Exhibit 10.20


 


 


 


 


 


 


 


 


 


 


DATED September 5 (with effect from September
1 2013)


 


 


 


(1) EROS INTERNATIONAL LIMITED


 


and


 


(2) JYOTI DESHPANDE


 


 


 


____________________________


 


 


SERVICE AGREEMENT


 


CHIEF EXECUTIVE OFFICER


 


____________________________


 


 




    	 



    	 



    

 


THIS AGREEMENT is made on September 5 2013 (with effect from September
12013)


 


 


 


BETWEEN:-


 


 


		(1)	EROS INTERNATIONAL LIMITED of 13 Manchester Square London W1u 3PP (the “Company”);

and



 


 


		(2)	JYOTI DESHPANDE of 16 Cavendish Drive, Edgware, Middlesex HA8 7NS (the “Executive”)



 


 


IT IS AGREED as follows:


 


 


		1.	Interpretation



 


		1.1	In this agreement the following expressions have the following meanings:



 


 


	“Appointment	the employment of the Executive by the Company under this agreement
	 	 
	“Board”	the board of directors of the Company from time to time or committee of directors of the Company as may be authorized by the board from time to time;
	 	 
	“Commencement Date”	1st September 2013
	 	 
	 	 
	“Confidential Information”	Information confidential to the Company and any Group Company including but not limited to Intellectual Property, costumer and prospective customer information, film/film producer information (including names addresses, contract names and addresses, telephone numbers and e-mail addresses) business plans, trade secrets, product specifications, market research, financial data and forecasts, capital strategy and capital raising activities (proposed and ongoing), business methods, marketing strategies, tenders and price sensitive information, fess, commission structure, feasibility figures and plans relating to contracts (actual and


 


 





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	 	proposed), details of actual and proposed contracts, requirements of customers or prospective customers or film producers, information in respect of which the Company or any Group Company is bound by an obligation of confidence to any third party and information notified to any third party and information notified to the Executive as being confidential;
	 	 
	“Group” or “Group Company”	the Company and any subsidiary or holding company of the Company or any affiliate of the Company for the time being or any other subsidiary or affiliate of the holding company of the Company for the time being. Both “subsidiary” and “holding company” shall have the meaning given in section 736 of the Companies Act 1985 and “affiliate” shall have the meaning given in section 259(5) of the Companies Act 1985;
	 	 
	“Intellectual Property” 	includes letters patent, trademarks, service marks, copyrights, design rights, applications for registration of any of the foregoing and the right to apply for them in any part of the world, creations, arrangements, devices, inventions or improvements upon or additions to an invention, moral rights, confidential information, know-how and rights of a similar nature arising or subsisting anywhere in the world in relation to all of the foregoing whether registered or unregistered;
	 	 
	 	 
	“Prospective Customer”	any person, firm, company of other organization who or which was the Termination Date in negotiations with the Company or any Group Company with a view to dealing with the Company or any Group Company as a customer;
	 	 
	“Recognized Investment Exchange”	the same meaning as in section 417 of the Financial Services and Markets Act 2000;
	 	 
	“Relevant Period”	the period of 12 months immediately preceding the earlier of the Termination Date or the date upon which the Executive is placed on garden leave in accordance with clause 3.5;
	 	 
	“Restricted Business”	the business of manufacturing , selling, leasing, renting, distribution, advertising, publicizing, marketing or otherwise exploiting home video devices and I or any other business or activity of the Company in which the Executive had any involvement during the course of her duties at any time during the Relevant Period;
	 	 
	“Restricted Employee”	any employee or consultant or director of the Company or any Group Company as the Termination Date or such other person engaged by any Group Company who had access to


 


 





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	 	Confidential Information and/or with whom the Executive had personal dealing during the Relevant Period;
	 	 
	“Restricted Supplier”	any person, firm or company who at any time during the Relevant Period was a supplier of the Company or any Group Company being a person, firm or company with whom or which the Executive personally dealt on behalf of the Company or any Group Company during the Relevant Period;
	 	 
	“Restricted Territory”	any country in which the Executive conducted Restricted Business on behalf of the Company;
	 	 
	“Review Date”	the anniversary of the date of this agreement;
	 	 
	“Termination date”	the date of termination of the Appointment howsoever occurring.


 


		1.2	Words denoting the singular include the plural and vice versa and words denoting gender include
both genders.



 


		1.3	References to any provisions or any statute shall be deemed to include a reference to all and every
statutory amendment, modification, re-enactment and extension and to any regulation or order made under any of them in force on
or after the date of this agreement.



 


		1.4	Save where otherwise appears, reference to a clause or schedule shall be deemed to be reference to a clause or schedule of
or to this agreement.



 


		1.5	Headings to clauses are for the convenience of reference only and shall not affect the meaning
or construction of anything contained in this agreement.



 


 


		2.	The Appointment



 


		2.1	Subject to the terms of this agreement, the Company shall employ the Executive and the Executive
shall serve as CEO of the Company or such other capacity as the Board may from time to time determine which is acceptable to the
Executive.



 


 


		3.	Term of Employment and Notice



 


		3.1	Subject to earlier termination provided for in this agreement, the Appointment shall start on the
Commencement Date and shall continue for an initial period of three years and thereafter until terminated by either party giving
to the other not less than 12 {twelve) months’ prior written notice of termination.



 


		3.2	The Company may at any time in its absolute discretion elect to terminate the Appointment immediately
by paying to the Executive, in lieu of any period of notice or any part of it, an



 


 





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amount equivalent to the Executive’s
basic salary (at the rate then payable under this agreement} for such period or part period including any bonus or benefits in
kind.


 


		3.3	For the purpose of the Employment Rights Act 1996, the Executive’s period of continuous employment
with the Company commenced on 1st September 2013.



 


		3.4	The Appointment shall in any event automatically terminate without notice and without any sum payable
by the Company whether by way of compensation or otherwise, upon the Executive’s sixty fifth birthday.



 


		3.5	The Company shall not be obliged to provide work to the Executive at any time after notice of termination
of the Appointment shall have been given by either party under any of the provisions of this agreement and the Company may in its
absolute discretion take any one or more of the following steps in respect of all or part of an unexpired period of notice :-



 


		3.5.1	require the Executive to comply with such conditions as it may reasonably specify in relation to;
(i) attending at or remaining away from the place(s) of business of the Company and/or (ii) contacting or refraining from contacting
all or any employees, officers, customers, clients, agents or suppliers of the Company or any Group Company;



 


		3.5.2	perform part of her normal duties only or assign the Executive to duties other than her normal
duties provided such duties are commensurate with her status under this agreement;



 


		3.5.3	withdraw any powers vested in, or duties assigned to the Executive; and



 


		3.5.4	require the Executive to resign her directorship of any Group Company;



 


provided always that during any such
period the Company shall continue to pay the Executive’s salary and contractual benefits (unless and until this agreement
shall be terminated}. The Executive shall remain an employee of the Company and shall remain bound by all obligations owed to the
Company under this agreement including, but not limited to, her obligations under clause 4.5 of this agreement.


 


 


		4.	Powers and duties



 


		4.1	During the Appointment the Executive shall at all times :-



 


		4.1.1	exercise the powers and functions and perform the duties reasonably assigned to her from time to
time by the Board in such manner as may be reasonably specified;



 


		4.1.2	well and faithfully serve the Company and use her utmost way which may conflict with the interests
of any Group Company;



 


 





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		4.1.3	render her services (as specified in Annexure A) in a professional and competent manner and in
willing co-operation with others;



 


		4.1.4	unless prevented by ill-health or other unavoidable cause, devote her whole working time, attention
and abilities exclusively to carrying out her duties hereunder and such other time as is reasonably necessary for the proper performance
of her duties;



 


		4.1.5	conform to the reasonable instruction or directions of the Board (or anyone duly authorized by
it) and implement and apply the policies of the Company as determined by the Board from time to time; and



 


		4.1.6	comply with the rules and procedures of the Company and of any association or professional body
to which the Company and/or the Executive may from time to time belong.



 


 


		4.2	The Executive shall report to the Board, or such other person on the Board may from time to time
direct, as and when required and shall at all times keep the Board fully informed of her activities and shall promptly provide
such information and explanations as may be requested from time to time by the Board.



 


 


		4.3	The Executive shall not at any time, without the prior consent of the Board;



 


		4.3.1	incur on behalf of the Company any capital expenditure in excess of such sum as may be authorised
from time to time by resolution of the Board;



 


		4.3.2	enter into on behalf of the Company any commitment, contract or arrangement which is otherwise
than in the normal course of business or is outside the scope of her normal duties or is of any unusual onerous or long term nature;



 


		4.3.3	engage any person on terms which vary from those established from time to time by resolution of
the Board; or



 


		4.3.4	dismiss any employee of the Company without giving proper statutory or (if longer) contractual notice
or without following the statutory disciplinary procedure and in any case the Executive shall immediately report any dismissal
effected by her and the reason for it to the Board.



 


 





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		4.4	The Executive shall not at any time during the Appointment directly or indirectly enter into or
be concerned in any trade or business or occupation whatsoever other than the business or occupation whatsoever other than the
business of the Company except with the prior written consent of the Board which may be given subject to any conditions or terms
the Board considers appropriate. This clause shall not prevent the Executive from holding up to 5% of any class of shares, debentures
or other securities in a company which is listed or dealt in on a Recognized Investment Exchange.



 


		4.5	The Executive
shall comply with all rules, regulations and codes of practice issued by the Company and the UK Listing Authority as shall from
time to time be in force relating to transactions in securities and shall comply with all requirements, recommendations or regulations
of the Financial Services Authority, the London Stock Exchange Plc, the UK Listing Authority and/or any other exchange on which
securities of the Company (or other company in the Group) are from time to time listed or dealt in or any other authority or body
authorized to regulate transactions in securities.



 


		4.6	The Executive shall not contravene the provision of Part V (Insider Dealing) of the Criminal Justice
Act 1993.



 


		4.7	In this clause the expression “occupation” includes membership of Parliament or of
a local authority, council or other public or private work (whether for profit or otherwise) which, in the reasonable opinion of
the Board, may hinder or otherwise interfere with the Executive’s ability to perform her duties under this agreement.



 


 


		5.	Place of Work and Travel



 


		5.1	The Executive’s normal place of work under this Agreement shall be the Company’s premises
at 13 Manchester Square, London W1U 3PP or any other place in the United Kingdom that may be agreed with the Executive.



 


		5.2	The Executive acknowledges that she will travel to any of the Company or its subsidiaries’
offices as may be necessary for her to carry out the proper performance of her duties.



 


		5.3	The Company shall pay for all of the Executive’s travel, accommodation and other reasonable
incidental expenses as may be incurred during her travel in relation to the performance of her duties under this Agreement. Where
applicable, especially to places of travel outside of the Company’s various offices, the Company may provide the Executive
with a Per Diem Allowance as per the Company Policy.



 


 


		6.	Hours of Work



 


 





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such other hours as may be necessary
for the proper and efficient performance of her duties under this agreement. The Executive shall not be entitled to receive any
remuneration for work done outside normal working hours.


 


		6.2	As an Executive who has control of her own working hours the Executive hereby agrees that the maximum
average weekly working time as set out in Regulation 4 of the Working Time Regulations 1998 (“WTR”) shall not apply
to her employment under this agreement. The Executive shall be entitled to withdraw her agreement to opt out of the WTR by giving
three months’ prior written notice to the Company.



 


 


		7.	Remuneration



 


		7.1	The Company shall pay the Executive during the continuation of the Appointment a basic gross annual
salary of £92,000 (subject to PAVE and other statutory deductions). The Executive’s basic salary shall accrue from
day to day and will be payable in arrears by equal monthly installments on or about the last working day of each month and shall
be inclusive of any fees receivable by the Executive as a director of the Company.



 


		7.2	The Executive’s basic salary shall be reviewed annually by the Board on the Review Date and
may be increased at the Board’s entire discretion.



 


		7.3	The Executive shall be eligible to participate in such share option scheme applicable to her position
as the Company may introduce subject to the rules of the scheme and the Company’s discretion.



 


 


		8.	Bonus



 


		8.1	The Executive shall be eligible to participate in any bonus scheme introduced by the Company applicable
to her, subject to the rules of the scheme and the Company’s discretion. The Company may amend, withdraw or substitute any
bonus scheme at any time at its entire discretion.



 


		8.2	Subject to clause 8.1, any bonus in respect of any financial year will be paid to the Executive
on the last working day of the month in which the Board meets to consider and determine the bonus provided that the Executive is
still employed by the Company and not under notice.



 


 


		9.	Pension



 


		9.1	The Company shall contribute an annual sum representing between 5% and 10% of the Executive’s
annual basic salary to the Executive’s approved personal pension plan as nominated by the Executive and notified to the Company
in writing save that such contribution are subject to the maximum annual amount permitted by the HM Revenue and Customs from time
to time.



 


		9.2	There is no contracting out certificate in force in respect of the employment under the Pension
Scheme Act 1993.



 


 


10.Reimbursement of Business Expenses


 


 





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		10.1	The Company shall (on production of receipts or other evidence as it may require) repay or cause
to be repaid to the Executive all travelling, hotel, entertainment, and other out-of-pocket expenses from time to time wholly,
exclusively and necessarily incurred by her in the proper performance of her duties pursuant to her employment under this agreement.
For avoidance of doubt where the Executive is being paid a flat Per Diem allowance as per Company Policy, she will not have to
produce expense vouchers and receipts.



 


 


		11.	Insurance



 


		11.1	The Executive shall be eligible for cover under the Company’s Private Medical Insurance Scheme
(“PMI Scheme”) along with her spouse or civil partner and her children (including dental cover) and the Company’s
Permanent Health Scheme (“PHI Scheme”).



 


		11.2	The Executive’s entitlements under and eligibility of any PMI Scheme or PHI Scheme will be
determined by the rules of the respective schemes (as amended from time to time) and will be subject to the Executive satisfying
any requirements for eligibility imposed by the scheme providers and her acceptance at standard rates of premium.



 


		11.3	The provision of these benefits shall be at the Company’s discretion. The Company may, on
giving the Executive reasonable notice replace, change or withdraw the PMI Scheme and/or the PHI Scheme at any time as it thinks
fit. The replacement or change in terms of a scheme may result in the reduction o the Executive’s entitlements or the loss
or reduction of any benefit the Executive may be receiving or about to receive at the time and the Executive shall have no claim
against the Company for any loss arising from such a change.



 


		11.4	It may be (or become) a term of the PMI Scheme and/or PHI Scheme that the Executive must remain
employed by the Company to be entitled to benefits under the said schemes. If so, this will not limit the Company’s discretion
to terminate the Executive’s Appointment on grounds of incapacity to work or any other ground. The Executive agrees and acknowledges
that if the Appointment is so terminated, he may lose (without recourse to compensation against the Company or any Group Company)
existing or prospective benefits under the PMI Scheme and/or PHI Scheme.



 


		11.5	During the Continuation of the Appointment, the Company shall,(subject to receipt of a medical
report satisfactory to the life assurance company) and in accordance with the terms of the relevant policy from time to time in
force, provide the Executive with life assurance which, in the event of her death while in service, shall provide a lump sum to
the value of four times her basic salary (at the then annual rate).



 


		11.6	Any benefits provided by the Company to the Executive or her family which are not expressly referred
to in this agreement shall be regarded as ex-gratia and at the entire discretion of the Company and shall not form part of the
Executive’s contract of employment.



 


 


		12.	Holiday



 


		12.1	In addition to the usual statutory bank holidays in England, the Executive shall be entitled to
25 working days’ paid holiday for each complete calendar year worked (and pro rata for part of each calendar year worked)
to be taken at such time or times as may be approved by the Board in advance. Holiday entitlement shall accrue from day to day.



 





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		12.2	Holiday entitlement may not be carried forward to the next calendar year save with the prior written
agreement of the Board and no money will be paid in lieu of any such untaken holiday.



 


		12.3	In the event that the Company or the Executive gives notice of termination of the Appointment,
the Company may require the Executive to take any holidays which have or will have accrued by the Termination Date during the period
of notice, in which case the Executive shall not be entitled to any payment in lieu of such holidays.



 


		12.4	On the termination of this agreement the Company shall pay the Executive for any accrued but untaken
holiday. If the Executive shall have taken more days’ paid holiday than her accrued entitlement as the Termination Date,
the Executive shall repay to the Company the appropriate amount for each day’s paid holiday taken in excess of her accrued
entitlement. A day’s pay shall be 1/260th of her basic salary and fractions of days shall be rounded to the nearest whole
day.



 


 


		13.	Incapacity



 


		13.1	When absent due to sickness or any other reason, the Executive must inform a member of the Board
of the cause(s) of her absence as soon as possible on the first working day of absence unless there is a reasonable explanation
as to why this is not possible. A self-certification form must be completed to cover up to the first seven days of absence. A doctor’s
medical certificate must be provided for absences of eight consecutive days or more due to sickness, injury or other incapacity.
Certificates must be provided to cover completely any subsequent and consecutive period of absence.



 


		13.2	The Company has the right to require the Executive at any stage of absence to produce a medical
certificate period of absence.



 


		13.3	If required by the Board the Executive shall undergo examinations by a medical adviser to be appointed
or approved by the Board and the Executive hereby authorizes such medical adviser to disclose the results of any such examination
(including any Sensitive Personal Data as defined in the Data Protection Act 1998) to the Board and discuss with it any matters
arising from the examination as might impair the Executive in property discharging her duties under this agreement.



 


		13.4	Statutory sick pay will be paid by the Company according to the rates in force from time to time.
The qualifying days for statutory sick pay purposes shall be Monday to Friday inclusive. Any payments which the Company may make
to the Executive in addition to her entitlement to any statutory sick pay shall be at the absolute discretion of the Company and
shall be inclusive of statutory sick pay and without prejudice to the Company’s right to terminate this agreement. The Executive
shall be entitled to sick pay for a period or periods not exceeding an aggregate of 90 working days’ absence in any consecutive
twelve month period. Any sick pay shall be paid at the rate of the Executive’s salary (less any deduction for statutory sick
pay or other benefit or payments made under any PHI Scheme provided by the Company) and shall be made entirely at the discretion
of the Company.



 


		13.5	The Company shall be entitled to deduct from any such remuneration the amount (if any) which the
Executive is entitled to claim in consequence of her incapacity by way of state sickness related benefits or by way of income from
any health insurance scheme operated by the Company for the benefit of the Executive whether or not a claim is made.



 


 





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		13.6	If the Executive is incapable of performing her duties by reason of any accident, illness or injury
or other incapacity caused wholly or partly by any act or omission of any third party in relation to which the Executive may be
or become entitled to recover damages or compensation, then all net payments made to the Executive under this clause in respect
of the said absence shall be loans to the Executive to be repaid if and to the extent that he recovers damages or compensation
for loss of earnings from the said third party and/or from the Criminal Injuries Compensation Board or the Motor Insurers’
Bureau or any other similar body by action or otherwise. Where the Executive receives any damages or compensation for loss of earning,
he shall notify the Company in writing forthwith and shall repay the amount due to the Company under this clause within 28 days
of receipt of the said damages or compensation.



 


		13.7	The Company shall be entitled during any period during which the Executive is absent due to accident,
illness or injury or other incapacity to appoint any other person or persons to perform the duties and exercise the powers of the
Executive in her place on such terms and conditions as the Company shall see fit. On resuming office all powers are to be vested
back to the Executive.



 


 


		14.	Confidentiality



 


		14.1	The Executive acknowledges that during her employment by the Company she will receive and have
access to Confidential Information.



 


		14.2	All rights, title and interest in and to the Confidential Information shall remain the exclusive
property of the Company or, where appropriate, any Group Company and the Executive shall not during the continuance of the Appointment
(otherwise than in the proper performance of her duties) or at any time after the Termination Date directly or indirectly use,
divulge, export or communicate to any person, firm, company or other organization any Confidential Information for any purpose
whatsoever and shall use her best endeavours to prevent its unauthorized publication, use or disclosure. This obligation shall
be in addition to and not in substitution for any express or implied duty of confidentiality owed by the Executive to the Company
or any Group Company.



 


		14.3	After the Termination Date, the restrictions at clause 14.2 shall not apply in respect of any Confidential
Information:



 


		14.3.1	in the public domain, otherwise than as a result of any unauthorized act or omission on the part
of the Executive; or



 


		14.3.2	which the Executive is required by law to disclose, provided that the Executive first notifies
the Company in writing that he is required to disclose such Confidential Information



 


Nothing in this agreement shall prevent
the Executive from making a protected disclosure as defined in the Employment Rights Act 1996.


 


 


		15.	Intellectual Property



 


 





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		15.1	Should the Executive discover or participate in the making or discovery of Intellectual Property
in the course of her employment under this agreement (irrespective of whether she was carrying out her normal duties or other specifically
assigned to her) then all such Intellectual Property shall belong to the Company absolutely in accordance with the provisions of
the Registered Designs Act 1949, the Patents Act 1977 and the Copyright, Designs and Patent Act 1988.



 


		15.2	The Executive will forthwith notify to the Company full details of all intellectual Property which
he may make discover or participate in the making or discovery during the Appointment whether or not in the course of her employment,
under this agreement and will keep the Company appraised at all times of the stage that has been reached in relation to any improvement
or creation of such Intellectual Property. If the Company requests (and at its expense) the Executive shall give and supply all
such information, data, drawings and assistance as may be required to enable the Company to exploit the Intellectual Property to
the best advantage.



 


		15.3	At the Company’s expense but without payment to the Executive, the Executive shall take all
steps and carry out all acts that may be necessary to ensure that title to the Intellectual Property is lawfully vested in the
Company, including signing all applications and executing any other documents that may be necessary and will carry out such acts
and steps with expedition on the instructions of the Company, in particular where the filing of any claims to such Intellectual
Property right may give the Company priority.



 


		15.4	The Executive hereby irrevocable appoints the Company as her attorney in her name and on her behalf
to execute any documents and generally to act and to use her name for the purpose of giving the full benefit of this clause to
the Company (or its nominee). A certificate in writing signed by a director or the secretary of the Company that an instrument
or act falls within the authority confirmed by this clause shall be conclusive evidence in favour of a third party that is the
case.



 


		15.5	The Executive waives all of her moral rights as defined in the Copyright, Designs and Patents Act
1988 in relation to the Intellectual Property which is the property of the Company by virtue of clause 15.1.



 


		15.6	If the Executive makes, discovers or participates in the making or discovery of any Intellectual
Property during her Appointment under this agreement but which is not the property of the Company or any Group Company under clause
15.1, the Company shall, subject only to the provisions of the Patents Act 1977, have the right to acquire for itself or its nominee
the Executive’s right in the Intellectual Property within three months after disclosure under clause 15.2 on fair and reasonable
terms to be agreed or settled by a single arbitrator.



 


		15.7	The provisions of this clause 15 shall remain in force with regard to any Intellectual Property
made or discovered during the Executive’s Appointment under this agreement and shall be binding upon her representatives
notwithstanding the termination of the Appointment.



 


 


		16.	Termination



 


		16.1	Notwithstanding the provisions of clause 3.1 above, the Company may terminate the Appointment at
any time, immediately without notice and without any obligation to pay any



 


 





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further sums to the Executive whether
by way of compensation, damages or otherwise in respect of or in lieu of any notice period or unexpired term of the agreement,
and without prejudice to any other rights of the Company if the Executive;


 


		16.1.1	commits any repeated or continued material breach, or any serious breach of her obligations to
the Company having first been given a reasonable opportunity to remedy the breach (provided it is capable of remedy) by notification
from the Board in writing, but having failed to do so; or



 


		16.1.2	is convicted of any serious criminal offence (other than an offence under road traffic legislation
for which imprisonment is not a sanction); or



 


		16.1.3	becomes of unsound mind or a patient within the meaning of the Mental Health Act 1983; or



 


		16.1.4	acts in any manner which in the opinion of the Board brings or is likely to bring her, the Company
or any Group Company into material disrepute; or



 


		16.1.5	is guilty or gross misconduct or any other conduct which, in the opinion of the Board is calculated
or likely to materially affect prejudicially the interests of any Group Company whether or not such misconduct or other conduct
occurs during or in the context of the Appointment; or



 


		16.1.6	resigns as a director of the Company other than at the request of the Board; or



 


		16.1.7	is disqualified from being a director of a company by reason of an order made by a competent court
or otherwise becomes prohibited by law from being a director of a company; or



 


		16.1.8	has an interim receiving order made against her, becomes bankrupt or makes a composition or enters
into a deed of arrangement with her creditors; or



 


		16.1.9	is convicted of an offence under Part V of the Criminal Justice Act 1993 or under any other statutory
enactment or regulations relating to insider dealing.



 


		16.1.10	fails to comply with the Company’s rules in relation to compliance



 


 





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		16.2	have under this agreement or at law to terminate the Appointment or to accept any breach of the
agreement on the part of the Executive as having brought the agreement to an end. For the avoidance of doubt, where there are no
circumstances justifying summary dismissal under clause 16.1, the methods by which the Company may terminate the Appointment are
not restricted to the giving of notice in accordance with clauses 3.1(term of employment) or 16.3 (termination on account of illness
or injury) or to the making of a payment in lieu of notice under clause 3.2 (payment in lieu of notice) and accordingly, if the
Company terminates the Appointment without giving notice or without making a payment in lieu of notice, any damages to which the
Executive may be entitled shall be calculated in accordance with ordinary common law principles including those relating to mitigation
of loss and accelerated receipt.



 


		16.3	Without prejudice to clauses 16.1 and 3.2, but notwithstanding any other provision of this agreement,
if the Executive shall become unable to perform her duties properly by reason of accident, illness or injury for a period or periods
aggregating at least 120 days in any period of 12 consecutive calendar months (the “Period or Periods of Incapacity”)
then the Company may, by not less than six months’ prior written notice to the Executive given at any time while the Executive
is incapacitated by accident, illness or injury from performing her duties under the agreement, terminate the Appointment provided
that the Company shall withdraw any such notice if during the currency of the notice the Executive returns to full time duties
and provides a medical practitioner’s certificate satisfactory to the board to the effect that he has fully recovered her
health and that no recurrence of her illness or injury can reasonably be anticipated.



 


		16.4	The Company may suspend the Executive on full pay at any time to investigate any allegations of
misconduct relating to her and to hold a disciplinary hearing.



 


		16.5	Upon termination of the Appointment howsoever caused or, if so requested by the Company, on notice
being served by either party on the other to terminate the Appointment the Executive shall;



 


		16.5.1	immediately deliver up to the Company any property belonging to the Company or any Group Company
and any document, computer disk or other data storage device containing any Confidential Information and shall cease to represent
herself as being in any way connected with the Company or any Group Company;



 


		16.5.2	irretrievably delete any information relating to the business of the Company or any Group Company
stored on any magnetic or optical disk or memory and all matter derived therefrom which is in her possession, custody, care or
control outside the premises of the Company or any Group Company and shall produce such evidence of compliance with this sub-paragraph
as the Company may require; and



 


 





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		16.5.3	at the request of the Board, immediately resign any directorship office or appointment held by
her in the Company or any Group Company without any claim for compensation or damages for loss of such office or appointment and
in the event of her failure to do so within five days of such request the Executive hereby irrevocably appoints the Company as
her attorney to execute letters of resignation of such directorship, offices or appointments on her behalf and to take such other
steps as are necessary to give effect to such resignations; and



 


		16.5.4	transfer to the Company, or as it may direct all shares held by her in the Company or in any Group
Company as nominee or trustee for the Company (except shares granted to her for whatsoever reason during and related to her employment)
and deliver to the Company the certificates therefor and the Executive hereby irrevocably appoints the Company her attorney to
execute any such transfer on her behalf.



 


		16.6	The termination of the Appointment shall not operate to affect those provisions of this agreement
which are intended to have effect after the Termination Date.



 


 


		17.	Post Termination Restrictions



 


		17.1	For a period of six months immediately following the Termination Date, the Executive shall not,
whether by herself or by any servant or agent or otherwise howsoever, and whether on the Executive’s own account or on behalf
of or in conjunction with any other person, firm, company or other organisation directly or indirectly;



 


		17.1.1	carry on or assist with, be employed by, be engaged by, hold a position with, be concerned in,
interested in or control the carrying on of any activity or business which is the same as or competes with the Restricted Business
anywhere in any Restricted Territory, (except as the holder of shares in a company whose shares are listed on a Recognised Investment
Exchange which confer not more than 3% in total of the votes which could normally be cast at a general meeting of that Company);



 


 





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		17.1.2	in relation to any business which is the same as or in competition with the Restricted Business
conduct any business, perform any services for or canvas, solicit or approach or cause to be canvassed or solicited or approached
for the purpose of obtaining business, order or custom, or otherwise deal with any person firm, company or other organization which
was a client or customer of the Company or any Group Company at the Termination Date or during the Relevant Period and with whom
the Executive had any dealings or of whom the Executive was aware in the course of her employment;



 


		17.1.3	in relation to any business the same as or in competition with the Restricted Business conduct
any business, perform any services or supply goods to, canvas, solicit or approach or cause to be canvassed, solicited or approached
for the purpose of obtaining business, orders of custom any Prospective Customer with whom the Executive had any dealings in the
course of her duties at any time in the Relevant Period.



 


		17.2	For a period of twelve months immediately following the Termination Date, the Executive shall not,
whether by herself or by any servant or agent or otherwise howsoever ,and whether on the Executive’s own account or on behalf
of or in conjunction with any other person, firm, company or other organization directly or indirectly:



 


		17.2.1	offer employment to or employ or offer to or conclude a contract for services in the Restricted
Territory with any Restricted Employee or procure or facilitate the making of such an offer;



 


 


		17.2.2	seek to entice away from the Company or any Group Company or otherwise solicit or interfere with
the relationship between the Company and any Restricted Supplier or any Group Company and any Restricted Supplier.



 


		17.3	The Executive shall not at any time after the Termination Date;



 


 





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		17.3.1	directly or indirectly anywhere in any Territory carry on a business either alone or jointly with
or as officers, manager, agent, consultant or employee of any person whether similar to any part of the business of the Company
or any Group Company (as conducted at any time) or otherwise under a title or name comprising or containing the “Eros”
or any colourable imitation thereof and he will at all times procure that any company controlled by her will not carry out such
business under any such title or name; and



 


		17.3.2	say or do anything which is harmful to the reputation or goodwill of the Company or any Group Company
or likely to or calculated to lead to any person, firm, company or other organisation to withdraw from or cease to continue to
offer a Group Company any rights of purchase, sale, import, distribution or agency enjoyed by it;



 


		17.3.3	hold herself out falsely as being in anyway connected with any Group Company; and



 


		17.3.4	solicit, entice or procure or endeavour to solicit, entice or procure any employee to breach her
contract of employment with the Company or any Group Company or any person to breach her contract for services with the Company
or any Group Company.



 


		17.4	The period of each of the above restrictions shall be reduced by the period, if any, during which
the Company exercises its rights under clause 3.5.



 


		17.5	The Executive has had an opportunity to consider the restrictions prior to execution of this agreement
and agrees that each of the restrictions set out above constitutes and entirely separate severable and independent covenant and
restriction up her the duration extent and application of each of which is no greater than is reasonably necessary for the protection
of goodwill and the legitimate trade connections of the Restricted Business.



 


		17.6	Further, if a restriction on her contained in this agreement is found void but would be valid if
some part of it were deleted, the restriction shall apply with such deletion as may be necessary to make it valid and effective.



 


 





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		17.7	The Executive recognizes that given her role with the Company and within the Group and the Group’s
structure the Company has an interest in the business of the Group Companies which it is legitimate for it to protect by the covenants
set out above.



 


		17.8	Notwithstanding and without prejudice to the foregoing of this clause it is acknowledged by the
Executive that the Company holds the benefit of these covenants on trust for any Group Company as the Company may direct in substantially
the same terms as the covenants the Executive has entered into with the Company. Further, if so requested by the Company, the Executive
shall enter into separate contracts with a Group Company for performance of additional duties in exchange for separate compensation
as agreed with the Group Company which will not interfere or conflict with her duties under this Agreement.



 


		17.9	The Executive shall show these restrictions to any firm, person, company or other organization
which is the same as or competes with or proposes or is likely to compete with the Restricted Business which offers her employment
or a contract for services to her and which he accepts or is minded to accept.



 


 


		18.	Data Protection



 


		18.1	The Executive shall at all times during the Appointment act in accordance with the Data Protection
Act 1988 (the “DPA”) and shall comply with any policy introduced by the Company from time to time to comply with the
DPA. Breach of this undertaking will constitute a disciplinary offence.



 


		18.2	The Executive hereby consents to the Company holding and processing both electronically and manually
the Personal Data it collects which relates to the Executive which is necessary or reasonably required for the proper performance
of this agreement, for management, administrative and other employment related purposes (both during and after the Appointment)
or for the conduct of Group’s business or to comply with applicable law, rules and regulations (the “Authorised Purposes”)
and the Executive agrees to provide the Group with all Personal Data relating to her which is necessary or reasonably required
for the Authorised Purposes.



 


		18.3	The Executive explicitly consents to the Company or any other Group Company processing her Personal
Data, including her Sensitive Personal Data, where this is necessary or reasonably required to achieve one or more of the Authorised
Purposes.



 


		18.4	The Executive acknowledges that the Company may, from time to time collect or disclose her Personal
Data (including her Sensitive Personal Data) from and to third parties (including without limitation the Executive’s referees,
any management consultants or compute maintenance companies engaged by the Company, the Company’s professional advisers,
other Group Companies, any suppliers of goods or services to the Group and any potential purchasers of the business, the Company
and/or the Group). The Executive consents to such collection and disclosure even where this involves the transfer of such data
outside the European Economic



 


 





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Area where this is necessary of reasonably
required to achieve one or more of the Authorised Purposes or is in the interests of the Company and/or its shareholders.


 


		18.5	Further, the Executive consents to the transfer of Personal Data to any employees of the Company
who has requested any Personal Data in an equal pay or other questionnaire reserved pursuant to statute provided that the transfer
of Personal Data is limited to Personal Data lawfully requested and subject to the Company first receiving a written undertaken
from the requesting employee to keep any disclosed Personal Data strictly confidential and not to use the disclosed Personal Data
for any purpose other than pursuing legal proceedings in an Employment Tribunal.



 


		18.6	The Company agrees to process any Personal Data made available to it by the Executive in accordance
with the provisions of the DPA.



 


		18.7	In this clause “Data Controller” “Personal Data” “processing”
and “Sensitive Personal Data” shall have the meaning set out in sections 1 and 2 of the DPA.



 


 


		19.	Grievance and Disciplinary procedures



 


		19.1	The Company shall comply with the statutory procedures in force from time to time in relation to
any grievance or disciplinary matters involving the Executive.



 


		19.2	If the Executive has any grievance relating to the Appointment she should raise it with the Executive
Chairman either orally or in writing. If she is dissatisfied with that person’s decision she should refer the matter in writing
to the Board, whose decision shall be final. In the event that the Executive’s grievance relates to the Executive Chairman,
she should raise it with an Independent Director of the Board initially, either orally or in writing and then the Board; if she
is dissatisfied with the Independent Director’s decision, the Board’s decision shall be final.



 


		19.3	Any disciplinary matters relating to the Executive shall be dealt with by the Board.



 


 


		20.	Capacity



 


		20.1	The Executive warrants that in entering into this agreement and performing her obligations under
it, he will not be in breach of any terms or obligations under any further or other employment or appointment and will not become
precluded from entering into this agreement or fulfilling her obligations under it and he will indemnify the Company against any
costs, claims or demands against it arising out of any such breach by her.



 


 


		21.	General



 


		21.1	This agreement constitutes the entire agreement between the Company and the Executive in connection
with the Appointment and operates in substitution for an to the exclusion of any terms of employment, arrangements, or other agreements
in force between the Company and



 


 





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the Executive or any Group Company
and the Executive but without prejudice to any rights of action already accrued in respect of any breach of this agreement by the
other party.


 


		21.2	No agreement made between the Company and the Executive or any Group Company and the Executive
nor any amendment to this agreement will be legally binding on the Company, any Group Company or the Executive unless and until
that agreement or amendment is confirmed in writing by the Company or (as the case may be) any Group Company and the Executive.



 


		21.3	The provisions of this agreement are severable and if any provision is held to be invalid or unenforceable
by court or body of competent jurisdiction then such invalidity or unenforceability shall not affect the remaining provision of
this agreement.



 


		21.4	This Agreement replaces any other agreement or arrangement between the Executive and the Company,
whether contracted or verbal in relation to the Executive’s Appointment.



 


		21.5	Any communication under this agreement shall be deemed served if, when addressed to the party,
it is left at or sent by registered or recorded delivery post or by facsimile transmission or other electronic means of written
communication by letter given by close of business on the next following business days to the addresses set out in this agreement
or to such other addresses as maybe notified by the parties for the purpose of this clause. Any communication to the Company must
be marked” For the attention of the Company Secretary”.



 


		21.6	Communications which are sent or dispatched as set out below shall be deemed to have been received
by the addressed as follow:



 


		21.6.1	by post- 2 business days after dispatch;



 


		21.6.2	by facsimile transmission or other electronic means of written communication - on the business
day next following the day of which the communication was sent



 


 


		21.7	In proving service by post it shall only be necessary for a party to prove that the communication
was in an envelope which was duly addressed, stamped and posted by registered or recorded delivery post.



 


		21.8	For the purpose of this clause a “business day” means a day on which the clearing banks
in the City of London are open for business. “Close of Business” means 18.00 hours local time in London.



 


		21.9	This agreement shall be governed by and construed in accordance with the laws of England and Wales
and each party to this agreement submits to the exclusive jurisdiction of the English courts.



 


 





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		21.10	Except as expressly provided for above, nothing in this agreement confers on any third party any
benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.



 


 


 


IN WITNESS whereof the parties hereto have entered into this agreement
as a Deed on the day and year first above written.


 


 


	EXECUTED as a DEED by	)	 
	 	 	 
	EROS INTERNATIONAL LIMITED	)	/s/ Andrew Heffernan
	 	 	 
	acting by	)	Director
	 	 	 
	 	 	 
	 	 	 
	 	 	Director / Secretary


 


 


 


	SIGNED as a DEED by	)	 
	 	 	 
	JYOTI DESHPANDE	)	/s/ Jyoti Deshpande
	 	 	 
	in the presence of	)	 


 


 


 


	Signed	 
	 	 
	Witness signature	/s/ Sean Hanafin
	 	 
	Witness name	SEAN HANAFIN
	 	 
	Witness address	82 DORA ROAD
	 	 
	 	WIMBLEDON
	 	 
	 	SW19 7HH
	 	 
	Witness occupation	CHIEF CORPORATION OFFICER
	 	 


 


 


 




    	 



    	 



    

 


 


Annexure A


 


 


Duties and Responsibilities of the Executive
to the Board of the Company


 


The Executive will perform the following duties and responsibilities
which are meant to be a broad guidance and not an exhaustive list of duties and report to the Board on the following matters:


 


		1.	The Executive will oversee and direct the UK Sales and Distribution as well as Finance teams and
together set performance targets and milestones for them.



 


		2.	The Executive will oversee film releases in the UK and Europe.



 


		3.	The Executive will meet with UK cinema chains and ensure the company enjoys competitive business
terms.



 


		4.	The Executive will meet with UK television networks with a view to develop business and licensing
potential.



 


		5.	The Executive will meet European distributors and business partners to develop business in new
markets.



 


		6.	The Executive will attend film festivals and television markets such as Cannes and MIPTV and MIPCOM
to promote the Company and its products.



 


		7.	The Executive will stay abreast of competitive environment in the UK and Europe.



 


		8.	The Executive will meet with UK bankers and other UK corporate relationships from time to time.



 


 


 





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