Exhibit 10.2


 


 


 


	1st January 2022	PRIVATE & CONFIDENTIAL 


Liew Soo Hua (NRIC No.: 860624-38-6184)


87, Lorong Buluh Perindu 1, Taman SA,


Bangsar, 59000 Kuala Lumpur.


 


Dear Datin Liew Soo Hua,


 


RE: LETTER OF APPOINTMENT 


 


We are pleased to offer you the position of Director
with VCI GLOBAL LIMITED, (hereinafter referred to as “the Company”) with effect from 01 January 2022 based
on the following terms and conditions of employment:


 


		1.	WAGES



 


Upon the Listing (as defined below), you
will receive a basic monthly salary of US$ 30,000.00, which equates to RM90,000 (Ringgit Malaysia Ninety Thousand only)
and will be paid to you by no later than the 7th day of the every month.


 


		2.	LISTING INCENTIVES



 


		2.1	In the event where the Company is listed on the Nasdaq Stock Exchange or any other recognised stock exchange
(the “Listing”), you will be entitled to incentives in the following scenarios:



 


2.1.1       Market
Capitalisation


 


In the event of a successful Listing and
a market capitalisation was achieved (the “Listing Market Capitalisation”), and the management team of the Company
(the “Management Team”) shall successfully achieve a 10% (Ten Percent) increase in the Company’s Market Capitalisation
(the “Market Capitalisation Minimum Requirement”), the Management Team shall collectively be entitled to 2.5% of any
market capitalisation above the Market Capitalisation Minimum Requirement achieved by the Company, and the Chief Executive Officer of
the Company shall individually be entitled to 2.5% of any market capitalisation above the Market Capitalisation Minimum Requirement achieved
by the Company.


 



    	 



     


    

 


If the Company achieved a Listing Market
Capitalisation of USD100,000,000 upon the Listing, and the Management Team managed to increase the Company’s market capitalisation
to USD 500,000,000 in the first financial year end post Listing, the Management Team shall be deemed to have increased the Company’s
market capitalisation by USD390,000,000. In this scenario, the Management Team will collectively be entitled to 2.5% of the USD390,000,000,
which equates to USD9,750,000, and the Chief Executive Officer of the Company shall individually be entitled to 2.5% of the USD390,000,000,
which equates to USD9,750,000.


 


Subsequently, if the Company achieved
a market capitalisation of USD700,000,000 in the second financial year end post Listing, the Management shall be deemed to have increased
the Company’s market capitalisation by USD150,000,000 and the Management Team will collectively be entitled to 2.5% of the USD150,000,000,
which equates to USD3,750,000, and the Chief Executive Officer of the Company shall individually be entitled to 2.5% of the USD150,000,000,
which equates to USD3,750,000.


 


2.1.2)       Earnings
Before Interest, Taxes, Depreciation (EBITDA)


 


In the event of a successful Listing,
and the Management Team shall successfully achieve a 10% (Ten Percent) increase in the Company’ EBITDA (the “EBITDA Minimum
Requirement”), the Management Team shall collectively be entitled to 2.5% of any EBITDA above the EBITDA Minimum Requirement
achieved by the Company, and the Chief Executive Officer of the Company shall individually be entitled to 2.5% of any EBITDA above the
EBITDA Minimum Requirement achieved by the Company.


 


If the Company’s EBITDA upon Listing
is USD10,000,000 and the Management Team managed to increase the Company’s EBITDA to USD30,000,000, the Management Team shall be
deemed to have increased the Company’s EBITDA by USD19,000,000. In this scenario, the Management Team will collectively be entitled
to 2.5% of the USD19,000,000, which equates to USD475,000, and the Chief Executive Officer of the Company shall individually be entitled
to 2.5% of the USD19,000,000, which equates to USD475,000.


 


2.1.3)       Bonus
Shares


 


In the event of the Listing, you will
receive ordinary shares in the Company valued at USD 300,000 (United States Dollar Three Hundred Thousand).


 



    	 



     


    

 


Subsequent to the year in which the Listing
occurred, you will receive ordinary shares in the Company valued at USD 300,000 (United States Dollar Three Hundred Thousand) annually.


 


		2.2	The Management Team shall include the Chief Executive Office, the Chief Financial Officer, the Chief Operating
Officer, the Deputy Chief Operating Officer, the Chief of Corporate Affairs and the Chief Technology Officer of the Company. The list
of personnel which comprise the Management Team shall be at the discretion of the Company and may be subject to change from time to time.



 


		3.	RETRENCHMENT BENEFIT



 


The Company must pay you, in the event
of any dismissal for reasons, whether it is based on the employer’s operational requirements, business or budget restructuring,
right sizing exercise or any other reasons, severance pay which is equivalent to at least 12 (Twelve) months of your salary.


 


		4.	WORKING DAYS/TIME



 


The following working days/time of the
Company must be strictly adhered to:


 


Mondays to Fridays: 9.00am to 6.00pm


Lunch Breaks: 1 (One) hour between 12pm
- 2.00pm.


