Employment Agreement with Equity Vesting

This Employment Agreement with Equity Vesting (“Agreement”) is executed on this ___ day of ________, 2026

[Company Name] Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at __________________________ (hereinafter referred to as the “Company”, which expression shall include its successors and permitted assigns)

[Employee Name], residing at __________________________ (herein referred to as the “Employee”, which expression shall include legal heirs and permitted representatives)

The Company and Employee are collectively referred to as the “Parties”.

WHEREAS, the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the employment of the Employee by the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and the Employee as follows:

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

1.1 “Board” means the Board of Directors of the Company, as constituted from time to time.

1.2 “ESOP Plan” means the Employee Stock Option Plan adopted and approved by the Company in accordance with applicable law, as amended from time to time.

1.3 “Options” means the right, but not the obligation, granted to the Employee to purchase Shares of the Company in accordance with the terms of this Agreement and the ESOP Plan.

1.4 “Shares” means equity shares of the Company.

1.5 “Vesting” means the process by which the Employee earns the right to exercise Options over a specified period of time, subject to the terms of this Agreement.

1.6 “Exercise Price” means the price payable by the Employee for each Share upon exercise of vested Options, as determined under the ESOP Plan.

1.7 “Good Leaver” and “Bad Leaver” shall have the meanings assigned to them in Clause 11 of this Agreement.

1.8 “Cause” shall include, without limitation, fraud, dishonesty or misrepresentation, gross misconduct or willful negligence, material breach of this Agreement or Company policies, and any violation of confidentiality or intellectual property obligations.

1.9 “Fully Diluted Basis” means the total shareholding of the Company calculated assuming the conversion or exercise of all outstanding convertible securities, including options, warrants, and similar instruments.

1.10 “Confidential Information” means all non-public, proprietary, or confidential information relating to the Company, including but not limited to business plans, financial data, trade secrets, technology, clients, operations, and any information designated as confidential or which ought reasonably to be considered confidential.

Upon execution of this Agreement, you acknowledge that you would be posted as the ____________ of the Company. During the term period of this Agreement, the Company may change the Employee's above mentioned post (or position) or location based on the Company's production, operation or working requirements or according to the employee's working capacities and performance, including but not limited to adjustments made to the employee's job description or work place, promotion, work transfer at the same level, and demotion, etc., or adjustments made to the employee's responsibilities without any change to employee's post (or position).

The Company is pleased to offer you the position of __________ with effect from __________ until __________, subject to the terms set out in this letter. You will be required to perform such duties as may be assigned from time to time and devote your full working time and attention to the Company’s business in compliance with all applicable policies and directions.

Upon commencement of employment, you will be placed on probation for a period of _____ months (“Probation Period”), which may be extended at the sole discretion of the Company. During the Probation Period, the Employee’s performance, conduct, behavior, and overall suitability for the role shall be evaluated by the Company, and if at any time the same is found to be unsatisfactory, the Company may terminate the Employee’s employment by providing ___ days’ prior notice or payment in lieu of such notice, without assigning any reason. Upon satisfactory completion of the Probation Period, as determined by the Company, the Employee’s employment shall be confirmed in writing, and the decision of the Company in this regard shall be final and binding on the Employee.

You may be required to work in shifts and/or in extended working hours, as permitted by project management. Weekends should be worked as per business needs if required.

During probation and the notice period, grant of leave shall be strictly at the Company’s discretion in accordance with its policy. The Employee shall be entitled to such categories and quantum of leave, including casual leave, sick leave, and public holidays, as may be prescribed under the Company’s Leave Policy from time to time. Unless expressly provided in the Company’s policy or required under applicable law, leave shall not be carried forward or encashed. In case of absence due to illness or injury, the Employee shall notify the Company in such manner as may be prescribed under the Company’s policy. The Company reserves the right to require appropriate supporting documents, including medical certificates, in accordance with its policy. All leave and related benefits shall be subject to compliance with the Company’s Leave Policy and applicable law, and the Company reserves the right to modify such policy from time to time.

The Company reserves the right to transfer or utilize your services, at its sole discretion, at any of its offices, work sites, or associate or affiliate companies or firms in India or outside India, whether currently in existence or which may come into existence in the future, on such terms and conditions as may be applicable to you at the time of such transfer; provided that the Company shall, where reasonably practicable, give prior notice of such transfer. In the event you refuse to join duty at the transferred location within the stipulated period, your services may be liable to be terminated in accordance with the terms of this Agreement.

You shall be paid a total Cost to Company (CTC) of INR __________ per annum, comprising a Fixed/Base Salary of INR __________ per annum and a Variable Incentive component of up to INR ________ per annum, which shall be performance and KPI-linked and shall not be guaranteed but shall be payable solely at the discretion of the Company based on applicable performance metrics and internal policies; a deduction of __ towards Employee Provident Fund (EPF), amounting to INR ______ annually, shall be made from the base salary in accordance with applicable laws; your net fixed annual salary shall be approximately INR ________ and your net monthly salary approximately INR __________, subject to statutory deductions; and all payments shall, in any event, be subject to applicable taxes, statutory deductions, and compliance with relevant laws and Company policies as may be in force from time to time.

As a whole-time employee of the Company, you are not permitted to undertake any other employment, business, assume any public office or private office, honorary or remunerative, without the prior written permission of the Company.

The purpose of this Employee Stock Option Plan is to reward and incentivize the Employee’s contributions to the Company and to align the Employee’s interests with those of the Company and its shareholders.

10.2 Grant of Options

10.2.1 Subject to the terms of this Agreement and applicable law, including the Companies Act, 2013, the Company agrees to grant the Employee stock options representing two percent (2%) of the Company’s fully diluted equity upon completion of one (1) year of continuous service, subject to satisfactory performance as determined by the Board of Directors (“First-Year Grant”).

10.2.2 The Employee may be granted additional stock options in subsequent years based on continued performance; provided that the total cumulative equity granted to the Employee will not exceed six percent (6%) of the Company’s fully diluted share capital at any time.

10.2.3 All grants under this Clause shall be subject to the approval of the Board of Directors.

10.3 Vesting of Options

10.3.1 All stock options granted under this Agreement shall vest over a period of four (4) years, with a one (1) year cliff, unless otherwise determined by the Board.

10.3.2 In respect of the First-Year Grant:

(a) Twenty-five percent (25%) of the options, representing zero point five percent (0.5%) equity, shall vest upon completion of twelve (12) months of continuous service; and (b) The remaining seventy-five percent (75%), representing one point five percent (1.5%) equity, shall vest in equal monthly instalments over the following thirty-six (36) months.

10.3.3 Any additional grants made in subsequent years shall vest separately in accordance with the terms determined by the Board at the time of such grant.

10.3.4 Any unvested options shall automatically lapse upon termination of the Employee’s employment.

10.4 Exercise of Options

10.4.1 The Employee shall be entitled to exercise vested options by paying the exercise price as determined under the ESOP policy of the Company.

10.4.2 Upon such exercise and allotment of shares, the Employee shall become a shareholder of the Company and shall be entitled to all rights attached to such shares, including voting and dividend rights.

10.4.3 Until such exercise and allotment, the Employee shall have no rights as a shareholder.

10.5 Termination of Employment

10.5.1 In the event of resignation or termination of employment other than for cause:

(a) All unvested options shall lapse immediately; and

(b) Any vested options must be exercised within ninety (90) days from the date of termination, failing which such vested options shall lapse.

10.5.2 In the event of termination for cause, including but not limited to misconduct, fraud, or breach of obligations:

(a) All options, whether vested or unvested, shall stand cancelled with immediate effect.

10.5.3 The determination of “cause” shall be at the sole discretion of the Board of Directors.

10.6 Non-Transferability of Options

10.6.1 The options granted under this Agreement shall be personal to the Employee and shall not be transferable, assignable, pledged, or otherwise encumbered in any manner.

10.6.2 In the event of the Employee’s death, such options may pass to the Employee’s legal heirs, subject to approval by the Board.

10.7 Restrictions on Shares

10.7.1 Any shares issued upon exercise of Options shall be subject to transfer restrictions, including a right of first refusal (“ROFR”) in favor of the Founders and subject to the approval of the Board of Directors.

10.7.2 In the event that the Employee proposes to sell, transfer, assign, pledge or otherwise dispose of any shares to a third party, the Employee shall:

(a) Provide prior written notice to the Company and the Founders at least thirty (30) days in advance, specifying the details of the proposed transferee and the terms of the proposed transfer;

(b) First offer such shares to the Founders on the same terms and conditions as those offered to the third party; and

(c) Ensure that the proposed transferee is approved by the Board of Directors and agrees in writing to be bound by the terms of this Agreement and any other applicable agreements of the Company.

10.7.3 The Founders shall have a period of sixty (60) days from the date of receipt of such notice to exercise their right of first refusal and purchase all (and not less than all) of the offered shares on the same terms and conditions.

10.7.4 If the Founders decline or fail to respond within such period, the Employee may transfer such shares to the proposed third party, provided that:

(a) Such transfer is completed on terms no more favorable than those offered to the Founders; (b) the transferee complies with Clause 10.7.2(c).

10.7.5 Any transfer of shares made in violation of this Clause shall be null and void and shall not be recognized by the Company.

10.8 Tag along Rights

10.8.1 In the event that the Founders propose to transfer their shares to a third party, the Employee shall have the right to participate in such transfer.

10.8.2 Such participation shall be on a pro rata basis and on the same terms and conditions as offered to the Founders.

10.9 Dilution

10.9.1 The Employee acknowledges that their shareholding shall be subject to proportionate dilution in the event of issuance of new shares, investment rounds, or any corporate restructuring.

10.9.2 No anti-dilution rights are granted unless expressly approved by the Board.

10.10 Effectiveness and Compliance

10.10.1 This ESOP grant shall become effective only upon completion of the Employee’s probationary period.

10.10.2 The grant and exercise of options shall at all times be subject to compliance with applicable laws, including the Companies Act, 2013, and necessary approvals of the Board and shareholders, where required.

During the Term of this Agreement and for a period of ____ () years after the termination of this Agreement, the Employee agrees not to solicit any employee, consultant, client or other persons of the Employer, without the Employer’s prior written consent. Furthermore, the employee, in any way, directly or indirectly, interfere with the relationship between any client or business counterparties or prospective clients.

The Company owns and may develop, compile and own certain proprietary techniques, trade secrets, and confidential information, which are very valuable to the Company (collectively, “Confidential Information”). The Employee may have access to or learn Confidential Information of the Company during the Employee's performance of the Services.

All records, documents, and files concerning the company shall be treated as confidential information and includes not only information disclosed by Company, but also information developed or learned by the employee during employee's performance of the Services. Company Information is to be broadly defined and includes all information, which has or could have commercial value or other utility in the business that the Company is or may be engaged in and the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company.

Confidential Information includes, but is not limited to, current and future product plans & specifications, technology, algorithms, prototypes, data, methods, processes, developments, designs, inventions, techniques, know-how, details of customers and business contacts, Vendor Information, business model, business plans, business process, marketing, sales or other business information, costs and resources, tools used; and all derivatives or improvements to any of the above. The terms of this Agreement shall also be part of Confidential Information.

The Employee acknowledges that, in the course of employment, they may have access to personal data, confidential information, and sensitive business data relating to the Company, its clients, employees, and partners, and hereby agrees to process, handle, and use such data strictly in accordance with applicable laws, and all rules framed there under, as well as any applicable data protection laws in India, solely for legitimate business purposes of the Company; the Employee shall implement all reasonable and necessary safeguards to prevent any unauthorized access, disclosure, alteration, misuse, or destruction of such data and shall not copy, store, transfer, or process such data outside the Company’s authorized systems or share the same with any third party without prior written consent of the Company; upon termination of employment for any reason whatsoever, the Employee shall immediately return or securely delete all such data in their possession, custody, or control and shall not retain any copies thereof in any form, whether physical or electronic; and the obligations contained under this clause shall survive the termination or expiry of this Agreement and continue to bind the Employee thereafter.

The Parties agree that the Company shall have complete and sole ownership over the Work Product or Services performed by the Employee under this Agreement.

The Employee shall promptly disclose in writing to the Company all works, products, contributions and inventions, discoveries, designs, innovations, creations, developments, improvements, works of authorship, ideas, formulae, processes, techniques, know-how and data (whether or not patentable, and whether or not at a commercial stage, or registered under any intellectual property laws) of any kind that are conceived, created, developed, learned or reduced to practice by the Employee (either alone or jointly with others) during the period that Employee provides the Services to the Company, regardless of whether they are conceived or made during regular working hours or at the Company’s place of work, that are directly or indirectly related to the Services, result from tasks assigned to the Employee by the Company, or are conceived or made with the use of the Company’s resources, facilities or materials; including any concepts, ideas, suggestions and approaches related thereto or contained therein (collectively, the “Innovations”).;

All materials, including without limitation any documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to the Employee by the Company, or which are developed in the process of performing the Services, or embody or relate to the Services or the Innovations are the property of Company, and shall be returned by Employee to the Company promptly at the Company’s request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. The Employee is granted no rights in or to such Materials or the Innovations, except as necessary to fulfill his obligations under this Agreement.

Either Party may terminate this Agreement by providing 15 days prior written notice to the other Party, to enable the Company to transition your work, or payment in lieu of such notice, in accordance with applicable law and Company policy. The Company reserves the right, at its discretion, to relieve you from duties during the notice period or to make payment in lieu of notice, in whole or in part. During the notice period, you shall continue to perform your duties diligently and ensure proper handover of responsibilities as directed by the Company.

The Company may terminate the your services under the following conditions: (1) the commission of a crime involving moral turpitude, theft, fraud or deceit; (2) conduct that has an adverse effect on the Company’s reputation; (3) substantial or continued unwillingness or inability to perform duties assigned to the Employee; (4) gross negligence or deliberate misconduct; (5) any material breach of the terms and conditions specified in this letter; (6) Unauthorized absence from work for a period of three or more consecutive days without due consent or notifying your superior; (7) Providing any false information to the Company.

No Assignment

You acknowledge that your obligations under this Agreement are personal in nature and shall not be assigned or transferred by you to any third party.

Accrued Rights

The expiration or termination of this Agreement, however arising, shall not affect any provisions which are intended to survive termination, nor shall it prejudice any rights or remedies that have accrued to either Party prior to such termination.

Notices

You acknowledge that any notice, consent, information, or request required or permitted under this Agreement shall be deemed duly given only if it is delivered or sent to the address of the relevant Party as specified in this Agreement.

Severability

You acknowledge that if any provision or part thereof is found to be illegal, invalid, or unenforceable, it shall, to the extent possible, be interpreted in a manner that makes it valid and enforceable, and if such interpretation is not possible, it shall be severed from this Agreement without affecting the validity and enforceability of the remaining provisions.

Variation

You acknowledge that his Agreement may be amended or varied only through a written document signed by both Parties, and any such change shall be subject to the Company’s governing documents, including its Memorandum of Association, Articles of Association, and any applicable shareholders’ agreement.

Waiver

You acknowledge that Company’s failure, delay, or omission in exercising any right, power, or remedy under this Agreement or applicable law shall not be considered as a waiver of such right, power, or remedy, and the Company shall be entitled to exercise the same at any later time; further, the exercise of any right, power, or remedy by the Company, whether in part or in full, shall not prevent the Company from exercising the same again or from exercising any other rights, powers, or remedies available to it under this Agreement or applicable law.

Paragraph Headings

The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of India. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of ___________, India, for the adjudication of any dispute hereunder or in connection herewith.

Mediation: The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally.

Arbitration: In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in _______________, India and shall be conducted in English. The arbitration shall be conducted by a sole arbitrator, who shall be mutually appointed by the Parties. In the event the Parties fail to agree on the appointment of the arbitrator within fifteen (15) days, the arbitrator shall be appointed in accordance with the provisions of the Act.

IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.