Exhibit
10.11



 


	5 Penn Plaza, 14th
Floor, New York, NY 10001, USA

Tel (646) 731 1000 Fax (646) 674 1390 www.majescomastek.com	[LOGO]



 


September 4, 2013


 


Mr. Ketan Mehta


3208 Glenhurst Court


Plano, TX 75093


 


Dear Ketan,


 


We
are pleased to inform you that the Board of MajescoMastek has decided to revise your Annual Base salary effective July 1, 2013
to USD 300,000. You will continue as the President and Chief Executive Officer of MajescoMastek and its North American subsidiaries.


 


This letter reiterates
the terms and conditions applicable as follows:


 


1.  Duties
and Responsibilities


 


The
President and Chief Executive Officer (“CEO”) is responsible for leading the development and execution of the Company’s
strategy with a view to creating shareholder value. The CEO’s leadership role also entails being ultimately responsible for
all management decisions and for implementing the Company’s long and short term plans.


 


Specific
duties and responsibilities include the following:


 





	 	•	to lead the development of the Company’s strategy;
	 	•	to lead and oversee the implementation of the Company’s long and short term plans in accordance with its strategy
	 	•	to build and advocate the Company’s culture and value system







 


		2.	Bonus and Benefits



 


In
addition to the Annual Base salary of USD 300,000, you will also be eligible for Bonus, on Annual Base Pay, as determined by the
Board of Directors of the Company. The Bonus will be paid annually after the financial year end.


 


		3.	Benefits:



 


In addition you will be entitled to the following benefits offered
by MajescoMastek per the rules of the Company and consistent with the package offered to other MajescoMastek staff:


 




    	 



    	 



    

  


		a.	Medical, Dental and Vision Health Insurance



		b.	Life, Accidental Death and Dismemberment



		c.	Short-term and Long-term Disability Insurance



		d.	Eighteen days earned paid vacation per year plus holidays



 


		4.	Other Terms and Conditions:



 


		a.	The Agreement may be terminated by either party by giving six months’ notice to the other
party. In the event this agreement is terminated by the Company, you shall be entitled to Notice pay, which would be equivalent
to six month’s Annual Base salary.



 


		b.	You shall not divulge to any person any trade secrets or any information concerning the business
or finances of the Company.



 


		c.	While you are employed by the Company, you will not, without the Company’s express prior written
consent, either directly or indirectly provide services to, or assist in any manner, any business or third party that competes
with the current or planned business of the Company including all Mastek Group entities. You further agree that during the period
of your employment with Company and for a period of one (1) year after termination of your employment with the Company for any
reason, you will not directly or indirectly, or in any capacity, individually or in any corporation, firm, association or other
business entity, compete or attempt to compete with Company, any parent, subsidiary, or affiliate of Company, or any corporation
merged into, or merged or consolidated with Company by soliciting business from or performing services for any customer, prospective
customer, broker, client, and/or strategic partner of the Company with which you were involved or assigned (directly or indirectly)
or learned about during your period of employment with the Company.



 


		d.	During your employment with the Company and for a period of one (1) year after the date of termination
of your employment with the Company for any reason, you will not directly or indirectly solicit or attempt to solicit for employment
or to retain as an independent contractor any person currently employed or engaged by the Company or any person who was previously
employed or engaged by the Company during a period of one (1) year immediately preceding such solicitation for your own
benefit or for the benefit of any other person or entity. You further agree that, should you be approached by a person who
is or has been an employee of the Company during a period of one (1) year immediately preceding termination of your employment
with the Company for any reason, you will not offer to nor employ or retain as an independent contractor any such person for a
period of one (1) year following the termination of your employment with the Company for any reason.



 


		e.	All disputes and difference between the parties hereto shall be referred to arbitration of a sole
arbitrator appointed by the parties, and all proceedings of such arbitration shall be subject to the provisions of New York Law.
This Agreement shall be subject to the jurisdiction of the Courts in New York only.



 


We
look forward to your leadership in making MajescoMastek pre-eminent global software


 




    	2



    	 



    

 


and IT Solutions
Company.


 


Please sign and
return this letter to acknowledge your acceptance.


 


	Ashank Desai	/s/ Ashank Desai	 
	Director	 	 
	MajescoMastek	 	 


 








	Received
and Accepted:	/s/ Ketan Mehta	 
	 	Mr. Ketan Mehta	 


 


Date:    09-11-13


 




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