Senior Executive Employment Agreement between iGate and Phaneesh Murthy



 Exhibit 10.5 

 

 

 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT 
 BETWEEN 
 iGATE Global Solutions Limited

 AND 
 Phaneesh Murthy 







 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT 
 This Senior Executive Employment Agreement is made as of the 18th day of April, 2008 (the “Employment
Agreement”) by and between iGATE Global Solutions Limited, a company incorporated under the Indian Companies Act, 1956 as amended (the “Companies Act”) with its registered office at 158-162P & 165P-170P,
EPIP Phase II, Whitefield, Bangalore - 560 066, India, (“iGATE Global”) and Phaneesh Murthy aged 44 years and residing at 33245. Lark Way, Fremont California 94555, USA (“Executive”). 
 NOW THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and Executive agree as follows: 
 I. Definitions. As used herein: 
 (a) “Action”
shall mean any action, suit or legal, administrative or arbitral proceeding or investigation before any governmental or regulatory authority; 
 (b) “Affiliate” with respect to a specified Person, means any other Person directly or indirectly controlling, controlled by or under common control with such specified Person;
provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals
exercising similar authority with respect to such Person; 
 (c) “Company” shall mean iGATE Global and
any Affiliate or joint venture of iGATE Global, including any direct or indirect holding company or subsidiary of iGATE Global, as well as any of their respective operating divisions; 
 (d) “Company Business” shall mean the business conducted by the Company: 
 (e) “Confidential Information” shall include, but is not necessarily limited to, any information which may include,
in whole or part, information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial
information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, know how and operating
methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information; 
 (f) “Competing Business” shall mean any business which provides, designs, develops, markets, engages in, invests in, produces or sells any products, services, or businesses

  

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which are the same or similar to the Company Business or those provided, designed, developed, marketed, engaged in, invested in, produced or sold by the Company; 
 (g) “Customer(s)” shall mean any individual, corporation, partnership, business or other entity, whether for-profit
or not-for-profit (i) whose existence and business is known to Executive as a result of Executive’s access to the Company’s business information. Confidential Information, customer lists or customer account information (including any
Person to whom the Company makes a written proposal to provide services during the term of this Agreement); (ii) that is a business entity or individual with whom the Company has a valid and subsisting contract as of the date of this Agreement; or
(iii) a business entity or individual with whom the Company enters into a valid contract during the term of this Agreement. 
 (h) “Person” means any individual, sole, proprietorship, corporation, company, partnership, limited liability company, joint venture, unincorporated society, governmental authority, association or trust or any other
entity or organization. 
 (i) “Term” means the five year period commencing on the effective date of this Employment
Agreement (i.e. August 22, 2008) and ending on August 21, 2013. 
 2. Employment. iGATE Global hereby continues
the employment of Executive and Executive hereby accepts full time employment with iGATE Global on the terms and conditions contained in this Employment Agreement. Except as set forth on Schedule 2 hereto, Executive confirms that there are no
Actions pending against him and, to the best knowledge of Executive, there are no Actions threatened against him. 
 3.
Duties. 
 (a) Executive shall serve iGATE Global as Managing Director and Chief Executive Officer (CEO) and agrees to
promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position, and any other duties as may be assigned to Executive by the Company from time to time. Executive will be responsible for the
day-to-day business operations of the Company, subject to the supervision and direction of the board of directors of the Company. 
 (b) Executive agrees to perform his duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his best efforts to advance the business and goodwill of the Company. Executive agrees to devote all of
his business time, skill, energy and attention exclusively to the business of the Company except for (i) positions on the board of directors of other companies currently held by Executive and disclosed on Schedule 3(b) hereto, and
(ii) positions on the board of directors of other companies proposed to be taken up by Executive and disclosed to iGATE and in respect of which iGATE grants its approval in writing. 
 (c) During the time Executive is employed with iGATE Global, he will not engage in any other business for his own account or be employed by
any other Person, or render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other Person without the prior written approval of iGATE Global. 
 4. Place of Work. Executive will he based at California. United States of America but may be relocated to other locations, based on
mutual agreement. Executive’s duties will include travel in the United States of America, India and other countries, often at short notice. Executive confirms that he has a valid passport and that iGATE Global has entered into this Employment
Agreement on that understanding. 
  

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 5. Compensation. Executive’s annual salary’ and other compensation as of
the date of this Employment Agreement are as set forth on Attachment A hereto. The salary and compensation are subject to being reviewed and modified annually by iGATE Global. iGATE Global shall be entitled to withhold from any payments due
to Executive pursuant to the provisions of this Employment Agreement, any amounts required to be withheld by any applicable taxing or other authority, or any amounts loaned to Executive by the Company. 
 6. Policies and Practices. Executive agrees to abide by all the Company rules, regulations, instructions, policies, practices and
procedures as amended from time to time and as posted on the Company’s intranet and to indemnify the Company for any loss suffered as a consequence of a breach by Executive of such Company rules, regulations, instructions, policies, practices
and procedures. 
 7. Non-Competition. In order to protect the Company’s legitimate and protectible business
interest Executive covenants and agrees that for the entire period of his employment with iGATE Global, Executive shall not either directly or indirectly engage in any Competing Business or to own, manage, operate, control or participate in, or have
any ownership interest in (except an ownership not exceeding two percent (2%) of the stock of a listed public company), or make loans to, or promote or assist financially or otherwise aid or advise as an agent, consultant, officer, partner,
director, employee, independent contractor or otherwise, whether directly or indirectly, any Person who is engaged in, or operates, or attempts to operate any business or service which is a Competing Business anywhere in the world, including the
Republic of India or any political sub-division thereof. 
 8. Non-Solicitation. In order to protect the business
interest and goodwill of the Company with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of his employment with iGATE Global, and for a period of two
(2) years after termination of Executive’s employment. Executive shall not: 
 (a) directly or indirectly contact any
Customer of the Company for the purpose of soliciting such Customer to purchase, lease or license a product or service that is the same as, similar to, or in competition with those products and/or services provided, rendered, offered or under
development by the Company; or 
 (b) directly or indirectly interfere with or attempt to disrupt the relationship, contractual
or otherwise, between the Company and any of its employees or solicit, induce or attempt to induce employees of the Company to terminate employment with the Company and become self-employed or employed with others, or knowingly permit any Person or
business directly or indirectly controlled by him to do any of the foregoing. 
 9. Nondisclosure and Nonuse of Confidential
Information. Executive covenants and agrees that during Executive’s employment or any time after the termination of such employment, not to communicate or divulge to any Person, either directly or indirectly, and to hold in strict
confidence for the benefit of the Company, all Confidential Information except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of
Executive’s employment. Executive will not use any Confidential Information for any purpose or for Executive’s personal benefit other than in the course and within the scope of Executive’s employment. Executive agrees to sign and
abide by the terms and conditions of the Confidential Information and Intellectual Properly Protection Agreement, a

  

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copy of which is attached hereto as Attachment B and incorporated as though fully set forth herein. Notwithstanding the foregoing, the confidentiality obligations of this Section 9
will not apply to information which: (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have
been generally available to the public other than as a result of a breach by Executive of his confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information
other than from Executive or other than as a result of a breach by Executive of his confidentiality obligations herein contained 
 10. Termination. 
 (a) iGATE Global may terminate Executive’s employment with or without cause under the
following conditions: 
 (i) With Cause Termination. iGATE Global may, immediately and without notice,
terminate Executive from employment with “Cause”. “Cause” shall mean (i) the commission of a crime involving moral turpitude, theft, fraud or deceit; (ii) conduct that has an adverse effect on the Company’s
reputation, (iii) substantial or continued unwillingness to perform duties as reasonably directed by the board of directors of iGATE Global: (iv) gross negligence or deliberate misconduct; or (v) any material breach of Section 6
and any breach of Sections 2, 3, 7, 8, 9, or 13 of this Employment Agreement, or the Confidential Information and Intellectual Property Protection Agreement. Executive acknowledges that he has continuing obligations under this Employment Agreement
including, but not limited to Sections 7, 8, and 9, in the event that he is terminated with Cause: provided that if Executive’s employment is terminated pursuant to Section 10(a) (ii), then Executive will be paid six (6) months
(“Severance Period”) severance pay based on Executive’s last basic salary. 
 (ii)
Without Cause. In the event that Executive’s employment is terminated without Cause, Executive will be given not less than six (6) months prior written notice of such termination. In the event iGATE Global desires to terminate
Executive’s employment without Cause, without prior notice as set out in this Section 10(a)(ii), then Executive will be paid six (6) months (“Severance Period”) severance pay based on Executive’s last
basic salary. Executive acknowledges Executive’s continuing obligations under this Employment Agreement including, but not limited to Sections 7, 8 and 9, in the event that Executive is terminated without Cause. Executive further acknowledges
that the payment of any severance under this Employment Agreement is conditioned upon Executive first signing an agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time.

 (b) Executive may terminate his employment by giving not less than three (3) months prior written notice of his
intention to terminate, provided, however, that iGATE Global may decide to end his employment at any time during those three (3) months, upon payment to Executive of the salary due to Executive for the remainder of the said three
(3) months notice period based on Executive’s last basic salary. Executive acknowledges his continuing obligations under this Employment Agreement including, but not limited to Sections 7, 8 and 9, in the event that Executive terminates
his employment with iGATE Global. 
 (c) This Agreement will terminate upon the expiration of the Term. 
  

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 11. Equitable Relief; Fees and Expenses. Executive stipulates and agrees that any
breach of this Employment Agreement by him will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages
in an action at law. For these reasons, iGATE Global shall have the right, without objection from Executive, to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may he necessary to protect the Company
against, or on account of, any breach by Executive of the provisions of this Employment Agreement without the need to post bond. Such right to equitable relief is in addition to all other legal remedies iGATE Global may have to protect its rights.
In the event iGATE Global obtains any such injunction, order, decree or other relief, in law or in equity, for any breach by Executive of the provisions of this Employment Agreement. Executive shall be responsible for reimbursing iGATE Global for
all costs associated with obtaining the relief, including reasonable attorneys’ fees, and expenses and costs of suit. 
 12. Amendments. No supplement, modification, amendment or waiver of the terms of this Employment Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby. No waiver of any of the
provisions of this Employment Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to
insist upon strict compliance with any of the terms and conditions of this Employment Agreement shall not be deemed a waiver of any such terms or conditions. 
 13. Acknowledgments of Executive. 
 (a) Executive hereby acknowledges and
agrees that: (i) this Employment Agreement is necessary for the protection of the legitimate business interests of the Company: (ii) the restrictions contained in this Employment Agreement may be enforced in a court of law whether or not
Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above: (iv) Executive has received adequate and valuable consideration for entering into this
Employment Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Employment Agreement and the existence of any claim or cause of action Executive may have against the Company, whether
predicated on this Employment Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Employment Agreement is a mandatory condition precedent to
Executive’s receipt of the consideration provided herein. 
 (b) Executive acknowledges that the Company is engaged in
business in India, as well as in other countries and that the marketplace for the Company’s products and services is worldwide. Executive further covenants and agrees that the length of term and types of activities restrictions (non-competition
restrictions) contained in this Employment Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business. 
 (c) In the event that a court of competent jurisdiction shall determine that one or more of the provisions of Sections 7 or 8 are so broad
as to be unenforceable, then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make Section 7 or 8, as applicable, enforceable. If Executive violates the provisions of Section 8,
the period described therein shall be extended by that number of days which equals the aggregate of all days during which at any time any such violations occurred. Executive acknowledges that the offer of employment by iGATE Global and the
compensation payable for entering into this Employment Agreement is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in Sections 7 and 8. 
  

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 14. Full Understanding. Executive acknowledges that he has been afforded the
Opportunity to seek legal counsel, he has carefully read and fully understands all of the provisions of this Employment Agreement and that he, in consideration for the compensation set forth herein, is voluntarily entering into this Employment
Agreement. 
 15. Severability. This Employment Agreement supersedes all prior agreements, written or oral, between the
parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Employment Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Employment
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this
Employment Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart
from this Employment Agreement and shall survive the termination of Executive’s employment with iGATE Global for any reason. 
 16. Entire Agreement. This Employment Agreement, the other agreements provided for herein and the Attachments attached hereto, set forth the entire understanding of the parties with respect to the subject matter hereof, and
supercedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between iGATE Global and Executive. Without limiting the generality of the foregoing, the parties hereby
agree that the employment agreement dated August 22, 2003 between the parties is hereby terminated by mutual consent. 
 17. Governing Law; Jurisdiction. The parties agree that this Employment Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of India, without giving effect to the
conflict of law provisions thereof. The courts at Bangalore, Karnalaka shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Employment Agreement. 
 18. Assignment. The Company shall have the right to assign this Employment Agreement to any Affiliate or to any other Person in
connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Employment Agreement to any such
assignee. Executive may not assign this Employment Agreement. 
 19. Notices. Any notice or other communication required
or permitted to be given under this Employment Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or if transmitted by facsimile to a party at its address set forth below: 
  

							
		 	(a)	  	to iGATE Global at:
				
		 		  	Address:	  	158-162P & 165P-170P, EPIP Phase II,
		 		  		  	Whitefield, Bangalore - 560 066 India
				
		 		  		  	Facsimile: 080-4125 9090
		 		  		  	Attention: Vice President - Legal & Company Secretary

  

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		 	(b)	  	to Executive at:
				
		 		  	Address:	  	33245, Lark Way, Fremont,
		 		  		  	California 94555, USA
				
		 		  		  	 Facsimile: + 1-510-972-7174
 Attention: Mr. Phaneesh Murthy


 or to such other address as the party to whom such notice is to be given shall have
last notified the party giving the notice in the manner provided in this Section 19. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 19 shall be deemed to have been given and received on the
day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the
next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth business day following the date of its mailing. Any notice transmitted by facsimile shall be deemed given and received upon
receipt of a confirmed answer back following transmission. 
 20. Counterparts. This Employment Agreement may be executed
in counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument. 
 21. Headings. The headings used in this Employment Agreement are for convenience only and are not to be considered in construing or interpreting this Employment Agreement. 
 22. Survival. The provisions of Sections 7, 8, 9, 10, 11, 13, 17 and this Section 22 of this Employment Agreement shall survive
the termination of Executive’s employment with the Company for any reason. 
 I ACKNOWLEDGE THAT I HAVE CAREFULLY READ
AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS EMPLOYMENT AGREEMENT. 
  

									
	iGATE Global Solutions Limited	 		 	
				
	By:	 	 /s/ Ashok Trivedi
	 		 	 /s/ Phaneesh Murthy

		 	Name: Ashok Trivedi	 		 	Phaneesh Murthy
		 	Title: Chairman	 		 		 	
					
	Witness:	 	 /s/ Mukund Srinath
	 		 	Witness:	 	 /s/ Srinivasarao Kandula

	Name:	 	Mukund Srinath	 		 	Name:	 	Srinivasarao Kandula
	Date:	 	April 18, 2008	 		 	Date:	 	April 18, 2008

  

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 Compensation 
 ATTACHMENT A 
  

	1.	Annual Base Salary: Annual Base Salary of US$5,00,000 (US Dollars Five Lakhs Only) (or a monthly base salary of US$41,666 (US Dollars Forty One Thousand
Six Hundred and Sixty Six Only)) provided that the Board of Directors of the Company (Board) may, at their discretion, review the base salary of the Executive from time to time and grant such increments, not exceeding 33.33% of the then base salary
at any one time, as may be deemed appropriate provided that the annual base salary shall not exceed US$7,50,000 (US Dollars Seven Lakhs Fifty Thousand Only) (or a monthly base salary of US$62,500 (US Dollars Sixty Two Thousand Five Hundred
Only)). 

  

	2.	Annual Performance Based Incentive: Annual Performance Based Incentive upto US$2,00,000 based on the performance criteria determined by the Board provided
that the Board may, at their discretion based upon a review of the performance of the Company and the contribution of the Executive therein, revise the Annual Performance Based Incentive to a higher amount not exceeding US$6,00,000 per
annum. The Annual Performance Based Incentive to be quantified and to be paid quarterly /half yearly or annually as the Board may determine. 

  

	3.	Expenses. iGATE Global will reimburse all properly documented expenses reasonably related to Executive’s performance of Executive’s duties hereunder in
accordance with its standard policy. 

  

	4.	Holidays. Executive will be entitled to avail of holidays as per the policies of iGATE Global in force from time to time. 

  

	5.	Benefits. Executive’s entitlement to the benefit schemes of iGATE Global shall be in accordance with the applicable law and as per iGATE Global policies in
force from time to time. Executive is entitled to join the benefit schemes of iGATE Global, which may include health or other insurance packages, if iGATE Global decides to offer these to its employees. Executive understands that, if offered, the
terms of these schemes may be changed from time to time by iGATE Global and agrees to keep himself informed of the same. 

  

	6.	Company Car. Executive will be entitled to a company car. 

  

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 ATTACHMENT B 
 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 
 PROTECTION AGREEMENT 
 This Agreement is made as of the 17th, day of April, 2008 (the “Employment
Agreement”) by and between iGATE Global Solutions Limited, a company incorporated under the Indian Companies Act, 1956, as amended (the “Companies Act”) with its registered office at 158-162P &
165P-170P, EPIP Phase II, Whitefield, Bangalore - 560 066, India, (“iGATE Global”) and Phaneesh Murthy aged 44 years and residing at 33245, Lark Way, Fremont California 94555, USA (“Executive”),

 RECITALS 
 WHEREAS, Executive has been employed by the Company as CEO and Managing Director of iGATE Global, and that in the performance of Executive’s duties in such capacity. Executive may acquire
Confidential Information or Trade Secrets (as those terms are defined below) relating to the Company’s business (or that of its Affiliates or Customers) and Executive may develop copyrightable works, inventions or improvements relating to the
Company’s products and business (or that of its Affiliates); and 
 WHEREAS, it is the understanding between the Company
and Executive that the Company shall have certain rights in such Confidential Information, Trade Secrets, copyrightable works, inventions and improvements; 
 NOW, THEREFORE, in consideration of the Company’s agreement to employ Executive and the salary and other compensation paid to Executive by the Company during Executive’s employment by the
Company, Executive agrees as follows: 
 As used herein: 
 (a) “Affiliate” with respect to a specified Person, means any other Person (a) directly or indirectly
controlling, controlled by or under common control with such specified Person; or (b) who is a Relative of such Person or their Affiliate; provided, however, that, for purposes of this definition, the terms
“controlling”, “controlled by” or “under common control with” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by Contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person; 
 (b) “Company” shall mean iGATE Global and any Affiliate or joint venture of iGATE Global, including any direct or
indirect holding company or subsidiary of iGATE Global, as well as any of their respective operating divisions; 
 (c)
“Confidential Information” shall include, but is not necessarily limited to, any information which may include, in whole or part, information concerning the Company’s accounts, sales, sales volume, sales methods, sales
proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data,

  

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compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted
information, know how and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information: 
 (d) “Customer(s)” shall mean any individual, corporation, partnership, business or other entity, whether for-profit
or not-for-profit (i) whose existence and business is known to Executive as a result of Executive’s access to the Company’s business information. Confidential Information, customer lists or customer account information (including any
Person to whom the Company makes a written proposal to provide services during the term of the Executive’s employment with the Company): (ii) that is a business entity or individual with whom the Company has a valid and subsisting contract
as of the date of this Agreement; or (iii) a business entity or individual with whom the Company enters into a valid contract during the term of this Agreement: 
 (e) “Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society, governmental authority, association or trust or
any other entity or organisation: and 
 (f) “Trade Secret” means any useful process, machine or other
device or composition of matter which is new and which is being used or studied by the Company and is not described in a patent or described in any literature already published and distributed externally by the Company; the source code or algorithms
of any software developed or owned by the Company: any formula, plan, tool, machine, process or method employed by the Company, whether patentable or not, which is not generally known to others; business plans and marketing concepts of the Company;
marketing or sales information of the Company; financial information or projections regarding the Company or potential acquisition candidates of the Company; financial, pricing and/or credit information regarding clients or vendors of the Company; a
listing of names, addresses or telephone numbers of Customers or clients of the Company; internal corporate policies and procedures of the Company; and any other undisclosed information protected in accordance with any applicable law. 
 Executive hereby acknowledges and agrees that each of the copyrightable works authored by Executive (including, without limitation, all
software and related documentation and all web site designs), alone or with others, during Executive’s employment by the Company shall be deemed to have been to be works prepared by Executive within the scope of Executive’s employment by
the Company and, as such, shall be deemed to be “works made in the course of employment under a contract of service” under Indian copyright laws from the inception of creation of such copyrightable works. In the event that any of such
copyrightable works shall be deemed by a court of competent jurisdiction not to be a “works made in the course of employment under a contract of service”, this Agreement shall operate as an irrevocable assignment by Executive to the
Company of all right, title and interest in, and to, such copyrightable works, including, without limitation, all worldwide copyright interests therein, in perpetuity. The fact that such copyrightable works are created by Executive outside of the
Company’s facilities or other than during Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such works which otherwise fall within this paragraph 2. Executive agrees to execute and
deliver to the Company such further instruments or documents as may be requested by the Company in order to effectuate the purposes of this paragraph 2. 
 Executive shall promptly and fully disclose to the Company all inventions or improvements made or conceived by Executive, solely or with others, during Executive’s employment by the Company and,
where the subject matter of such inventions or improvements results from or is

  

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suggested by any work which Executive may do for, or on behalf of, the Company or relates in any way to the Company’s products, business or operations (or that of its Affiliates), the
Company shall have all rights to such inventions and improvements, whether they are patentable or not. The fact that such inventions and improvements are made or conceived by Executive outside of the Company’s facilities or other than during
Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such inventions or improvements which otherwise fall within this paragraph 3. 
 Notwithstanding anything in this Agreement, the Company shall have no rights pursuant to this Agreement in any invention of Executive made
during the term of Executive’s employment by the Company, if such invention has not arisen out of, or by reason of, Executive’s work with the Company or does not relate to the products, business or operations of the Company or that of its
Affiliates, although Executive shall nonetheless inform the Company of any such invention. 
 At the request of the Company,
either during or after termination of Executive’s employment by the Company. Executive shall execute, or join in executing, all papers or documents required for the filing of patent applications in India and such foreign countries as the
Company may elect, and Executive shall assign all such patent applications to the Company or its nominee, and shall provide the Company or its agents or attorneys with all reasonable assistance in the preparation and prosecution of patent
applications, drawings, specifications and the like, all at the expense of the Company, and shall do all that may be necessary to establish, protect and maintain the rights of the Company or its nominee in the inventions, patent applications and
specifications in accordance with the spirit of this Agreement. 
 Executive shall treat as confidential all Trade Secrets and
Confidential Information belonging to the Company (or information belonging to third parties to which the Company shall owe an obligation of secrecy), which is disclosed to Executive, or which Executive may acquire or develop, or which Executive may
observe in the course of Executive’s employment by the Company and which at the time of disclosure is not previously known to Executive, and not known or used by others in the trade generally, and Executive shall not disclose, publish or
otherwise use, either during or after termination of Executive’s employment by the Company, any such Trade Secrets or Confidential Information without the prior written consent of the Company except that Executive may disclose such Confidential
Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment. Notwithstanding the foregoing, the confidentiality obligations of this paragraph 6 will not apply to
information which: (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally
available to the public other than as a result of a breach by Executive of his confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from
Executive or other than as a result of a breach by Executive of his confidentiality obligations herein contained. 
 Upon
termination of employment with Company for any reason, Executive shall promptly deliver to Company the originals and copies of all correspondence, drawings, manuals, computer related or generated information, letters, notes, notebooks, reports,
prospect lists, customer lists, flow charts, programs, proposals, and any documents concerning Company’s business, Customers or suppliers and, without limiting the foregoing, will promptly deliver to Company any and all other documents or
materials containing or constituting Confidential Information or Trade Secrets. Executive agrees to maintain the integrity of all stored computer information and agrees not to alter, damage or destroy said computer information before returning it to
Company. 
  

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 Executive shall keep and maintain adequate and current written records of all Trade Secrets
and Confidential Information made by Executive (solely or jointly with others) during the term of employment (“Records”). The Records may be in the form of notes, sketches, drawings, flow charts, electronic data or
recordings, laboratory notebooks and any other format. The Records will be available to and remain the sole property of the Company at all times. Executive shall not remove such Records from the Company’s place of business except as expressly
permitted by the Company. 
 This Agreement shall in no way alter, or be construed to alter, the terms and conditions of any
employment agreement entered into by Executive with the Company. The Company may utilize any portion of Executive’s employment agreement to enforce the terms and conditions set forth herein and remedy any violation of this Agreement. The
Company has the exclusive right to assign this Agreement. 
 The parties agree that this Agreement shall be governed by the laws
of the Republic of India. Jurisdiction and venue is exclusively limited in any proceeding by the Company or Executive to enforce their rights hereunder to the courts of Bangalore. 
 I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT. I UNDERSTAND THAT I AM REQUIRED TO SIGN HIS
AGREEMENT AS A CONDITION OF MY EMPLOYMENT. 
  

	
	Executive:
	
	 /s/ Phaneesh Murthy

	Signature
	
	Date: April 18, 2008


  

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 SCHEDULE 2 
 Actions Pending or Threatened Against Executive 
 None 
  

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 SCHEDULE 3(b) 
 Directorships currently held By Executive 
 1. Global Edge
Software Limited.; 
 2. Future Soft, Inc.; 
 3. Primentor Inc. 
 4. Mascot Systems GmbH 
 5. iGATE Corporation 
 6. iGATE Global Solutions Limited 
  

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