Exhibit 10.22


 


 


 


 


	DATED
    	2007


 


 


 


 


 


(1)
EROS INTERNATIONAL LTD.


 


 


 


and


 


 


 


(2)
PRANAB KAPADIA


 


 


 


 


 


 


 


 


______________________________


 


SERVICE
AGREEMENT


 


______________________________


 


 


 


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THIS
AGREEMENT is made on                                                                
2007


 


 


BETWEEN:-


 


		(1)	Eros International
                                                                                                                           Ltd of Unit 23 Sovereign Park, Coronation road, Park royal London NW10
                                                                                                                           7QP (the "Company"); and



 


 


		(2)	Pranab
                                                           Kapadia of 56 Drake Road, Harrow HA2 9EA (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 authorised by the board from time to time;
	 	 	 
	 	"Commencement
    Date" 	1st December
    2007;
	 	 	 
	 	"Confidential
    Information"	information confidential
    to the Company and any Group Company including but not limited to Intellectual Property, customer and prospective customer
    information, film/film producer information (including names addresses, contact 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


 


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	 	 	strategies, tenders
    and price sensitive information, fees, commission structure, feasibility figures and plans relating to contracts (actual and
    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 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;
	 	 	 
	 	"Holding
    Board"	 the board
    of directors of the Holding Company from time to time or committee of directors of the Holding Company as may be authorised
    by the board from time to time;
	 	 	 
	 	"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;

         



 


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	 	"Probationary
    Period"	Period
    of 6 months from Commencement Date
	 	 	 
	 	"Prospective
    Customer"	 any person,
    firm, company or other organization who or which was at 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;
	 	 	 
	 	"Recognised
    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
    developing, producing, casting, financing, manufacturing, selling, leasing, renting, distributing, advertising, publicising,
    marketing or otherwise exploiting Bollywood and/or Indian films in any mode or format and/or any other business or activity
    of the Company in which the Executive had any involvement during the course of his employment or with which any employee of
    the Company under the Executive's control had any involvement or dealings in the course of his duties at any time during the
    Relevant Period.


 


 


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	 	"Restricted
    Employee"	any
    employee or consultant or director of the Company or any Group Company as at the Termination Date or such other person engaged
    by any Group Company who had access to Confidential Information and/or with whom the Executive had personal dealings 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"	First Anniversary
    of the Commencement Date
	 	 	 
	 	"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 orders 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 a reference to a clause or schedule of or to this agreement.



 


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		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 President - Europe & Africa or
                                                           such other capacity as the Board may from time to time determine.



 


		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 upon the successful completion
                                                           of the Probationary Period it will continue until terminated by either
                                                           party giving to the other not less than 3 months prior written notice
                                                           of termination. Within the Probationary Period the Company may terminate
                                                           this agreement upon 1 week prior written notice.



 


		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 amount equivalent to the
                                                           Executive's basic salary (at the rate then payable under this agreement)
                                                           for such period or part period. Such a payment shall be subject to
                                                           such deductions for tax and employee's national insurance as are required
                                                           by law and to any other authorised deductions.



 


		3.3	For
                                                           the purposes of the Employment Rights Act 1996, the Executive's period
                                                           of continuous employment with the Company commenced on 1st December
                                                           2007.



 


		3.4	The
                                                           normal retirement age is sixty five.



 


		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;



 


 


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		3.5.2	perform
                                                                 part of his normal duties only or assign the Executive to duties
                                                                 other than his normal duties provided such duties are broadly
                                                                 commensurate with his 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 his directorship of any Group Company;



 


provided
always that during any such period the Company shall continue to pay the Executive's salary and all 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, his 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 him 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 his utmost endeavours
                                                                 to promote and maintain the interests and reputation of the Company
                                                                 but so far as is reasonably practicable, not in any way which
                                                                 may conflict with the interests of any Group Company;



 


		4.1.3	render
                                                                 his services 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 his
                                                                 whole working time, attention and abilities exclusively to carrying
                                                                 out his duties hereunder and such other time as is reasonably
                                                                 necessary for the proper performance of his duties;



 


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



 


 


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		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 Group Chief Operating Officer, Jyoti
                                                           Deshpande, or such other person as the Board may from time to time
                                                           direct, as and when required and shall at all times keep the Board
                                                           fully informed of his 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 his normal duties or is of an unusual or
                                                                 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 him and the reason for it to
                                                                 the Board.



 


		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 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 3% of any class of shares, debentures
                                                           or other securities in a company which is listed or dealt in on a Recognised
                                                           Investment Exchange.



 


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		4.5	The
                                                           Executive shall comply with the Listing Rules, Model Code and all other
                                                           rules and regulations of the Company and the UK Listing Authority and
                                                           every applicable rule of law in force from time to time in relation
                                                           to him dealing in shares or other securities of the Company and the
                                                           Group.



 


		4.6	The
                                                           Executive shall not contravene the provisions 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 his duties under this agreement.



 


		5.	Place
                                                                 of Work and Travel



 


		5.1	The
                                                           Executive's normal place of work shall be the Company's premises at
                                                           London or at any other location that may be agreed with the Executive.



 


		5.2	The
                                                           Company may require the Executive to travel to such places within UK
                                                           and overseas as may reasonably be required for the proper performance
                                                           of his duties.



 


		6.	Hours
                                                                 of Work



 


		6.1	Normal
                                                           working hours are from 9.00am to 6.00pm Monday to Friday inclusive.
                                                           The Executive shall attend to the business of the Company during such
                                                           other hours as may be necessary for the proper and efficient performance
                                                           of his duties under this Agreement. The Executive shall not be entitled
                                                           to receive any remuneration for work done outside normal working hours.



 


		7.	Remuneration



 


		7.1	The
                                                           Company shall pay the Executive during the continuation of the Appointment
                                                           a basic gross annual salary of£ 90,000 (Sterling Pounds Ninety
                                                           thousand only) (less statutory and voluntary deductions). The Executive's
                                                           basic salary shall accrue from day to day and will be payable in arrears
                                                           by equal monthly instalments on or about the last working day of each
                                                           month.



 


		7.2	The
                                                           Executive's basic salary shall be reviewed by the Board annually on
                                                           or before the anniversary of the Review Date upon successful review
                                                           of the Executive's performance at such anniversary.



 


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		7.3	The
                                                           Executive hereby consents to the deduction from his remuneration under
                                                           this agreement of any sums owing by the Executive to the Company or
                                                           to any Group Company at any time and he also agrees to make payment
                                                           to the Company of any sums owed by him to the Company or any Group
                                                           Company upon demand by the Company at any time. This sub clause is
                                                           without prejudice to the right of the Company or any Group Company
                                                           to recover any sums or balance of sums owed by the Executive to the
                                                           Company or any Group Company by legal proceedings.



 


		7.4	The
                                                           Executive will be entitled to be granted 15,000 shares, at an option
                                                           price of £4 per share. The options shall be exercisable as to
                                                           34 % on the Executive completing 1 year of service with the Company
                                                           and as to a further 33% every anniversary thereof for the next two
                                                           years provided that the Executive remains in continuous service with
                                                           the Company or group. For avoidance of doubt, the share option will
                                                           lapse to the extent that it has not been exercisable once the employee
                                                           is no longer in service with the Company or group.



 


		8.	Bonus



 


		8.1	The
                                                           Executive shall be eligible to participate in any bonus scheme introduced
                                                           by the Company applicable to him, 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. For the avoidance
                                                           of doubt during the first year of this Agreement the Executive may
                                                           earn between 50%-100% of the value of his salary either in cash or
                                                           share options as stated herein by way of a bonus payment payable at
                                                           the Company's discretion in the event that the Executive achieves certain
                                                           targets to be determined and notified to him by the Board of the Company.
                                                           For the avoidance of doubt this shall not be automatic.



 


		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
                                                           Holding Board meets to consider and determine the bonus provide that
                                                           the Executive is still employed by the Company and not under notice.



 


		9.	Reimbursement
                                                                 of Business Expenses



 


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		9.1	The
                                                           Company shall (on production of receipts or other evidence as it may
                                                           require) repay or cause to be repaid to the Executive all business
                                                           class travelling for long haul flights, hotel, entertainment, and other
                                                           out-of-pocket expenses from time to lime wholly, exclusively and necessarily
                                                           incurred by him in the proper performance of his duties pursuant to
                                                           his employment under this agreement as long as they are pre-approved
                                                           in writing by his line manager.



 


		10.	Medical
                                                                  cover



 





		10.1	The Executive shall be eligible for family health cover.







 


		11.	Holiday



 


		11.1	In
                                                            addition to the usual statutory bank holidays in the UK, 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 limes as may be approved by the
                                                            Board in advance. Holiday entitlement shall accrue from day to day.



 


		11.2	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.



 


		11.3	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.



 


		11.4	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 his accrued entitlement as at the Termination
                                                            Dale, 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 1/2601h of his basic salary and fractions of
                                                            days shall be rounded to the nearest whole day.



 







	12.		Incapacity





 


 


		12.1	When
                                                            absent due to sickness or any other reason, the Executive must inform
                                                            a member of the Board of the cause(s) of his 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.



 


 


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		12.2	The
                                                            Company has the right to require the Executive at any stage of absence
                                                            to produce a medical certificate from a registered medical practitioner.



 


		12.3	If
                                                            required by the Holding Board the Executive shall undergo examinations
                                                            by a medical adviser to be appointed or approved by the Holding Board
                                                            and the Executive hereby authorises 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 properly discharging his duties under this
                                                            agreement.



 


		12.4	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 his 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
                                                            30 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.



 


		12.5	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 his 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.



 


		12.6	If
                                                            the Executive is incapable of performing his 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 13 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
                                                            lnjuries 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 earnings, he shall notify
                                                            the Company in writing forthwith and shall repay the amount due to
                                                            the Company under this clause within 90 days of receipt of the said
                                                            damages or compensation.



 


 


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		12.7	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 his 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.



 


 


		13.	Confidentiality



 


		13.1	The
                                                            Executive acknowledges that during his employment by the Company he
                                                            will receive and have access to Confidential Information.



 


		13.2	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 his
                                                            duties) or at any time after the Termination Date directly or indirectly
                                                            use, divulge, export or communicate to any person, firm, company or
                                                            other organisation any Confidential Information for any purpose whatsoever
                                                            and shall use his best endeavours to prevent its unauthorised 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.



 


		13.3	After
                                                            the Termination Date, the restrictions at clause 10.2 shall not apply
                                                            in respect of any Confidential Information:



 


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



 


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		13.3.2	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.



 


		14.	Intellectual
                                                                  Property



 


		14.1	Should
                                                            the Executive discover or participate in the making or discovery of
                                                            Intellectual Property in the course of his employment under this Agreement
                                                            (irrespective of whether he was carrying out his normal duties or
                                                            others specifically assigned to him) 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.



 


		14.2	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 of whether or not in the course of his 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.



 


		14.3	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 claim to such Intellectual Property right
                                                            may give the Company priority.



 


		14.4	The
                                                            Executive hereby irrevocably appoints the Company as his attorney
                                                            in his name and on his behalf to execute any documents related to
                                                            Intellectual Property and generally to act and to use his 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 it is the case.



 


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		14.5	The
                                                            Executive waives all of his 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 9.1.



 


		14.6	If
                                                            the Executive makes, discovers or participates in the making or discovery
                                                            of any Intellectual Property during his Appointment under this agreement
                                                            but which is not the property of the Company or any Group Company
                                                            under clause 9.1, 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 rights in the Intellectual Property within
                                                            three months after disclosure under clause 9.2 on fair and reasonable
                                                            terms to be agreed or settled by a single arbitrator.



 


		14.7	The
                                                            provisions of this clause 9 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 his representatives
                                                            notwithstanding the termination of the Appointment.



 


		15.	Termination



 


	15.1	The
                                                                Company may terminate the Appointment immediately without notice
                                                                and without any obligation to pay any 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:



 


		15.1.1	commits
                                                                  any repeated or continued material breach, or any serious breach
                                                                  of his 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 Holding Board in
                                                                  writing, but having failed to do so; or



 


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



 


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



 


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



 


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		15.1.5	fails
                                                                  or neglects efficiently and/or diligently to carry out his duties
                                                                  to the reasonable satisfaction of the Holding Board; or



 


		15.1.6	is
                                                                  guilty of gross misconduct or any other conduct which, in the
                                                                  opinion of the Holding 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



 


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



 


		15.1.8	is
                                                                  disqualified from being a director of a company by reason of
                                                                  an order made by a competent court; or



 


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



 


		15.1.10	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; or



 


		15.1.11	fails
                                                                   to comply with the Company's rules in relation to compliance.



 


		15.2	The
                                                            rights of the Company under clause 10.1 are without prejudice to any
                                                            other rights it might 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 10.1, 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 10.3 (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.



 


		15.3	Without
                                                            prejudice to clauses 10.1 and 3.2, but notwithstanding any other provision
                                                            of this agreement, if the Executive shall become unable to perform



 


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his
duties properly by reason of accident, illness or injury for a period or periods aggregating at least 30 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 his 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 Holding Board to the effect that he has fully recovered his health and that no recurrence of his illness or
injury can reasonably be anticipated.


 


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



 


		15.5	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;



 


		15.5.1	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 himself as being in any way connected
                                                                  with the Company or any Group Company;



 


		15.5.2	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 (having first satisfied
                                                                  himself that the Company has copies thereof) which is in his
                                                                  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



 


		15.5.3	at
                                                                  the request of the Board or the Holding Board, immediately resign
                                                                  any directorship office or appointment held by him 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 his
                                                                  failure to do so within five days of such request the Executive
                                                                  hereby irrevocably appoints the Company as his attorney to execute
                                                                  letters of resignation of such directorships, offices or appointments
                                                                  on his behalf and to take such other steps as are necessary
                                                                  to give effect to such resignations; and



 


 


 


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		15.5.4	transfer
                                                                  to the Company, or as it may direct all shares held by him in
                                                                  the Company or in any Group Company as nominee or trustee for
                                                                  the Company and deliver to the Company the certificates therefore
                                                                  and the Executive hereby irrevocably appoints the Company his
                                                                  attorney to execute any such transfers on his behalf.



 


		15.6	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.



 


		16.	Post
                                                                  Termination Restrictions



 


		16.1	For
                                                            a period of twelve months immediately following the Termination Date,
                                                            the Executive shall not, whether by himself 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:



 


		16.1.1	`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);



 


		16.1.2	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,
                                                                  orders or custom, or otherwise deal with any person, firm, company
                                                                  or other organisation 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 his employment;



 


 


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		16.1.3	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, deal 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 his
                                                                  duties at any time in the Relevant Period.



 


		16.2	For
                                                            a period of twelve months immediately following the Termination Date,
                                                            the Executive shall not, whether by himself 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:



 


		16.2.1	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;



 


		16.2.2	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.



 


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



 


		16.3.1	directly
                                                                  or indirectly anywhere in any Restricted Territory for a period
                                                                  of 12 (twelve months) following the Termination Date 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 word Bollywood or any colourable
                                                                  imitation thereof and he will at all times procure that any
                                                                  company controlled by him will not carry out such business under
                                                                  any such title or name; and



 


		16.3.2	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;



 


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		16.3.3	hold
                                                                  himself out falsely as being in anyway connected with any Group
                                                                  Company; and



 


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



 


		16.4	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.



 


		16.5	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 an entirely separate, severable and independent
                                                            covenant and restriction upon him 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.



 


		16.6	Further,
                                                            if a restriction on him 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.



 


		16.7	The
                                                            Executive recognises that given his role with the Company and within
                                                            the Group and the Group's structure the Company has an interest in
                                                            the business of the other Group Companies which it is legitimate for
                                                            it to protect by the covenants set out above.



 


		16.8	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. If so requested by the Company, the Executive shall enter
                                                            into separate contracts with a Group Company.



 


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



 


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		17.	Data
                                                                  Protection



 


		17.1	The
                                                            Executive shall at all times during the Appointment act in accordance
                                                            with the Data Protection Act 1998 (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.



 


		17.2	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 the Group's business or to comply with applicable
                                                            laws, rules and regulations (the "Authorised Purposes")
                                                            and ·the Executive agrees to provide the Group with all Personal
                                                            Data relating to him which is necessary or reasonably required for
                                                            the Authorised Purposes.



 


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



 


		17.4	The
                                                            Executive acknowledges that the Company may, from time to time collect
                                                            or disclose his Personal Data (including his Sensitive Personal Data)
                                                            from and to third parties (including without limitation the Executive's
                                                            referees, any management consultants or computer 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
                                                            Area where this is necessary or reasonably required to achieve one
                                                            or more of the Authorised Purposes or is in the interests of the Company
                                                            and/or its shareholders.



 


		17.5	Further,
                                                            the Executive consents to the transfer of Personal Data to any employee
                                                            of the Company who has requested any Personal Data in an equal pay
                                                            or other questionnaire served 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.



 


 


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



 


		17.7	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.



 


		18.	Grievance
                                                           and Disciplinary procedures



 


		18.1	The
                                                            Executive shall be subject to the disciplinary and grievance procedures
                                                            in force from time to time.



 


		19.	Capacity



 


		19.1	The
                                                            Executive warrants that in entering into this agreement and performing
                                                            his 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
                                                            his obligations under it and he will indemnify the Company against
                                                            any costs, claims or demands against it arising out of any such breach
                                                            by him.



 


		20.	General



 


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



 


		20.2	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.



 


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



 


 


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		20.4	There
                                                            are no collective agreements in place in relation to the Executive's
                                                            Appointment.



 


		20.5	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 with confirmation 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".



 


		20.6	Communications
                                                            which are sent or despatched as set out below shall be deemed to have
                                                            been received by the addressed as follows:



 


		20.6.1	by
                                                                  post- 2 business days after despatch;



 


 


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



 


		20.7	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.



 


		20.8	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.



 


		20.9	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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		20.10	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/
    Jyoti Deshpande
	 	 	 
	acting by	)	Director
	 	 	 
	 	 	 
	 	 	 
	 	 	Director/Secretary


 


 


 


	SIGNED as a DEED by	)	 
	 	 	 
	PRANAB KAPADIA	)	/s/ Pranab Kapadia
	 	 	 
	in the presence of:	)	 


 


 


 


	Signed	 
	 	 
	Witness signature	/s/
    Nayeem Syed
	 	 
	Witness name	NAYEEM
    SYED
	 	 
	Witness address	7
    ALBANY STREET
	 	 
	 	LONDON NW1
    4DX
	 	 
	 	
	 	 
	Witness occupation	GENERAL
    COUNSEL
	 	 


 


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