LINTAS. grzarttacar Michelle Suradkar HR Director

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1 rm. /CD 171 SAtts IS)? int ior 7). 77(1/I LINTAS January 25, 2013 Ms. Tejal Deshmukh B/6 Shiv-Darshan Pt. M. M Malviya Road Mulund West Mumbai Dear Ms. Deshmukh. We are pleased to confirm you as HR Manager in the Management Cadre of the Company with effect from January 25, 2013 on the following terms and conditions: I. Your salary will be Rs. 314,400/- (Rupees Three Lacs Fourteen Thousand Four Hundred Only) per annum. In addition, you will be eligible for certain privileges and benefits as explained to you and as applicable to the above cadre. 2. You shall be ordinarily stationed in Mumbai but are liable to be transferred to any part of India as required by the exigencies of the Company. 3. During your service, you will devote the whole of your time to the Company's business and/or the business of its Associated/Subsidiary Companies, as directed by the Company. to the best of your ability, and you will not be interested or employed at any other business. 4. You will be eligible for 20 working days of annual leave on completing a period of eleven months from the date of joining the Company (including the probation period and continuation thereafter). 5. During your employment with the Company. you shall be subject to and abide by the Company's rules and regulations as varied from time to time at the discretion of the Company. With best wishes. Yours sincerely. grzarttacar Michelle Suradkar HR Director I have read. understood and accept the above terms and conditions. UW Signature Emp.No. : Dated Rcgd. Ulh. LINT AS INDIA PVI LID.. ixfitec<towels. Nauman Point. NIurn7( )I

2 Date : January 25, 2013 Lintas India Pvt. Ltd AND Ms. Tejal Deshmukh Agreement for Services REGISTERED OFFICE : LINTAS INDIA EXPRESS TOWERS, NARIMAN POINT MUMBAI

3 Lintas India Pvt. Ltd An Agreement made this 25 th of January, Two Thousand and Thirteen BETWEEN Lintas India Pvt. Ltd (hereinafter called the Company which expression shall, unless repugnant to the context or meaning thereof. be deemed to include its successors and assigns) of the ONE PART and Ms. Tejal Deshmukh (hereinafter called the Employee) of the OTHER PART, WHEREBY it is agreed as follows : - I. The Employee shall serve the Company in connection with the business either of the Company or one of the Associate and/or Subsidiary Companies as the Company may at any time or from time to time direct. 2. The confirmed engagement of the Employee shall commence on the January 25, 2013 and shall continue until terminated as hereinafter mentioned 3. The salary of the Employee shall be payable as from the January 25, 2013 at the rate of Rs. 314,400/ Three Lacs Fourteen Thousand Four Hundred Only) per annum during the service of the -(Rupees Employee and such salary shall be payable monthly. In addition the Employee will be eligible for certain privileges and benefits as explained to the Employee and as applicable to his/her cadre. 4. If at any time hereafter it shall be agreed between the Company and the Employee that an alteration shall be made in the salary. such alteration shall not affect the other terms of this Agreement, except as may be expressly agreed on. 5. During the time the Employee is in the town in which he/she shall make his/her headquarters he/she shall not be entitled to any expenses but during the time he/she shall be away from the said town the Company shall pay all expenses reasonably incurred by him/her in connection with their business, in accordance with their prevailing scale at that time. 6. The Employee shall not have any claim whatever against the Company or any of its Associate/Subsidiary Companies for any extra service, unless for such payment, (if any) as may have been expressly agreed to in writing prior to such services being rendered. 7. The Employee shall ordinarily be stationed in Mumbai but is liable to be transferred to any part of India as required by the exigencies of business of the Company. 8. The Company shall at its discretion transfer the Employee to any other function or functions it may so desire, without stating any reasons for the same, without adversely affecting the wages/emoluments of the Employee. 9. The Company agrees that on the Employee completing a period of eleven months from the date of joining the Company (including the probation period and confirmation thereafter) the Employee shall be eligible for 20 working days of Annual Leave. 10. The Employee shall abide by the Company's rules and regulations as varied from time to time at the discretion of the Company, and abide by the Interpublic Group Code of Conduct, policies and procedures. The Employee shall adhere to and follow the prevailing best practices laid down and conduct activities including compliance within the framework of current prevailing laws and regulations particularly compliance with the Interpublic Group Anti-Corruption Policy and the Foreign Corrupt Practices Act. I I. The Employee shall not, during the continuance of his/her said engagement, be engaged, concerned, or interested directly or indirectly, in any other occupation, business or employment whatever without r 4

4 the previous consent in writing of the Company, but shall devote his/her time, attention and abilities exclusively to the performance of his/her duties and shall in all respects obey and conform to the Company's orders and regulations, and well and faithfully serve the Company, and use his/her best endeavours to promote the interests thereof, and of the business in which he/she shall for the time being be engaged. During such time as the Employee may be engaged in connection with the business of any of the Associate/Subsidiary Companies he/she shall at all times readily conform to, obey and execute all lawful orders which may be issued to him/her by such Associate/Subsidiary Companies. 12. The Employee shall not, either during the continuance of the said engagement or thereafter, except only on a need to know basis disclose, divulge or communicate to any person or persons whatsoever any information of a secret or confidential character relating to the trade or business of the Company or of the Associate/Subsidiary Companies or the clients/business associates of the Company of the methods or processes or techniques used by them, or any of them, or to any experiments made by them, or any of them, or by any persons in their employ, or relating to the prices paid or charged by, the Company or its Associate/Subsidiary Companies. 13. Employee acknowledges and agrees that any information or documentation concerning the Company or any of its affiliates that the Employee develops or is provided during the term of this Agreement or any extensions thereof (including without limitation, data, agreements, business plans or proposals) is confidential and proprietary to the company (the "confidential information"). Employee therefore agrees not to disclose any confidential information to anyone outside of the Company or its affiliates unless and until required for the conduct of the business of the Company. Likewise, the Employee agrees never to use any confidential information for any personal purpose or advantage, but only in the performance of professional duties. If the Company publicly discloses any particular information or documentation such information shall cease to be confidential information within the meaning of this Agreement. The Employee agrees that following the termination of this Agreement, whether by the Employee or by the Company, the Employee shall continue to be bound to comply with the provisions of this paragraph. 14. The Employee covenants that he /she will not at any time disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the reputation or good name of the Company or its employees, or say or do anything to or in relation to employees or customers of the Company adverse or prejudicial to or inconsistent with the management or policies of the Company. The interest of the Employee also needs to be completely safeguarded and the Company covenants that it would not indulge in these same activities against the Employee. 1 S. Every invention or innovation whatsoever, including methods, processes. techniques, layouts, structures, designs or presentations made or discovered by the Employee during the continuances of this Agreement shall be deemed to have been made by and on behalf of the Company and the right, title and interest therein shall vest in and belong to the Company exclusively and the Employee shall forthwith communicate to the Company full particulars of every such invention or innovation. 16. The Employee shall, at the request and cost of the Company. take all necessary steps to procure the granting of Letters Patent in India and similar protection abroad in the name of the Company in respect of such invention, and upon such Letters Patent and/or similar protection being granted, shall at the request and cost of the Company, execute all assignments, licenses, and other documents required by the Company to deal with the said Letters Patent and/or similar protection in such manner as the Company may think fit. Should the Company so desire the said invention shall not be made the subject of Letters Patent or similar protection, but shall be worked by the Company. and all or any of its Associate/Subsidiary Companies as a secret process, and in such case the Employee undertakes that he/she will not disclose, divulge or communicate any information relating to such invention to any other person or persons whatsoever. Ut tr

5 17. All the provisions hereinbefore contained regarding any invention or patent shall apply to any design or copyright which during the continuance of this Agreement the Employee shall become entitled to register, the registration thereof being deemed to be equivalent to the grant of Letters Patent, and any other necessary changes being made. IS. If the Employee shall at any time be guilty of misconduct, commit any breach of this Agreement, or refuse or willfully neglect to perform to the satisfaction of the Company or any of the Associate/Subsidiary Companies in connection with whose business he/she may be engaged, all or any of the duties devolving upon him/her under this Agreement, the Company may at once, without any previous notice or payment in lieu thereof. terminate the engagement of the Employee. 19. The engagement of the Employee may be terminated at any time by either party giving to the other one calendar months' notice in writing. The Company may if it shall so choose pay to the Employee one months' salary in lieu of notice. The Company may, at its absolute discretion, accept shorter notice from a departing Employee and recover an amount equal to the Employee's salary for the period by which the actual notice falls short of one calendar month. 20. The Employee agrees that during the term of this Agreement he/she shall provide his/her services to the Company exclusively. On termination of this Agreement, the Employee will not for a period of three (03) months from the date of termination, work with any individual or company or third party using confidential or proprietary information of the Company or its Associate/Subsidiary Companies or clients/business associates of the Company. The Employee agrees that the provisions of this paragraph are reasonably intended to protect confidential and proprietary information of the Company and its clients, to which the Employee becomes privy to during the term of this Agreement. 21. The Employee covenants to return to the Company any and all documents, memoranda, records, clients files, client lists, letters, files, plans, designs, video tapes, audio cassettes, disks, software, recording media, flowcharts, logic diagrams. logic routines, specifications, codes, procedure manuals, reference manuals, business cards, keys, credit cards, cards, books and other documents, or other property and things belonging to the Company, or its associated companies or their clients. 22. If required. the Employee will provide all necessary assistance to the Company. or its Associate/Subsidiary Companies and/or their legal advisors with respect to the preparation of statements and provision of information in relation to any claims for or against the Company or Associate /Subsidiary Companies. The Employee will continue to provide such further assistance that may be required in the defense of such claims subject to the reimbursement of any out of pocket expenses. 23. Following the termination of employment hereunder for any reasons, the Employee shall not for a period of one year from such termination either: a. solicit any employee of the Company to leave such employ to enter the employ of the Employee or of any Company or Enterprise with which the Employee is then associated or b. solicit or handle on the Employees' own behalf or on behalf of any other person, firm or Company, the advertising, public relations, sales promotion or market research business of any advertiser who is a client of the Company at the time of such termination. (Y 4

6 The emoluments payable to the Employee as stated in this agreement shall be deemed to include valuable consideration in respect of the above and the Employee hereby acknowledges and admits the adequacy and sufficiency of such consideration. 24. When the context so admits the term "Associate Companies" shall mean and include every company in which at least 25% in the aggregate of the Ordinary Share Capital is for the time being held by or is in the beneficial ownership of the Company. 25. This Agreement cancels all previous Agreements (if any) between the Company and the Employee relating to the terms or conditions of the latter's employment. AS 'WITNESS the hands of the parties Signed for and on behalf of the Company in the presence of :- %rzairotior Michelle Suradkar HR Director Signed by the Employee in the presence of :- ize Tejal Deshmukh REGISTERED OFFICE : LINTAS INDIA EXPRESS TOWERS, NARIMAN POINT MUMBAI

7 Name: Tejal Deshmukh Emp Number: Department: Human Resources Designation: Manager Location: Mumbai Date of Joining: 2Sth July 2012 C Q5* late\ REVIEW OF KEY RESULT AREAS/ MBO RELATED ' 1)0 Objectives for the review period only Comments on performance (What was achieved? What was not achieved? Why?) 1) Recruitment 2) Sourcing 3) Market Mapping 4) Developing an Understanding of the HR role in the system 1) Recruitment: ERF system Established ability to understand and relate the impact of the ERF system and its relevance to the recruitment team. 2) Sourcing: Ability to Source candidates in given timelines. Ability to differentiate and understand nuances of each position while hiring. Ability to use multiple approaches/media for getting candidates (portal/linkedln/networking). 3) Market Mapping: Market mapping projects done in three areas. What remains desirable is a more timely and shorter TAT for providing final reports so that reports are not delayed beyond set timelines. 4) Developing an understanding of the HR role in the system. Understanding established and it is desired the same is developed further into more strategic thinking over the next 6 months so that also Sr. level sourcing and other business critical HR functions can be also taken up successfully in a more independent manner.

8 DEVELOPMENTAL NEEDS, NEW OBJECTIVES, SPECIAL STRENGTHS OR PROFESSIONAL CONCERN, ETC. 1. Demonstrate and Establish more focused approach to HR functional role and its business aspects from a more HR centric view (rather than from a business and generic approach). 2. Develop and demonstrate a greater ability to prioritize work and strive for greater efficiency. 3. Demonstrate greater Digital suaveness on HR processes and HR process related IT environments (Internal Systems and Environments. FINAL RATING Outstanding Excellent'Strong Good Average Needs Unacceptable Improvement TICK AS APPLICABLE CONFIRM [j/// EXTEND PROBATION ( I _ MONTHS Signatures: Employee HR Head Supervisor nz/ci.f,t- )'. Vice Chairman 5364-sde.4 Unit Head / ED CEO NA For Use of H RD only _ErrIS Updated DOC Library Updated Other Service Units informed HRforms\2012

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