 


This work schedule is subjected to changes
from time to time by the Company. In the case where the nature and condition of work require special working days/hours or rest period,
the Company shall make the arrangement on a case-to-case basis, as advised by the Company. At times it may be necessary for you to work
outside these times in order to fulfil your duties. The Company reserves the right to review your working days and hours as and when it
deems fit.


 



    	 



     


    

 


		5.	ANNUAL LEAVE/EMERGENCY LEAVE



 


Annual leave entitlement after the completion of
employment for:


 


	1 to 2 year(s)	20 days
	2 to 5 years	24 days
	5 years and above	31 days


 


Annual leave is available to days per annum
which shall accrue on a pro rata basis for your first year. You can only apply for annual leave in direct proportion to the number of
completed months of service in that year based on earned leave after confirmation. Any leave applied in excess of the Earned Annual Leave
is subject to the discretion of the Company. In special circumstances, the leave may be approved and regarded as Unpaid Leave.


 


The prior approval of your immediate superior
for annual leave must be obtained at least 14 (Fourteen) days in advance, on the appropriate Leave Application Form.


 


Any emergency leave will be deducted from the days of annual leave
which you are entitled to. You are only entitled to 5 (Five) days of emergency leave in 1 calendar year. If you have taken emergency leave
in excess of your entitlement for the calendar year, the excess emergency leave taken would be regarded as unpaid leave.


 


		6.	GAZETTED PUBLIC HOLIDAYS 



 


You are entitled to gazetted public holidays,
which are observed by the Company.


 


The Company reserves the right to amend
and change the number of Gazetted Holidays which are observed by the Company, whenever deem necessary.


 


		7.	TRANSFER / SECONDMENT



 


The Company may at its discretion
be entitled to:


 


		a.	Transfer/relocate you from one place to another including any existing or future branches or offices of
the Company either on a temporary or permanent basis.



		b.	Transfer you to any of the Company’s existing or future associated companies, subsidiaries and holding
companies or any company within V CAPITAL KRONOS BERHAD, wherever it may be located.



 






    	 



     


    

  


		c.	Transfer you to any Section, Division or Department within the Company.



		d.	Second you to any establishment.



 


		8.	MEDICAL LEAVE 



Medical leave which you are entitled to
shall be as follows:-


 


	2 years below	14 days
	2 to 5 years	18 days
	5 years and above	22 days


 


All medical leave must be certified and
supported by registered medical practitioners. Where hospitalization is necessary, 60 days in the aggregate per calendar year, provided
that if you already took sick leaves for non-hospitalization, the number of the day of sick leaves for hospitalization shall be reduced
by the number of days already taken.


 


If you have taken medical leave in excess
of your entitlement for the year, the excess medical leave taken would be regarded as unpaid leave.


 


You must notify the company and/or your
immediate supervisor as soon as practicable if you are unable to work for medical reasons. Such notice shall be given by 10:00AM
of the working day. In the event you have failed to notify the company, you shall be deemed to absent yourself from work without the permission
of the company and without reasonable excuse for the days on which you are so absent from work.


 


		9.	OVERTIME 



 


You are NOT entitled to overtime pay.


 


		10.	MATERNITY BENEFITS



 


		I.	Every female Employee shall be entitled to Maternity Leave for a period of not less than 60 (Sixty) consecutive
days in respect of each confinement (including weekends and gazetted public holidays).



 



    	 



     


    

 


		II.	Maternity Leave shall not commence earlier than a period of thirty days immediately preceding the confinement
of the Employee or later than the day following the Employee confinement: A female employee shall not be entitled to any pay during maternity
leave if at the time of her confinement she has five or more surviving children.



 


		III.	Provided that where a medical officer or registered medical practitioner appointed by the Company certifies
that the Employee as a result of the Employee advanced state of pregnancy is unable to perform her duties satisfactorily, the Employee
may be required to commence her Maternity Leave at any time during Fourteen days (14) preceding the date of her confinement as determined
in advance by the medical officer or registered medical practitioner by the Company.



 


		IV.	Maternity Allowance



The following are the conditions to be fulfilled
to be qualified for full pay wage in respect of Maternity Leave:-


 


		a.	been employed by the employer at any time in the four months before confinement



		b.	must have worked for minimum of 90 days during 9 months immediately preceding the confinement



		c.	must not have 5 or more surviving children at the time of confinement



 


		11.	ABSENTEEISM



 


You shall be deemed to have broken your
contract of employment if you have been continuously absent from work for more than 2 (Two) consecutive working days without prior leave
from the Company, unless you have a reasonable excuse for such absence and have informed or attempted to inform the Company of such absence
prior to or at the earliest opportunity during such absence.


 


In addition, where the circumstances are
appropriate, the Company may take appropriate action against you for abandonment of employment without notice.


 



    	 



     


    

 


		12.	TERMINATION 



 


Upon confirmation, either party may terminate
this contract of employment by giving to the other party, 1 (One) month’s written notice or paying salary in lieu of such notice.
The Company shall be entitled to require you to take or expend during the relevant notice period, any annual leave accumulated during
the course of your employment within the calendar year.


 


The Company shall be entitled to terminate
your employment forthwith, without notice or payment in lieu of notice in any of the following events:


 


		a)	if you commit any act or misconduct of a dishonest, malicious and/or reckless nature;



 


		b)	if you are found to have committed any misconduct, misdemeanour or negligence that howsoever affects the
affairs and/or is detrimental to the reputation of the Company;



 


		c)	if you are found to have breached or defaulted any term or condition of this Employment Agreement, procedures,
disciplinary rules, policies, rules or regulations imposed by the Company from time to time;



 


		d)	if you permit or suffer to be presented a petition for bankruptcy, permit or suffer the appointment of
receivers and/or managers against any of your assets or property or enter into any arrangement or composition for the benefit of any of
your creditors;



 


		e)	other than an offence or liability which in the opinion of the Company does not affect your employment
with the Company or the reputation of the Company, if you are found guilty of any criminal offence or offence of a dishonest nature, or
liable under any proceedings, by any court or tribunal of competent jurisdiction;



 


		f)	if you are found to have disclosed or permit to be disclosed any confidential information in relation
to any business or trade information, business plans, proposals, customers, strategies, trade secrets,
operations, records, finances, assets, technology, data and information that reveals the processes, methodologies, technology or
any other information or documents which are confidential or proprietary in nature, of the Company;



 


		g)	if you are found to have misused, misappropriated or abused any of the Company’s amenities, property
and documents; and



 



    	 



     


    

 


		h)	are not permitted by the laws of Malaysia to be employed by the Company or to reside in Malaysia



 


The Company reserves the right to suspend
you from employment as well as withhold half of all salaries, remuneration and allowances (if any) for up to fourteen (14) days if the
Company deems necessary for the full investigation of any act of misconduct or neglect on your part. During such period of suspension,
all rights, benefits and allowances which you may be entitled to pursuant to your employment with the Company shall be suspended. For
the avoidance of doubt, and notwithstanding anything in this Employment Agreement, the period of suspension shall not be taken into account
when computing any payments and/or benefits that you may be entitled to.


 


In the event, you are found to be not guilty
of any act of misconduct or neglect on your part after investigations, all salaries, remuneration and allowances (if any) that were withheld
shall be restored in full to you.


 


Upon termination of your employment (for
any reason), you MUST immediately return all amenities, property and documents (without retaining copies) in your possession or acquired
by you during your employment, concerning the business, finances or affairs of the Company. You may be liable to pay for any losses or
damages of any amenities, property and documents in your possession or acquired by you during your employment.


 


		13.	RETIREMENT



 


In the absence of evidence of the exact
date of birth the employee shall retire on 31st December of the year the employee attains Sixty (60) years of age (employee
may opt for a later retirement age agreed upon with or at the discretion of the Company)


 


		14.	NON-COMPETITION



 


During your service with the Company, you
will devote your full professional time and effort to the benefit of the Company and shall not participate, directly or indirectly, in
any capacity, in any business or activity that is in competition with the Company.


 



    	 



     


    

 


		15.	CONFLICT OF INTEREST



 


You shall not, during the continuance of
this contract, except with the knowledge and consent of the Company embark, engage or interest yourself whether for reward or gratuitously
in any activity which would interfere with the performance of your duties with this Company or which to your knowledge would constitute
a conflict of interest with the business of this Company.


 


		16.	COMPANY SECRECY



 


At all times during your service with the
Company, you shall not divulge or disclose to any persons or corporate body, without the specific permission of the Company Directors,
any company’s policy or secrets or any confidential or proprietary information entrusted to you or coming to your knowledge.


 


		17.	COMPANY RULES



 


You shall be subjected to the company’s
rules and regulations and HR policies & procedures as may be made known to you from time to time by Company.


 


		18.	VARIATION CLAUSE



 


The Company reserves the right to add,
amend, withdraw or revise any or all of the above terms and conditions by way of memo, email, digital communication, circular or any form
of notification by company. Other terms and conditions of employment as stipulated in the Employee’s Handbook and in accordance
with regulation, memo, circular or any notification by company.


 


		19.	GOVERNING LAW 



 


The terms as stipulated above shall be
interpreted in accordance with the laws of Malaysia. In the event of any dispute, the parties shall submit to the exclusive jurisdiction
of the Courts of Malaysia.


 


If you find the above terms favourable,
please indicate your acceptance within Fourteen (14) days from the date of this letter.


 


This offer will automatically lapse and
can no longer be accepted if we do not hear from you by the stipulated date


 




    	 



     


    

 


	Yours sincerely	 	 
	Acting for HR	 	Witness By:
	 	 	 
	 	 	 
	 	 	 
	HR/Admin Executive	 	Executive Chairman
	 	 	 
	 	 	 


 




I, ..................................................,
( NRIC No:            ) hereby accept the above Terms & Conditions and agree to commence work as stipulated in this Letter of Offer/Appointment


 


	Signature:	 
	 	 
	Date: