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Pegasus InfoCorp - Terms of Employment

1. Background

1.1. Employment at Pegasus InfoCorp Private Limited (hereinafter “Pegasus InfoCorp” or “the Company) will be
governed the Terms of Employment, the Offer Letter, the Leave Policy, the Tax Policy and such other
policies as may be circulated by Pegasus InfoCorp from time to time. It is reiterated that, whenever any
policies are revised, the same will be provided to the employees for their reference.

1.2. A copy of the present policy will be made available to you by the Company. The applicant is mandated to
read through the Terms of Employment and confirm that he/she has read and understood each of the
conditions contained herein and undertakes to abide with the offer letter, the terms of employment and all
other policies of Pegasus InfoCorp during the continuation of his/her service with the Company.

1.3. The current version of the Company policies is mentioned in this document. You agree to read and abide
by these terms of employment.

2. Confidential Information

2.1. Employee acknowledges that all Company information and knowledge base, including but not limited to,
Company clients, employee or associate or consultant names and contact details, employee specific details
(including salary, salary revisions, policies and terms of employment), future prospective client details,
Company databases, source code, any and every document (including project details and agreements),
emails, processes, policies and practices, are confidential information. Information, which is already in the
public domain will not come within the meaning of Confidential Information.

2.2. In addition to the Confidentiality clause contained in this Terms of Employment, you undertake to abide at
all times to the Confidentiality clause contained in the Offer Letter.

2.3. Non-compliance with this clause or the terms contained in the Offer Letter will result in breach of contract
by the employee and such employees shall be liable to indemnify Pegasus InfoCorp for all costs, expenses
including but not limited to legal expenses incurred in connection with such breach by the employee.

3. Non-Disclosure

3.1. The Confidential information stated in clause “2” above shall be used or shared only for Company work,
with other employees/ associates/ consultants working in the Company on a need to know basis and only
through official emails provided to each of the employee by the Company and subject to prior approval of
the concerned managers or seniors or alternatively by ratification of such email correspondence by the
concerned manager.

3.2. Any and all such exchange of information shall be during your period of employment with the Company.
Employees are prevented from exchanging any Confidential Information post termination of employment
and such restriction shall extend to a period of three (3) years and every outgoing employee acknowledges
to adhere with this policy.

4. Non-Solicitation:

4.1. Notwithstanding anything contained in the Clause 11 on Separation Policy, for a period of three (3) years
after leaving the Company, you will not directly or indirectly work, contact or communicate with any of the
Company’s past or present clients, present accounts, prospects, potential clients, business partners, or any
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business contact of the Company. If you receive any direct or indirect offer (such as a job, contract,
freelance, business or professional engagement) or from any of these entities, you will immediately update
the Company about the same and send a copy of the same to the Company.

4.2. During your period of employment with the Company and for a period of three (3) years after leaving the
Company, you will not start individually or in a group, any business or freelancing activity that offers the
same services or similar services as that of the Company.

4.3. During your period of employment with the Company and for a period of three (3) years after leaving the
Company, you will not, directly or indirectly, work in any Company started by any ex-employee or ex
associate or ex consultant of the Company. You will also not work in any Company, in which any of the
Company’s ex-employees, or ex-associates or ex-consultants has a significant share- holding, or is a
director, or is a part of the senior management / founding team.

4.4. In the event the leaves the Company, either initiated by the Company, or by the employee himself, the
employee shall not solicit, divert, recruit, refer or recommend any employee from the Company for a
period of three (3) years commencing the last day of your employment with the Company.

4.5. The Company may pursue appropriate legal action if this policy is breached.

5. Holidays:

5.1. Every employee shall be eligible for 10 days of annual holidays. These holidays will be extended as per the
holiday list of the Company provided to the employee. Any employee who joins employment in the middle
of the annual year shall be eligible for the balance potion of the 10 holidays and shall not be eligible for
holidays which have already lapsed. For the subsequent year, such employees will be eligible for the entire
10 days, subject to his continuation of employment and other terms contained in this policy.

5.2. In addition to the 10 days of annual leave stipulated in point “5.1” above, every employee shall be eligible
for 1.5 (One and a half) days of leave per month which will be accumulated cumulatively over time.

5.3. For the first 3 (Three) months after joining no leave is allowed. However, from the 4​th month onwards, the
accumulated leave can be used. Employees can apply for leave by filling and/or submitting the leave
application form. The leave form can either be approved or denied by the reporting manager / senior
manager.

5.4. In case of emergency or during sickness, when leave cannot be applied for in advance, it should be
submitted within one day from the day of return from leave. In such cases, employees need to call and
update their reporting manager and also to Human Resource (hereinafter “HR”) Vertical before 11 am on
the day of taking leave. Sick leave or medical leave in excess of three continuous days shall require the
employee to furnish medical certificate from a qualified medical practitioner for independent verification.

5.5. Employees proceeding on leave without approval, or employees taking emergency leave / sick leave
without updating as above, will be deemed to be on LOP (Loss of Pay) with salary being deducted for those
days. In addition, any employee who exceeds the leave as provided in clause “5.2” above, shall also be
subject to Loss of Pay.

5.6. Beyond the accumulated leaves, if additional leave is required, it shall be only for genuine and bonafide
reasons and the same needs to be taken cautiously and informed to the immediate senior as stated in
clause ​“​5.2​” above. It is emphasized that, leaves availed in excess of the accumulated leave will result in
reduction of proportionate amount from the monthly salary calculated on the basis of the number of
working days for that month.
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5.7. Salary deduction for any leaves taken beyond the approved leaves will be calculated on the basis of the
number of working days in that month.

5.8. Accumulated leaves can be encashed every year in December partially or fully as per the employee’s
choice. The per day encashment amount for each leave will be calculated as 60% of the total Cost to
Company (hereinafter “CTC”) applicable for that month in which the leave balance is to be redeemed. If an
employee intends to encash balance leaves, they must update HR Vertical on the same (on the number of
leaves to encash) in the first week of December.

5.9. For employees that are working from a client’s location, the holiday policy may vary based on the client’s
holiday policy.

6. Work Timings:

6.1. The normal work timings for weekdays are for a total of 9 hours 30 minutes on weekdays, with a minimum
of 9 hours that need to be logged in.

6.2. There are 2 (two) Saturdays working each month for half days (4 hours per day) each. The team leads /
immediate managers may also require employees to come on some other Saturdays based on their
discretion and Company priorities.

6.3. No official tea/coffee break will be given but a total of 30 minutes is counted as non-productive hours so
that much time can be used for such purposes.

6.4. Lunch break can be taken of 45 minutes.

6.5. The specific work timings / shift will be updated to employees by their immediate manager. This will be
based on the timings the employee is required to be present at office for different reasons (e.g. client
meetings, client support, internal meetings etc)

6.6. If the concerned employee is unable to record in the attendance system, update the HR Vertical within a
day (with reasons) for internal records (e.g., Work from home, forgot to log in/ log out etc.) then the
attendance shall be updated at the earliest and the HR Vertical shall be informed about the same forthwith

6.7. For employees that are working for a specific client, the work timings policy may vary based on the client’s
work timings.

7. Internet Access:

7.1. Internet access should be used primarily for any work allocated to the concerned employee.

7.2. Internet access for gaining knowledge in technologies useful to the Company is allowed as long as it does
not interfere with the above rule of internet access.

7.3. All internet access shall be monitored and logged by the Company.

7.4. Internet access for personal mails can be used, but only sparingly, as and when required.

7.5. Logging on to messenger for personal reasons is allowed only during lunch breaks or the 30 minute
“non-productive hours”
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7.6. For downloading anything of size greater than 50 MB, employees should obtain prior permission from the
reporting manager or immediate senior.

8. Code of Conduct:

8.1. Professional, corporate behavior and etiquettes are expected out of every employee.

8.2. This includes giving respect to the immediate managers, project managers and Company management, and
following the instructions that are given to the concerned employee. This also includes working sincerely
and productively during office hours. At certain occasions based on critical work priorities, the managers
may request the concerned employee to put in extra time and efforts. It is mandatory to follow all such
instructions from the respective managers, without any negative attitude or conducting themselves in a
non-conductive manner..

8.3. Employees are required to conduct themselves in a manner that keeps the name of the Company, and it’s
associates, employees and management, in good repute. For any issues faced by employees, they are
required to discuss this directly with the HR vertical at Pegasus InfoCorp only. Employees should not
discuss this with their colleagues, managers or clients unless required to do so by the HR Vertical of the
Company.

8.4. For any employee related discussions such as salary revisions, full and final settlement, change of location,
terms of employment etc, employees are required to discuss this with the HR Vertical at Pegasus InfoCorp
only. Employees should not discuss this with their managers or clients unless required to do so by the HR
vertical of the Company.

8.5. Employees who are serving notice period are mandated to comply with the Code of Conduct and are
expected to behave in a professional manner and proactively complete all their assignments. If the
situation demands, employees serving notice period are expected to assist their fellow colleagues in
diligently completing the work undertaken by their team. The outgoing employee undertakes to abide by
this term and acknowledges that any non-compliance with this code of conduct, including this sub-clause
8.5 would result in appropriate action being against him/her as stated in clause 10 below during the notice
period. Employees serving notice period are discouraged to spend their time in an unproductive manner
either chitchatting or browsing or de-motivating other employees from completing their service
deliverables. Failure of an employee to adhere with this clause, will result in action being initiated against
him as per clause 10. It is pertinent to note that, prior to taking action against any continuing or outgoing
employee, he/she will be given an opportunity of being heard by the HR Vertical of Pegasus.

8.6. In addition to the Confidential Information and Non-Disclosure stated above, preserving the Company’s
data, business plans, its client details and maintaining any and all secrecy of the Company’s business forms
are integral part of the employees Code of Conduct.

8.7. Any violation in the employee code of conduct shall result in immediate termination, and in this case any
documents and/or salary payments of such employee will be withheld indefinitely.

9. Bond:

9.1. Specific employees of the Company are required to execute a bond with the Company confirming that
he/she will not resign from the services of the Company during the tenure of the Bond.
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9.2. The employee executing the bond acknowledges that the Company has incurred substantial cost and
expenses in training him and in the event that he/she terminated from employment within the period
stipulated in the Bond, such termination would result in irreparable loss to the Company and the only way
to recover the cost, expenses and investments made by Pegasus InfoCorp would be to enforce the Bond as
executed in clause 9.1 above.

9.3. In view of clause 9.2 herein above, the employee undertakes and acknowledges that if there is a breach of
the terms contained in the bond, it shall be deemed to be a breach of the Offer Letter, the Bond and the
Terms of Employment.

9.4. After the expiry of the bond period, if the employee intends to resign from the services of Pegasus, he shall
adhere to the terms of the Offer Letter and the Terms of Employment and serve his notice period as
contained in the Offer Letter.

10. Resigned Employees:

10.1. If, at any time during the notice period, the HR Vertical is of the view that the out-going employee is not
adhering to the code of conduct as stated in clause 8 or are not attending to their professional obligations
with at most sincerity or integrity or honesty, it shall give him a reasonable notice to improve his
performance.

10.2. If, despite the notice, the out-going employee fails to meet up to the performance required, then the HR
Vertical may terminate the employee on an immediate basis and have the right to adjust from the full &
final settlement of salary of the out-going amount, such amount as may be reasonably attributable to his
negligence during the notice-period.

10.3. On the contrary, if the out-going employee fulfills his commitments to the satisfaction of his reporting
manager, then there will be no such adjustments to the full & final settlement made by Pegasus InfoCorp.

11. Separation Policy

11.1. Any employee resigning from the Company has to give two (2) months’ notice period. No leaves, for any
reason whatsoever, are allowed in the two (2) month notice period. However, Company reserves the right
to shorten the notice period. In this case, salary payments will be made until the final relieving date.

11.2. In case the Company requires to terminate employment, a two (2) months’ notice period will be provided.
In the event, the Company decides to relieve the employee immediately, the Company will provide two (2)
months of the basic component of the salary. In the event that the employee gets an alternative job within
the two (2) month period from the date of serving notice, the Company shall pay the basic component of
the salary till the date the employee joins the alternate job.. This clause will not be applicable if
employment is terminated for performance reasons or any kind of policy violation.

11.3. No leave encashment is permitted during the two - month notice period.

11.4. During the notice period, the employee needs to continue to strictly follow all Company policies and the
accepted code of conduct as stated in clause 8. The notice period and reason for resignation/ termination
of employment is confidential information and is not to be shared with other employees. This information
has to be shared with HR Vertical only. Any violation of the confidentiality clause or of the code of conduct
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during the notice period may result in immediate termination and salary payments will be withheld and
there will be no issuance of any letters or certificates by the HR Vertical to such employee.

11.5. During the probation period, a two (2) week notice period is required from an employee who’s resigned
from the Company. No leaves, for any reason whatsoever, are allowed in the two (2) week notice period.
However, Company reserves the right to shorten the notice period. In this case, salary payments will be
made until the final relieving date.

11.6. In case the Company requires to terminate employment during the probation period, the Company will
provide a two (2) weeks notice. In the event, the Company decides to relieve the employee immediately,
the Company will provide two (2) weeks of the basic component of the salary. In the event that the
employee gets an alternative job within the two (2) weeks period from the date of serving notice, the
Company shall pay the basic component of the salary till the date the employee joins the alternate job..
This clause will not be applicable if employment is terminated for performance reasons or any kind of
policy violation.

11.7. The HR Vertical will provide a single ‘resignation received’ email after a week of resigning.

11.8. The full and final settlement shall be made to the employee within three (3) months from the last date of
service, subject to the employee satisfactorily completing the Notice Period and all exit formalities. The
experience certificate will also be provided at that time.

11.9. The Company may pursue severe legal action if this policy is breached. All further documents and
settlements will be withheld in this case.

12. Absconding:

12.1. In addition to clause 13 of the Offer Letter on Absconding, the following points are pertinent to the
employees.

12.2. No employee is permitted to abscond from work during the continuation of the Terms of Employment. It is
pertinent to note that employees who are on probation and intend to resign from the Company, should
serve a notice of at-least two (2) weeks and confirmed employees to serve a notice period of two (2)
months.

12.3. For the purpose of this policy, an employee is said to abscond from employment under any one or
cumulatively all of the following conditions.
12.3.1. Stops attending/coming to office without serving the required notice period of two months and
such failure to attend or come to office continues for a period of ten (10) days from the date of his
last attendance.
12.3.2. Avoids taking calls from his/her manager or senior or from the HR Vertical or failure in returning
emails or responding to messages within a reasonable time.

12.4. It is hereby acknowledged by the employee that any act of absconding jeopardizes the interest of the
Company and causes irreparable loss to the Company and such loss shall be compensated by the
absconding employee to the Company, without any delay or demur.
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12.5. The absconding employee will be liable to compensate the Company, a minimum of 3 (three) months CTC.
In the event, the absconding employee fails to make such a payment within one month from the date of
notice for payment of the said amount, He/she shall be liable to pay interest at the rate of 2% per month
for the delay till the actual date of making such payment. For the purpose of this clause, CTC shall mean the
gross monthly salary last drawn by the absconding employee.

12.6. The employee acknowledges that if for any reason, he/she absconds from the Company, the Company shall
not be liable to pay his full and final settlement nor shall he/she be eligible for any bonus or termination
pay.

12.7. Any failure of the absconding employee to adhere with this clause will result in the Company taking up
appropriate legal actions against such absconding employee. In addition to the three months CTC, the
employee shall be liable to pay to the Company legal cost and expenses, and attorneys fees which the
Company may incur to recover their legitimate dues arising on account of the breach.

12.8. The absconding employee acknowledges that he/she has clearly and fully aware and understood the
implications of this clause. Breach by him/her of this clause may also result in criminal actions being
initiated against such absconding employee.

13. Representations and Warranties:

13.1. The employee warrants that his/her joining the Company will not violate any agreement to which he has
been a party to.

