EX-4.2



 EXHIBIT 4.2 

THIS AGREEMENT (hereinafter the “Agreement”) made on the 24th day of August, 2012. 

Between 

Tata Motors Limited, a Company incorporated under Indian Companies Act, 1913 and having its Registered Office at Bombay House, 24 Homi
Mody Street, Mumbai 400 001 (hereinafter called “the Company”, which expression shall unless repugnant to the context include its successors and assigns) of the One Part 

And 

Mr. Karl Jonathon Slym, aged 51 yrs., son of Mr. David James Slym, citizen of the United Kingdom (holding valid passport
No.761270658 and valid Directors Identification Number-01875188) of the Other Part. 
 WHEREAS the Board of Directors of
the Company (hereinafter called the “Board”) has on August 14, 2012 appointed Mr. Karl Slym as the Managing Director of the Company (hereinafter called “Mr. Slym” or the “Managing Director” as the case
may be) for a period of 5 years with effect from October 1, 2012 or such earlier date as may be decided internally between the Company and Mr. Slym (“Date of Appointment”) and Mr. Slym has agreed to serve the Company upon
the terms and conditions contained in the said resolution passed by the Board and in the agreement to be executed between the Company and the Managing Director, subject to the approval of the shareholders of the Company and the Central Government.
Any modifications and/ or conditions stipulated by the Shareholders / the Central Government in granting its approval to the appointment and remuneration of Mr. Slym shall be recorded by way of a supplementary agreement which will form part of
this Agreement. 
 AND WHEREAS the Parties hereto are desirous of entering into an agreement, being these presents, to record the
terms and conditions aforesaid. 
 NOW THESE PRESENTS WITNESSETH AND IT IS HEREBY AGREED as follows: 

 

	1.	Definitions and interpretation 

  

	1.1	Definitions 

  

	1.1.1	‘Act’ means the Companies Act, 1956, as amended, modified or re-enacted from time to time. 


 

	1.1.2	‘Confidential Information’ means information relating to the business, products, affairs and finances of the Company or any of its associated company
or subsidiary for the time being confidential to it or to them and trade secrets (including without limitation technical data and know-how) relating to the business of the Company or of any of its associated company or of any of its or their
suppliers, clients or customers. 

  

	1.1.3	‘Intellectual Property’ includes patents, trademarks whether registered or unregistered, registered or unregistered designs, utility models, copyrights
including design copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to an invention, Confidential Information, know-how and
any research effort relating to any of the above mentioned business, names whether registrable or not, moral rights and any similar rights in any country. 

  


	1.1.4	‘Parties’ means collectively the Company and the Managing Director and “Party” means individually each of the Parties.


  

	1.2	Interpretation 

 In this
Agreement, unless the context otherwise requires: 
  

	1.2.1	Any reference herein to any clause is to such Clause. The Recitals and Clauses to this Agreement including this Interpretation Clause shall be deemed to form part of
this Agreement; 









	1.2.2	The headings are inserted for convenience only and shall not affect the construction of this Agreement; 


 

	1.2.3	Words importing the singular include the plural and vice versa, and words importing a gender include each of the masculine, feminine and neuter gender;


  

	2.	Term and Termination 

  

	2.1	Subject as hereinafter provided, this Agreement shall remain in force for a period of five years from the Date of Appointment, unless terminated earlier.


  

	2.2	This Agreement may be terminated earlier by either Party by giving to the other Party six months’ notice of such termination or the Company paying six months’
remuneration in lieu of such notice. 

  

	3.	Duties and Powers 

  

	3.1	The Managing Director shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from
time to time and separately communicated to him. Subject to the superintendence, control and directions of the Board, the Managing Director be entrusted with substantial powers of management which are in connection with and in the best interest of
the business of Company and the business of any one or more of its associated companies and/ or subsidiaries, including performing duties as assigned by the Board from time to time by serving on the boards of such associated companies and/or
subsidiaries or any other executive body or any committee of such a company. 

  

	3.2	The Managing Director shall not exceed the powers so delegated by the Board pursuant to clause 3.1 above. 


 

	3.3	The Managing Director undertakes to employ the best of his skill and ability to make his utmost endeavors to promote the interests and welfare of the Company and to
conform to and comply with the directions and regulations of the Company and all such orders and directions as may be given to him from time to time by the Board. 


 

	3.4	Mr. Slym shall undertake his duties from the Company’s office located at Mumbai or at any other location in India as may be directed by the Board.


  

	4.	Remuneration 

  

	4.1	So long as the Managing Director performs his duties and conforms to the terms and conditions contained in this Agreement, he shall, subject to such approvals as may be
required, be entitled to rupee equivalent of the following remuneration at the applicable rate on the date of payment, subject to deduction at source of all applicable taxes in accordance with the laws for the time being in force:


  

	4.1.1	Salary: US$18,500 per month. 

  

	4.1.2	Benefits, Perquisites, Allowances: 

 In addition to the basic salary referred to in Clause 4.1.1 above, the Managing Director shall be entitled to: 
  

	4.1.2.1	Hardship Allowance of US$18,500 payable on a monthly basis. 

  

	4.1.2.2	Rent-free residential accommodation (furnished or otherwise) the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g. gas, electricity
and water charges) for the said accommodation. 

  

	4.1.2.3	Guaranteed Bonus: Mr. Slym shall be entitled to a guaranteed joining bonus of US$750,000 payable along with his first months remuneration; as also a
guaranteed bonus of US$1,500,000 which would be payable as per the following schedule: 








 -     US$500,000 at the end of 12 months of joining 

-     US$500,000 at the end of 24 months of joining 

-     US$500,000 at the end of 36 months of joining 

 

	4.1.2.4	Hospitalization, Transport, Telecommunication and other facilities: 

  

	4.1.2.4.1	Hospitalization and major medical expenses for self, spouse and dependent (minor) children; 


 

	4.1.2.4.2	Two Cars, with driver provided, maintained by the Company for official and personal use; 


 

	4.1.2.4.3	Telecommunication facilities including broadband, internet and fax; 

  

	4.1.2.4.4	Relocation expenses as per Company’s policy; 

  

	4.1.2.4.5	Leave Travel Allowance to visit hometown, twice in a year for self and spouse and dependent (minor) children; and 


 

	4.1.2.4.6	Membership fee for any two clubs. 

  

	4.1.3	Commission: 

 Such
remuneration by way of commission in addition to the salary, perquisites and allowances payable, calculated with reference to the net profits of the Company in a particular financial year as may be determined by the Board of the Company at the end
of each financial year, subject to the overall ceilings stipulated in Sections 198 and 309 of the Act. 
  

	4.1.4	Incentive Remuneration: 

  

	4.1.4.1	Variable Incentive  

 The
specific amount of incentive remuneration payable to the Managing Director will be subject to a minimum of US$720,000 for a period of 12 (twelve) months. Whilst the minimum amount will be payable on a quarterly basis, any amount decided by the Board
over and above the minimum amount will be based on performance criteria and such other parameters as may be considered appropriate from time to time, as evaluated by the Board or a Committee thereof duly authorized in this behalf which will be
payable after the Annual Accounts have been approved. Parties agree that if the agreement stands terminated at any time during this period of 12 months then the Managing Director would only be entitled to the pro rated amount of the minimum
incentive compensation. 
  

	4.1.4.2	Discretionary Incentive 


In addition to the variable incentive discussed above, the Managing Director shall be entitled to a discretionary incentive of up to
US$4,56,000 per annum payable on a periodic basis. The discretionary incentive shall be payable at the sole discretion of the Board. 
  

	4.1.5	Statutory Contributions: 


The Company shall be responsible for making all statutory contributions (including provident fund and gratuity fund) as per the Rules. For
avoidance of doubt, it is clarified that, notwithstanding anything contained in the Rules, the Company will not be required to make any contributions towards superannuation fund or annuity fund. 

 

	4.1.6	Reimbursement towards Pension and retirement schemes: During the tenure of this agreement, Mr. Slym would be reimbursed an amount upto US$15,000 per month
towards any scheme of pension or retirement or otherwise incurred by him based on production of such documentation/evidence as may be required by the Company. 


 

	4.2	Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of the Managing
Director, the Company has no profits or its profits are inadequate, the Company will pay to the Managing Director remuneration by way of Salary, Benefits, Perquisites and Allowances, and Incentive Remuneration as specified above.










	4.3	Insurance: The Company shall keep and maintain the following insurance policies as per Company’s rules and policy, which is currently as follows:


  

	 	(i)	Directors and officers liability insurance policies. 

  

	 	(ii)	Accident Insurance Policy. 

  

	4.4	Leave: Mr. Slym shall be entitled to privilege, sick and casual leave in accordance with the terms of the Rules of the Company. Privilege leave earned but
not availed by Mr. Slym shall be encashable in accordance with the Rules in force at the Agreement Date. 

  

	5.	TAXES AND DEDUCTIONS 

  

	5.1	Taxes 

 If, and to the
extent that, Mr. Slym has received any amounts or benefits (including employee benefits), perquisites or similar items provided or to be provided under this Agreement that is determined by the applicable taxing authorities to constitute taxable
compensation, then Mr. Slym shall be solely responsible for the payment of any and all taxes imposed in respect thereof and shall not be entitled to reimbursement therefore from the Company or to any increase in the remuneration and benefits
hereunder by reason thereof. Further, Mr. Slym shall be solely responsible for payment of any and all taxes imposed in respect of any personal income received by Mr. Slym outside of this Agreement. Mr. Slym agrees and undertakes to
discharge any such tax liability promptly in accordance with Applicable Law and to indemnify the Company against any losses, liability or costs that the Company may incur due to the non-discharge of the same by Mr. Slym. 

 

	5.2	Deductions 

 In respect of
any remuneration to be provided by the Company to Mr. Slym pursuant to this Agreement, such remuneration by the Company shall be subject to any deductions and withholdings required under Applicable Law. The Company shall be solely responsible
for any such deductions and withholdings required of it under Applicable Law. 
  

	5.3	Subject to Clause 5.1 and 5.2 above, the Company shall at its cost arrange for such professional assistance in India as may be required by Mr. Slym for the
determination and discharge of Mr. Slym’s tax obligations. Mr. Slym agrees that he shall be solely responsible for filing the applicable tax returns within the time periods prescribed under Applicable Law and shall also be responsible
for any consequences for delays thereof. 

  

	6.	Variation 

 The terms and
conditions of the appointment of the Managing Director and / or this Agreement may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule XIII to the Act or
any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Managing Director, subject to such approvals as may be required. 

 

	7.	Intellectual Property 

  

	7.1	The Parties acknowledge that the Managing Director may make, discover or create Intellectual Property (IP) in the course of his employment and agree that in this
respect the Managing Director has a special obligation to protect such IP and use them to further the interests of the Company. 

  

	7.2	Subject to the provisions of the laws relating to intellectual property for the time being in force in India, if at any time during his employment, the Managing
Director makes or discovers or participates in the making or discovery of any IP relating to or capable of being used in the business for the time being carried on by the Company or any of its subsidiaries or associated companies, full details of
the Intellectual Property shall immediately be communicated by him to the Company and such IP shall be the absolute property of the Company. At the request and expense of the Company, the Managing Director shall give and supply all such information,
data, drawings and assistance as may be required to enable the Company to exploit the IP to its best advantage and the Managing Director shall execute all documents and do all things which may be necessary or desirable for obtaining patent or other
protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct. 









	7.3	The Managing Director hereby irrevocably appoints the Company as his attorney in his name and on his behalf to sign or execute any such instrument or do any such thing
and generally to use his name for the purpose of giving to the Company or its nominee the full advantage of the provisions of this clause and if in favour of any third Party, a certificate in writing signed by any director or the secretary of the
Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. 

  

	7.4	If the IP is not the property of the Company, the Company shall, subject to the provisions of the applicable laws for the time being in force, have the right to acquire
for itself or its nominee, the Managing Director’s rights in the IP within 3 months after disclosure pursuant to Clause 7.2 above on fair and reasonable terms. 


 

	7.5	The rights and obligations under this clause shall continue in force after termination of the Agreement in respect of IP relating to the period of the Managing
Director’s employment under the Agreement and shall be binding upon his heirs and legal representatives. 

  

	8.	Confidentiality 

  

	8.1	The Managing Director is aware that in the course of his employment he will have access to and be entrusted with information in respect of the business and finances of
the Company including intellectual property, processes and product specifications, etc. and relating to its dealings, transactions and affairs and likewise in relation to its subsidiaries, associated companies, customers or clients all of which
information is or may be of a confidential nature. 

  

	8.2	The Managing Director shall not except in the proper course of performance of his duties during or at any time after the period of his employment or as may be required
by law divulge to any person whatever or otherwise make use of and shall use his best endeavours to prevent the publication or disclosure of any Confidential Information of the Company or any of its subsidiaries or associated companies or any of its
or their suppliers, agents, distributors or customers. 

  

	8.3	All notes, memoranda, documents and Confidential Information concerning the business of the Company and its subsidiaries or associated companies or any of its or their
suppliers, agents, distributors or customers which shall be acquired, received or made by the Managing Director during the course of his employment shall be the property of the Company and shall be surrendered by the Managing Director to the Company
upon the termination of his employment or at the request of the Board at any time during the course of his employment. 

  

	9.	Non-competition 

 The
Managing Director covenants with the Company that he will not, during the continuance of his employment with the Company, without the prior written consent of the Board, carry on or be engaged, directly or indirectly, either on his own behalf or on
behalf of any person, or as manager, agent, consultant or employee of any person, firm or company, in any activity or business, in India or overseas, which shall directly or indirectly be in competition with the business of the Company or its
subsidiaries or associated companies. 
  

	10.	Selling Agency 

 The
Managing Director, so long as he functions as such, undertakes not to become interested or otherwise concerned, directly or through his spouse and/ or children, in any selling agency of the Company. 

 

	11.	Tata Code of Conduct 

 The
provisions of the Tata Code of Conduct shall be deemed to have been incorporated into the Agreement by reference. The Managing Director shall during his term, abide by the provisions of the Tata Code of Conduct in spirit and in letter and commit to
assure its implementation. 
  

	12.	Personnel Policies 

 All
Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the Managing Director, unless specifically provided otherwise. 








	13.	Summary termination of employment 

  

	13.1	The employment of the Managing Director may be terminated by the Company without notice or payment in lieu of notice: 


 

	13.1.1	If the Managing Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or
associated company to which he is required by the Agreement to render services; or 

  

	13.1.2	In the event of any serious or repeated or continuing breach (after prior warning) or non-observance by the Managing Director of any of the stipulations contained in
the Agreement; or 

  

	13.1.3	In the event the Board expresses its loss of confidence in the Managing Director. 


 

	14.	Termination due to physical / mental incapacity 

 In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate this contract on such terms as
the Board may consider appropriate in the circumstances. 
  

	15.	Resignation from directorships 

  

	15.1	Upon the termination by whatever means of his employment under the Agreement: 


 

	15.1.1	the Managing Director shall immediately tender his resignation from offices held by him in any subsidiaries and associated companies without claim for compensation for
loss of office and in the event of his failure to do so the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignation or resignations to the Company and to each of the
subsidiaries and associated companies of which the Managing Director is at the material time a director or other officer. 

  

	15.1.2	the Managing Director shall not without the consent of the Company at any time thereafter represent himself as connected with the Company or any of the subsidiaries and
associated companies. 

  

	16.	Agreement co-terminus with employment / directorship 

  

	16.1	The Managing Director’s appointment shall be subject to the provisions of Section 283(1) (l) of the Act. 


 

	16.2	If and when this Agreement expires or is terminated for any reason whatsoever, Mr. Slym will cease to be the Managing Director and also cease to be a Director. If
at any time, the Managing Director ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and this Agreement shall forthwith terminate. If at any time, the Managing Director ceases to be in the
employment of the Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company. 

  

	17.	Notices 

 Notices may be
given by either Party by letter addressed to the other Party at, in the case of the Company, its registered office for the time being and in the case of the Managing Director his last known address and any notice given by letter shall be deemed to
have been given at the time at which the letter would be delivered in the ordinary course of post or if delivered by hand upon delivery and in proving service by post it shall be sufficient to prove that the notice was properly addressed and posted.









	18.	Miscellaneous 

  

	18.1	Governing Law 

 This
Agreement shall be governed by and construed in accordance with the laws of India. 
  

	18.2	Jurisdiction 

 The Parties
have agreed to the exclusive jurisdiction of the Indian courts. 
  

	18.3	Entire Agreement 

 This
Agreement contains the entire understanding between the Parties and supersedes all previous written or oral agreements, arrangements, representations, and understandings (if any) relating to the subject matter hereof. Parties confirm that they have
not entered into this Agreement upon the basis of any representations that are not expressly incorporated into this Agreement. Neither oral explanation nor oral information given by any Party shall alter or affect the interpretation of this
Agreement. 
  

	18.4	Waiver 

 A waiver by
either Party of a breach of provision(s) of this Agreement shall not constitute a general waiver, or prejudice the other Party’s right otherwise to demand strict compliance with that provision or any other provisions in this Agreement.

  

	18.5	Severability 

 Each term,
condition, covenant or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant or provision shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall
continue. 
  

	18.6	Counterparts 

 This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement. 
 IN WITNESS WHEREOF these presents have been executed by the Parties hereto on the day and year first above written. 
 The Common Seal of TATA MOTORS LIMITED was 
 hereunto affixed pursuant to the Resolution passed

 by the Board of Directors on August 14, 2012 
 in the presence of: 
 Mr. Ratan N Tata 

and Mr. Cyrus P Mistry 
 two Directors of
the Company. 
 Witnesses: 
 SIGNED,
SEALED AND DELIVERED 
 by the said Mr. Karl Slym 
 in the presence of: 
 Witnesses: