (as evidenced by written records) at the Commencement Date;

23.6 Cyient or the Company means Cyient [insert details including ABN] and tis related body corporate 23.7 Personal Information has the meaning given to it under Part 11 of the Privacy Act 1988. 23.8 Property means property of Cyient and includes Confidential Information, Intellectual Property, documents, equipment, software, computer information (wherever it is stored), keys and access cards; 23.9 Telstra Project means engaged to work in the EOM team with the Telstra Project.

23 General provisions

23.1 This Contract supersedes any prior discussion, agreement or understanding on anything connected with the subject matter of this Contract.

23.2 If any provision of this Contract is unenforceable, illegal or void, that provision is severed and the other provisions ofthis Contract remain in force.

24 Governing Law

24.1 This Agreement is governed by and shall be construed in accordance with Victoria and where applicable, as per the guidelines laid down by Department of Immigration & Citizenship.

24.2 The parties submit to the exclusive jurisdiction of the courts of Victoria or any competent Federal Court exercising jurisdiction in Victoria. The dispute must be determined in accordance with the law and practice applicable in the court.

Please indicate your acceptance of this offer by signing and sending through by email a return copy of this Agreement no later than 20th February 2015 to the undersigned. Email: Vanecia Dehghani Hr.Apac@cyient.com

Yours truly,

On behalf of: Sanjay Krishnaa Sr. Vice President & Head of APAC

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.,

CYII::NT

DECLARATION

By signing this declaration you agree that: a) you have read and understood the above terms and conditions of employment. b) the information provided relating to past work experience, references and qualifications are

genuine and no details have been falsified. c) You are not bound by any obligations to any former employer that may affect your role and

employment with Cyient.

Signature:

Print Name:

Date:

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