13.2. The employee represents and warrants that he/she will comply with all applicable policies and standards
of the Company and shall perform their services in a manner consistent with the professional standards of
the Company.

13.3. That, there are no criminal cases or civil suits or police complaints or investigations currently being
underway.

13.4. That the employee has not been convicted by any Court or Tribunal etc. for any offence involving moral
turpitude and that there are no orders/decree or judgement issued by competent authorities against him
which would be prejudicial to the interest of Pegasus InfoCorp, if the employee were to join Pegasus
InfoCorp. Upon signing of the Offer Letter and this Terms of Employment, both the documents and every
other policy of the Company shall bind on the employees and non-compliance of any one of the conditions
would result in appropriate action against such non-compliance or breach.

14. Indemnification:

The employee agrees to indemnify the Company for any losses or damages sustained by the Company,
caused by or related to their breach of any of the provisions contained in these Terms of Employment.

15. Miscellaneous:

15.1. All salary slips / package / increments related information is confidential and for your personal reference
only. For any clarifications, please discuss the same with the HR Vertical of the Company. This information
is not to be shared with others.
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15.2. Employees are not allowed to mention any confidential information about the Company on any publicly
accessible media such as facebook.com, linkedin.com, Instagram or any other online sites/ discussion
forums etc., or before any media that can be accessed by everyone.

15.3. During your period of employment with the Company and for a period of three (3) years after leaving the
Company, you are not allowed to post any reviews of the Company on any publicly accessible media such
as glassdoor or any review site or other media.

15.4. All tax savings related documents must be submitted as per the company TDS policy. If the required
submissions are not made, TDS will be correspondingly deducted from salary.

15.5. Each employee is himself/ herself responsible for understanding and following the Company policies /
terms of employment. These may be revised / modified at times and will be provided by HR Vertical after
any revisions / modifications. Employees are themselves responsible for adhering to the latest version of
the Company terms of employment.

15.6. The Company reserves the right to amend these policies at any time. Employees will be updated on the
Company policies / terms of employment when they evolve and all employees agree to adhere to the latest
versions of the same from time to time.

16. Full Force and Effect:

16.1. In the event where any one of the provisions of these terms of employment is considered invalid by a
competent court in India, the remainder of the terms shall continue to have full force and effect.

16.2. These terms (read along with the offer of employment provided to you) replace any oral or written
communication with respect to your employment in the Company.

17. Governing Law, Arbitration and Submission to Jurisdiction:

17.1. Disputes between you and the Company arising at any time out of any aspect of the employment
relationship, including, but not limited to, the hiring, performance or termination of employment or
absconding of employees and/or cessation of employment with the Company and/or against any
employee, officer, alleged agent, director, affiliate, subsidiary or sister company relationship, or relating to
an application or candidacy for employment, You and the Company will confer in good faith to resolve
promptly such dispute.

17.2. In the event that the Company and you are unable to resolve the dispute/s, and should either desire to
pursue a claim against the other party, both the Company and you agree and undertake to have the dispute
resolved by final and binding Arbitration. You and the Company agree that the venue for the Arbitration
shall be Mumbai and the proceedings before the Arbitrator shall be conducted in English. For the purpose
of this clause, the Parties agree that it will approach a sole Arbitrator and all other proceedings under
Arbitration shall be carried out in accordance with the provisions of the Arbitration and Conciliation Act,
1996.
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17.3. This Agreement shall be governed by and construed in accordance with the Laws of India and the parties
hereby agree to submit to the exclusive jurisdiction of the Courts at Mumbai.

18. Declaration:

18.1. I agree to follow these policies in detail during and after my association with the Company, as mentioned in
the above Terms of Employment. I confirm that no other commitments are made during the hiring process
other than those specified in the offer letter and the above policies

18.2. I understand that on the basis of neglect or breach of any of the terms above or refusal on my part to carry
out the lawful instructions of any member of the Company or being guilty of misconduct, the Company may
terminate my employment forthwith without notice and without providing any further payments.

I agree to have read, understood and agree to the above Terms of Employment of the Company.

Name:

Signature:

Date:

Location: