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We are pleased to make you an offer of appointment as Executive Vice President of Human Resources in XYZ Ltd (“the Company”). This statement sets out the principal terms and conditions applying to your proposed employment with the Company. Commencement date: You shall join the Company on April 2, 2009. Your appointment is conditional upon the Company being satisfied with the results of pre-employment medical check up at a clinic approved by the Company and all necessary consents and approvals, if any, for your employment with the Company being granted by third parties to the satisfaction of the Company.

Place of work and mobility: Your place of work shall presently be at the Company’s offices at New York. You shall be required to work at such place or places of business worldwide as may be required from time to time. Probation: Your continued employment is conditional upon satisfactory completion of an initial period of six months during which the Company will review your work performance. Your employment may be terminated on one week’s notice given in writing by you or the Company at anytime during probationary period.

Offer letter and Terms and Conditions... TOPICS SPECIFICALLY FOR YOU

Duties and Responsibilities: You will be advised on your duties and responsibilities by the Chief Executive Officer and arrive at your Key Performance Indicators in consultation with him. From time to time you may be required to perform additional or alternative duties for no additional remuneration. Your performance will be reviewed on half yearly basis. You must during your hours of work devote the whole of your time, attention and abilities to the business of the Company.

You must not, without the prior written consent, in any way directly or indirectly engage or concern with any other business or employment whether during or outside the hours of work for the Company. Basic Salary: Your salary on appointment will be US dollars eighty two thousand only ($82,000 only) per annum. Payment will be monthly, in arrears by bank transfer on the last working day of the month. Any pay rises will be solely at the discretion of the Company and you shall have no legal entitlement to receive any pay rise during employment.

Performance Incentive: You will participate in the Company’s performance bonus plan. The payout will depend on your individual performance and as reviewed by your supervisor. All senior employees are graded on a scale of 1 to 5 where 1 being highest grade. Employees graded 1 receive 30% of their basic salary as performance bonus. Employees graded 2 receive 20% of their basic salary as performance bonus. Employees graded 3 receive 10% of their basic salary as performance bonus. Employees graded 4 receive 5% of their basic salary as performance bonus.

Employees graded 5 does not receive performance bonus. Benefits and Pension: You are eligible to receive Private Medical Insurance & Group Life Insurance benefits from the Company. You are eligible for 5% of your monthly base salary as contribution from the Company to the designated pension fund. Expenses and Deductions: The Company shall reimburse such travelling, hotel, entertainment and incidental expenses as shall from time to time be reasonably and properly incurred by you in performance of your duties.

Hours of work: The normal hours of work for all staff are eight hours each day inclusive of a half an hour lunch break on a 5 days a week basis. You may be required to work beyond normal working hours without pay as may reasonably be requested by the Company. Holiday Entitlement: You are entitled to 20 days holiday per year. The holiday year runs from April to March. If you join during the holiday year, your entitlement will be pro rated. Injury and Sick Pay: In the event of sickness or other like cause incapacitating you from performing your duties, you or someone must notify your supervisor as soon as possible.

In respect of absence lasting more than 3 calendar days you must obtain a medical certificate signed by a doctor and keep the Company informed about the expected date of return to work. The Company will continue to pay full salary of up to 7 days in any 52-week period. Thereafter any payment of salary during any such absence will entirely be at the discretion of the Company. Professional Ethics and Confidentiality: You are expected to maintain highest standard of professional conduct.

Both during employment and at all time thereafter, you will not directly or indirectly disclose any confidential matter, except which obliged to be disclosed by law. Termination and Notice Period: After successful completion of the probationary period, the Company can terminate your services, by giving three months notice in writing. You will be required to give the Company three months notice in writing if you wish to terminate your employment. Variations: The Company reserves the right to make changes to your terms and conditions of employment from time to time. You will be notified in writing of any changes.

Law: Your contract of employment with the Company shall be governed by and construed in all respects in accordance with the laws of the State of New York and the United States of America. You and the Company each irrevocably submit to the exclusive jurisdiction of the Courts within United States of America. Please sign and return a copy of this letter to indicate your acceptance of your appointment and your agreement to the terms and conditions of this letter. Yours Sincerely Chief Executive Officer I accept the above offer and the terms and conditions associated with it detailed above. Name of the potential staff

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