Exhibit 4.8









 






  





 INFOSYS
LIMITED


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement (the "Agreement")
is entered into as of  June 12, 2014 by and between Infosys Limited (the "Company"), and Dr.Vishal Sikka ("Executive") and
together with the Company, the "Parties").


 




	I.	Duties and Scope of Employment.






	 	 	 	 
	(a)	Positions and Duties.
	 	 	 	 
	 	(i)	CEO Designate Period. Effective June 14, 2014 and through July 31, 2014 (such period, the "CEO Designate
    Period"), Executive will serve as the Company's additional Whole-time Director and Chief Executive Officer Designate.
	 	 	 	 
	 	(ii) 	CEO and Managing Director Period. Commencing August 1, 2014 (the "CEO Start Date") and immediately
    following the CEO Designate Period without a break in service, Executive will serve as the Company's Chief Executive Officer
    and Managing Director. Executive will render such business and professional services in the performance of his duties, consistent
    with Executive's position within the Company, as will reasonably be assigned to him by the Company's Board of Directors (the
    "Board").
	 	 	 	 
	(b)	Employment Term. Unless earlier terminated by either Party
                                         pursuant to the terms of this Agreement, the term of this Agreement shall begin on June
                                         14, 2014 (the "Effective Date"), and shall terminate on the fifth anniversary
                                         of the CEO Start Date (the "Employment Term").
	 	 	 	 
	(c) 	Board Membership. During the Employment Term, Executive will serve
                                      as a member of the Board, subject to any required Board, shareholder and regulatory approval.
	 	 	 	 
	(d)	Obligations. During the Employment Term, Executive will perform his
                                      duties faithfully and to the best of his ability and will devote his full business efforts
                                      and time to the Company. For the duration of the Employment Term, Executive agrees not to
                                      actively engage in any other employment, occupation, board position or consulting activity
                                      for any direct or indirect remuneration without the prior approval of the Board. The Executive
                                      will observe all rules and regulations under applicable law and the Articles of Association
                                      of the Company, in force, during the term of this Agreement and will discharge his powers
                                      and duties subject to the overall supervision and control of the Board. The Executive shall,
                                      at all times, keep the Board promptly and fully informed of the conduct of the business
                                      operations and all related affairs of the Company and provide such further information,
                                      written records and/or explanations as the Board may, from time to time, require, including
                                      actions undertaken pursuant to specific resolutions of the Board.
	 	 	 	 
	(e) 	Approvals. Executive's employment with the Company is conditioned
                                      on the approval of the Company's shareholders and applicable regulatory approvals, including
                                      but not limited to approval by the Ministry of Corporate Affairs in India.
	 	 	 	 
	(f)	Representations by the Executive. Executive's employment with the
                                      Company is conditioned on the Executive's representation that:
	 	 	 	 
	 	(i) 	he is not disqualified or prevented from acting as a Director and Managing Director on the Board of the Company, under applicable law including the Indian Companies Act, 2013;
	 	 	 	 
	 	(ii) 	the execution, delivery and performance by the Executive of this Agreement will not violate, conflict with, result in a breach of the terms, conditions or provisions of, result in the creation of any encumbrances or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) or an event creating rights of acceleration, modification, termination, cancellation or a loss of rights under any contract to which the Executive is a party including any non-compete or non-solicitation agreement or obligation, any approval, order, judgment, decree or award to which the Executive is a party or by which he is bound or any law applicable to the Executive; and
	 	 	 	 
	 	(iii) 	this Agreement has been duly and validly executed by the Executive and upon execution and delivery, this Agreement will constitute, legal, valid and binding obligations of the Executive, enforceable against him in accordance with its terms.
	 	 	 	 
	2. 	At- Will Employment. The Parties agree that Executive's employment
                                     with the Company will be "at-will" employment with the primary place of business in California,
                                     and may be terminated at any time with or without cause or notice. Executive understands
                                     and agrees that neither his job performance nor promotions, commendations, bonuses or the
                                     like from the Company give rise to or in any way serve as the basis for modification, amendment,
                                     or extension, by implication or otherwise, of his employment with the Company. However, as
                                     described in this Agreement, Executive may be entitled to severance benefits depending on
                                     the circumstances of Executive's termination of employment with the Company. Notwithstanding
                                     the at-will nature of the Parties' relationship, both Parties agree to provide the other with
                                     90 days notice prior to terminating this Agreement for reasons other than Cause, Disability,
                                     death or Good Reason. The Company may, in its discretion, satisfy its notice obligation under
                                     this Section by providing Executive with the equivalent of 90 days of his (a) Base Pay, (b)
                                     an amount equal to 3 times the Liquidated Pay-out, as defined below, (c) vesting of RSUs,
                                     and (d) other compensation and benefits that Executive would have earned during the Notice
                                     Period had Executive remained employed during such Notice Period. Liquidated Pay-out shall
                                     mean (i) the average monthly Variable Pay paid in the previous twelve months of Executive's
                                     Employment Term or (ii) if the Executive's employment is terminated earlier than twelve months
                                     from Effective Date then, the average monthly pay-out percentage of variable pay paid to
                                     the Company's executive vice presidents in fiscal 2014.
	 	 	 	 
	3. 	Compensation.
	 	 	 	 
	 	(a)	Base Pay. During the Employment Term, the Company will pay Executive an annual salary of U.S. $900,000
    as compensation for his services (the "Base Pay"). The Base Pay will be paid periodically in accordance with the Company's
    normal payroll practices and be subject to the usual, required withholdings.
	 	 	 	 
	 	(b)	Variable Pay. Executive will be eligible to receive annual variable pay ("Variable Pay") at
    a target level of U.S. $4,180,000 each fiscal year, less applicable withholdings (the "Target Variable Pay"), subject
    to the Company's achievement of certain fiscal year milestones as determined by the Board (or its committee) in its sole discretion
    after consultation with Executive (each, a "Milestone"). The Board (or its committee) reserves the authority to set
    Milestones on a GAAP or non-GAAP basis.
	 	 	 	 
	 		(i)	Timing of Variable Pay. Variable Pay, or any portion thereof, will be
                 paid as soon as practicable after the Board (or its committee) determines that the Variable Pay has been earned,
                 but in no event shall the Variable Pay be paid after the later of (i) the  15th day of the 3rd month following
                 the close of the Company's fiscal year in which the Variable Pay is earned or (ii) March 15 following the calendar
                 year in which the Variable Pay is earned.
	 	 	 	 
	 	(c) 	Stock Compensation. Subject to approval by the Board (or its committee), Executive will be eligible
    to receive an annual grant of restricted stock units ("RSUs") covering either Company equity shares or American Depositary
    Shares (in either case, "Shares") having a "value" on the grant date equal to U.S. $2,000,000 (the "Annual RSU Grant").
    For purposes of the previous sentence, "value" will be the closing trading price of the applicable Share on the applicable
    stock exchange on the date of grant. Each Annual RSU Grant shall be granted on the first day of each Company fiscal year during
    the Employment Term; provided, however, that Executive's first Annual RSU Grant will occur on or shortly after the CEO Start
    Date and will be pro-rated to account for the partial time Executive was employed during Fiscal 2015.
	 	 	 	 
	 	(d)	Review and Adjustment of Compensation. Executive's compensation, including Base Pay, Variable Pay and
    the Annual RSU Grant will be subject to review and adjustments by the Company in its discretion, and subject to any limits
    under applicable law and Executive's right to terminate this Agreement for Good Reason.
	 	 	 	 
	4. 	Employee Benefits. During the Employment Term, Executive will be entitled
                                     to participate in the employee benefit plans currently and hereafter maintained by the Company
                                     of general applicability to other whole-time directors of the Company. The Company reserves
                                     the right to cancel or change the benefit plans and programs it offers to its whole-time
                                     directors at any time.
	 	 	 	 
	5. 	Vacation. Executive will be entitled to paid vacation in accordance
                                     with the Company's vacation policy as applicable to its whole-time directors, with the timing
                                     and duration of specific days off mutually and reasonably agreed to by the Parties hereto.
	 	 	 	 
	6.	Expenses. The Company will reimburse Executive for reasonable travel,
                                     entertainment or other expenses incurred by Executive in the furtherance of or in connection
                                     with the performance of Executive's duties hereunder, in accordance with the Company's expense
                                     reimbursement policy for whole-time directors as in effect from time to time.
	 	 	 	 
	7. 	Severance.
	 	 	 	 
	 	(a) 	Termination for other than Cause, death, Disability, or Executive's resignation for Good Reason. If
    during the Employment Term, the Company (or any parent or subsidiary or successor of the Company') terminates Executive's
    employment with the Company other than for Cause, or due to Executive's death or Disability, or if Executive resigns for Good
    Reason, or if the·Executive's employment is not renewed at the expiry of
    the Employment Term then, subject to Section 8, Executive will be entitled to receive:
	 	 	 	 
	 	 	(i) 	continuing payments of severance pay at a rate equal to Executive's Base Pay rate, as then in effect, for a period of
eighteen (18) months and 18 times the Liquidated Pay-Out paid in equal installments in accordance with Company's payroll practices
over a period of 18 months. The severance will be paid, less applicable withholdings, in installments over the severance period
with the first payment to commence on the 61st day following Executive's termination of employment (and include any severance
payments that otherwise would have been paid to Executive within the 60 days following Executive's termination date), with
any remaining payments paid in accordance with the Company's normal payroll practices for the remainder of the severance period
following Executive's termination of employment (subject to any delay as may be required by Section 8(d)).
	 	 	 	 
	 	 	(ii)	 if Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA") within the time period prescribed pursuant to COBRA for Executive and Executive's eligible dependents, then
the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately
prior to Executive's termination) until the earlier of (A) a period of 18 months from the date of termination or (B) the date
upon which Executive and/or Executive's eligible dependents are no longer eligible for COBRA continuation coverage. The reimbursements
will be made by the Company to Executive consistent with the Company's normal expense reimbursement policy. Notwithstanding
the first sentence of this Section 7(a)(ii), if the Company determines in its sole discretion that it cannot provide the foregoing
benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation,
Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment,
payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly
COBRA premium that Executive would be required to pay to continue the group health coverage for Executive and/or Executive's
eligible dependents in effect on the termination of employment date (which amount will be based on the premium for the first
month of COBRA coverage), which payments will be made regardless of whether Executive and/or Executive's eligible dependents
elect COBRA continuation coverage and will commence on the month following Executive's termination of employment and will
end on the earlier of (a) the date Executive becomes eligible for similar health and dental benefits pursuant to a benefit
plan of a subsequent employer or (b) the date the Company has paid an amount equal to 18 payments. Any such taxable monthly
payments that otherwise would have been paid to Executive within the 60 days following Executive's termination date instead
will be paid on the 61st day following Executive's termination of employment, with any remaining payments paid as provided
in the prior sentence (subject to any delay as may be required by Section 8(d)). For the avoidance of doubt, the taxable payments
in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA,
and will be subject to all applicable tax withholdings.
	 	 	 	 
	 	 	(iii) 	accelerated vesting as to 100% of Executive's then-outstanding RSUs. Any accelerated RSUs will be settled on the 61st
day following Executive's termination of employment (subject to any delay as may be required by Section 8(d)).
	 	 	 	 
	 	(b)	Termination for Cause, death, Disability, or Resignation without Good Reason. If Executive's employment
    with the Company (or any parent or subsidiary or successor of the Company) terminates voluntarily by Executive without Good
    Reason, or for Cause, death, or Disability by the Company, then (i) all vesting will terminate immediately with respect to
    Executive's outstanding RSUs or other equity awards, (ii) all payments of compensation by the Company to Executive hereunder
    will terminate immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance
    benefits in accordance with the Company's established policies, if any, as then in effect.
	 	 	 	 
	 	(c)	Exclusive Remedy. In the event of a termination of Executive's employment with the Company (or any
    parent or subsidiary or successor of the Company), the provisions of this Section 7 are intended to be and are exclusive and
    in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort
    or contract, in equity, or under this Agreement. Executive will be entitled to no severance or other benefits upon termination
    of employment with respect to acceleration of award vesting or severance pay other than those benefits expressly set forth
    in this Section 7.
	 	 	 	 
	8.	Conditions to Receipt of Severance; No Duty to Mitigate.
	 	 	 	 
	 	(a)	Separation Agreement and Release of Claims. The receipt of any severance pursuant to Section 7(a) will
    be subject to Executive signing and not revoking a separation agreement and release of claims in a form agreed to by the Parties
    (the "Release") and provided that such Release becomes effective and irrevocable no later than 60 days following the
    termination date (such deadline, the "Release Deadline"). If the Release does not become effective and irrevocable
    by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will
    severance payments or benefits be paid or provided until the Release becomes effective and irrevocable
	 	 	 	 
	 	(b)	No solicitation. The receipt of any severance benefits pursuant to Section 7(a) will be subject to
    Executive not violating the provisions of Sections 11 and 12. In the event Executive breaches the provisions of Sections 11
    and 12, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 7(a) will immediately
    cease.
	 	 	 	 
	 	(c)	Noncompetition. The receipt of any severance benefits pursuant to Section 7(a) will be subject to Executive
    executing a non competition agreement to the extent that a non­ competition agreement is enforceable under applicable
    laws.
	 	 	 	 
	 	(d) 	Section 409A.
	 	 	 	 
	 	 	(i) 	Notwithstanding anything to the contrary in this Agreement, no severance pay
                 or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together
                 with any other severance payments or separation benefits, are considered deferred compensation under Code Section
                 409A, and the final regulations and any guidance promulgated thereunder ("Section 409A") (together, the
                 "Deferred Payments") will be paid or otherwise provided until Executive has a "separation from service"
                 within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement
                 that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1 (b)(9) will be payable until Executive has a "separation from service" within the meaning of
                   Section 409A.
	 	 	 	 
	 	 	(ii) 	Notwithstanding anything to the contrary in this Agreement, if Executive is a "specified
                  employee" within the meaning of Section 409A at the time of Executive's termination (other than due to death), then the
                  Deferred Payments that are payable within the first 6 months following Executive's separation from service, will become
                  payable on the first payroll date that occurs on or after the date 6 months and 1  day following the date of Executive's
                  separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule
                  applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following
                  Executive's separation from service, but prior to the 6 month anniversary of the separation from service, then any payments
                  delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the
                  date of Executive's death and all other Deferred Payments will be payable in accordance with the payment schedule applicable
                  to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate
                  payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
	 	 	 	 
	 	 	(iii) 	Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.
	 	 	 	 
	 	 	(iv) 	Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service
pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined
below) will not constitute Deferred Payments for purposes of clause (i) above.
	 	 	 	 
	 	 	(v) 	The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments
and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments
to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of
any additional tax or income recognition prior to actual payment to Executive under Section 409A.
	 	 	 	 
	 	(e)	Confidential Information Agreement. Executive's receipt of any payments or benefits under Section 7
    will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section
    11).
	 	 	 	 
	 	(f) 	No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated
    by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.
	 	 	 	 
	9.	Definitions.
	 	 	 	 
	 	(a)	Cause. For purposes of this Agreement, "Cause" is defined as
	 	 	 	 
	 	 	(i) 	an act of dishonesty made by Executive in connection
with Executive's responsibilities as an employee,
	 	 	 	 
	 	 	(ii) 	Executive's conviction of, or plea of nolo contendere to, a felony or
                  any crime involving fraud, Embezzlement or any other act of moral turpitude,
	 	 	 	 
	 	 	(iii) 	Executive's gross misconduct
	 	 	 	 
	 	 	(iv) 	Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other
party to whom Executive owes an obligation of nondisclosure as a result of Executive's relationship with the Company;
	 	 	 	 
	 	 	(v) 	Executive's willful breach of any obligations under any written agreement or covenant with the Company after Executive
has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company's
belief that Executive has materially breached and has failed to cure such breach within 15 business days after receiving such
notice;
	 	 	 	 
	 	 	(vi) 	Executive's continued failure to perform his employment duties after Executive has received a written demand of performance
from the Company which specifically sets forth the factual basis for the Company's belief that Executive has not substantially
performed his duties and has failed to cure such non-performance within 15 business days after receiving such notice;
	 	 	 	 
	 	 	(vii) 	Executive's willful failure to cooperate with an investigation by a governmental authority or
	 	 	 	 
	 	 	(viii) 	Executive's disqualification for appointment as a Director under the Indian Companies Act, 2013.
	 	 	 	 
	 	(b)	Code. For purposes of this Agreement, "Code" means the Internal Revenue Code of 1986, as amended.
	 	 	 	 
	 	(c) 	Disability. "Disability" will mean that Executive has been unable to engage in any substantial
    gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death
    or can be expected to last for a continuous period of not less than 12 months.
	 	 	 	 
	 	(d)	Good Reason. For purposes of this Agreement, "Good Reason" is defined as Executive's resignation within
    thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or
    more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, position
    or responsibilities, or the removal of Executive from such position and responsibilities, either of which results in a material
    diminution of Executive's authority, duties or responsibilities; (ii) a material reduction in Executive's Base Pay, Target
    Variable Pay or stock compensation (except where there is a substantially similar reduction applicable to senior executives
    generally, provided that such reduction does not exceed 10%); (iii) the Company's willful breach of any obligations under
    this Agreement after the Company has received a written demand of performance from Executive which specifically sets forth
    the factual basis for Executive's belief that the Company has materially breached and has failed to cure such breach within
    15 business days after receiving such notice; or (iv) the appointment of an Executive Chairman or Executive Vice Chairman to lead the Board of the Company. Executive's resignation
will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or
omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good
Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice,
and such condition has not been cured during such period.
	 	 	 	 
	 	(e)	Section 409A Limit. For purposes of this Agreement, "Section 409A Limit" will mean two (2)
    times     the lesser of: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during
    the Executive's     taxable year preceding the Executive's taxable year of his or her separation from service as determined
    under Treasury Regulation     Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect
    thereto; or (ii) the maximum     amount that may be taken into account under a qualified plan pursuant to Section 401 (a)(17)
    of the Internal Revenue Code for     the year in which Executive's separation from service occurred.
	 	 	 	 
	10.	Limitation on Payments. In the event that the severance and other
                                      benefits provided for in this Agreement or otherwise payable to Executive (i) constitute
                                      "parachute payments" within the meaning of Section 280G of the Code and (ii) but for this
                                      Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then
                                      Executive's severance benefits will be either:
	 	 	 	 
	 	(a) 	delivered in full, or
	 	 	 	 
	 	(b) 	delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code,
	 	 	 	 
	whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting "parachute payments" is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive's equity awards.


 


A nationally recognized certified professional services firm selected by the Company,
the Company's legal counsel or such other person or entity to which the parties mutually agree (the "Firm") shall perform
the foregoing calculations related to the Excise Tax. The Company shall bear all expenses with respect to the determinations by
the Firm required to be made hereunder. For purposes of making the calculations required by this Section, the Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the
application of Code Sections 280G and 4999. The Company and Executive will furnish to the Firm such information and documents
as the Firm may reasonably request in order to make a determination under this Section. The Firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within
15 calendar days after the date on which Executive's right to the severance benefits or other payments is triggered (if requested
at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations
of the Firm made hereunder shall be final, binding, and conclusive upon the Company and Executive.



	 	 	 	 
	11.	Confidential Information. Executive agrees to enter into the
                                         Company's standard Confidential Information and Invention Assignment Agreement (the "Confidential
                                         Information Agreement") upon commencing employment hereunder.
	 	 	 	 
	12. 	Non-Solicitation. Until the date 1 year after the termination of
                                      Executive's employment with the Company for any reason, Executive agrees not, either directly
                                      or indirectly, to solicit any employee of the Company (or any parent or subsidiary of the
                                      Company) to leave his or her employment either for Executive or for any other entity or
                                      person.
	 	 	 	 
	13.	Assignment. This Agreement will be binding upon and inure to
                                         the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's
                                         death and (b) any successor of the Company. Any such successor of the Company will be
                                         deemed substituted for the Company under the terms of this Agreement for all purposes.
                                         For this purpose, "successor" means any person, firm, corporation or other business
                                         entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
                                         acquires all or substantially all of the assets or business of the Company. None of the
                                         rights of Executive to receive any form of compensation payable pursuant to this Agreement
                                         may be assigned or transferred except by will or the laws of descent and distribution.
                                         Any other attempted assignment, transfer, conveyance or other disposition of Executive's
                                         right to compensation or other benefits will be null and void.
	 	 	 	 
	14.	Notices. All notices, requests, demands and other communications
                                      called for hereunder will be in writing and will be deemed given (i) on the date of delivery
                                      if delivered personally, (ii) one day after being sent by a well established commercial
                                      overnight service, or (iii) four days after being mailed by registered or certified mail,
                                      retum receipt requested, prepaid and addressed to the parties or their successors at the
                                      following addresses, or at such other addresses as the parties may later designate in writing:
	 	 	 	 
	 	If to the Company: Infosys Limited


 


Attn: Board of Directors

Electronics City Hosur Road

Bangalore - 560 100

Karnataka India


 


If to Executive:


 


at the last residential address known by the Company.



	 	 	 	 
	15.	Severability. In the event that any provision hereof becomes or is
                                      declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
                                      Agreement will continue in full force and effect without said provision.
	 	 	 	 
	16	Arbitration. Executive agrees that any and all controversies,
                                         claims, or disputes with anyone (including the Company and any employee, officer, director,
                                         stockholder or benefit plan of the Company in their capacity as such or otherwise) arising
                                         out of, relating to, or resulting from Executive's service to the Company, shall be subject
                                         to arbitration in accordance with the Infosys Limited Arbitration Agreement, dated June
                                         15,2014 (the "Arbitration Agreement").
	 	 	 	 
	17.	Integration. This Agreement, together with the Draft June 14, 2014
                                      Board Resolutions, the Confidential Information Agreement, the Arbitration Agreement, the
                                      2011 RSU Plan and any RSU Agreement, represents the entire agreement and understanding between
                                      the parties as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral. This Agreement may be modified only by agreement of the Parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.                                     
	 	 	 	 
	18.	Waiver of Breach. The waiver of a breach of any term or provision
                                      of this Agreement, which must be in writing, will not operate as or be construed to be a
                                      waiver of any other previous or subsequent breach of this Agreement.
	 	 	 	 
	19.	Headings. All captions and section headings used in this Agreement
                                      are for convenient reference only and do not form a part of this Agreement.
	 	 	 	 
	20.	Tax Withholding. All payments made pursuant to this Agreement will
                                      be subject to withholding of applicable taxes.
	 	 	 	 
	21. 	Governing Law. This Agreement will be governed by the laws of the
                                      State of California (with the exception of its conflict of laws provisions).
	 	 	 	 
	22.	Acknowledgment. Executive acknowledges that he has had the opportunity
                                      to discuss this matter with and obtain advice from his private attorney, has had sufficient
                                      time to, and has carefully read and fully understands all the provisions of this Agreement,
                                      and is knowingly and voluntarily entering into this Agreement.
	 	 	 	 
	23. 	Counterparts. This Agreement may be executed in counterparts, and
                                      each counterpart will have the same force and effect as an original and will constitute
                                      an effective, binding agreement on the part of each of the undersigned.



 




IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers,
as of the day and year first above written.






 


COMPANY:  INFOSYS LIMITED


 





	By :	S/d

                           Srikantan Moorthy 
	Date : June 12, 2014
	 	 	 
	Title :	Senior Vice President and Group Head - HRD	 
	 	 	 
	 	EXECUTIVE:	 
	 	 	 
	 	S/d

        Dr. VISHAL SIKKA
	Date : June 12, 2014