30-Sep-2023

Vipul tyagi

Dear Vipul,

Further to our offer and your acceptance thereof, we have pleasure in appointing you as Business
Development Associate at our Dheradun - Doon IT Park office effective 5 October 2023.

Your annual total cash compensation will be INR 420000 [Four Lakhs Twenty Thousand Only]. Your
compensation is mentioned in the attached Annexure-I.

Either you or the Company shall be entitled to terminate your employment at any time as per this
Agreement. Any contrary representations that may have been made to you shall be superseded by this
Agreement. This Agreement shall constitute the full and complete agreement between you and the
Company on the nature of your employment, which may only be changed in an express written
agreement signed by you and a duly authorized officer of the Company.

You may voluntarily resign from your employment at any time on giving to the Company 60 Days prior
written notice or pay salary in lieu thereof. However, the Company may at its sole discretion waive all or
part of the notice or allow the employee to make payment to the Company in lieu of all or part of the
notice period. In the event of promotion/role change for any reason, the company's prevailing notice
period policy as applicable to such new designation/role will apply.

Termination by the Company: Notwithstanding anything to the contrary contained herein, the Company
is entitled to terminate your employment by giving you 60 Days written notice or payment in lieu thereof.
The Company would have the flexibility to either allow you to leave employment prior to the completion
of any notice period upon payment of salary in lieu of such unserved notice period.

Probation - For a period of six (6) months from your date of joining the company you shall be under
probation. At the end of the probation your employment shall be deemed to be confirmed unless you
have been issued a communication from the Company in writing extending your probation for a period
decided by the Company. During the probation period, either party may terminate the employment at
anytime, without assigning any reason, upon written notice to the other party of not less than fifteen (15)
days or on payment of salary in lieu of the said notice period. Unless stated otherwise, there would not
be any change in the terms of employment on confirmation.

This offer of appointment is subject to positive feedback on your reference checks and conditional upon
successful background checks (which may include criminal checks, verification of previous employment,
education verification, credit check and appropriate identification verification) being conducted either by
the company or an appropriate third party, and the results of such background checks being favorable in
the company’s reasonable opinion. If this condition is not satisfied, then this offer of appointment will be
void or will become void, on notice by the company. If the terms & conditions are acceptable to you,
kindly send us an acceptance mail at the earliest and confirm your date of joining.
Your work week may be five days or six days a week as per company policy applicable to your area of
function, for such hours as are necessary to suit the Company’s requirements and for the proper
discharge of your duties. You may also be required to attend duties on Public Holidays as per the
exigencies of work and as permissible under applicable law. Ordinarily, your work week will not exceed
48 hours except in cases of exigency, in which case you will be informed by your supervisor of the need
to work additional hours in compliance with the applicable laws.

You represent and warrant to the Company that you are under no obligations or commitments, whether
contractual or otherwise, that are materially inconsistent with your obligations under this Agreement. In
connection with your Employment, you shall not use or disclose any trade secrets or other proprietary
information or intellectual property in which you or any other person has any right, title or interest and
your Employment will not infringe or violate the rights of any other person. You represent and warrant to
the Company that you have returned all property and confidential information belonging to any prior
employer, other than confidential information that has become generally known to the public or within
the relevant trade industry.

You shall serve the Company in India in connection with the business either of the Company or one of
the Associated Companies as the Company may at any time or from time to time direct. (“Associated
Companies” shall mean and include any and every Company in which at least 25% in the aggregate of
the Ordinary Share Capital is for the time being held by or in the beneficial ownership of the Company
and/or any of its associated companies)

You shall not have any claim whatever against the Company or any of its Associated 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.

During the employment period, if you are required to travel or stay outside your location specified above,
you shall be entitled to reimbursement of reasonable expenses as per the travel policy of the Company,
applicable from time to time.

You shall not, during the continuance of this engagement, be engaged, concerned, or interested directly
or indirectly, in any other occupation, business or employment whatever without the previous consent in
writing of the Company, but shall devote your time, attention and abilities exclusively to the performance
of your duties hereunder and shall in all respects obey and conform to the Company’s orders and
regulations, and well and faithfully serve the Company, and use best endeavours to promote the
interests hereof, and of the business in which you shall for the time being be engaged. During such time
as you may be engaged in connection with the business of any of the Associated Companies you shall
at all times readily conform to obey and execute all lawful orders which may be issued to you by such
Associated Company.

You shall not, unless directed by the company, either during the continuance of this engagement or
thereafter 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 Associated
Companies or to the strategies, plans, methods, process, appliances, machinery or plant used by them,
or by any of them or to any activities or experiments made by them, or any of them, or by any persons in
their employ, or relating to the prices paid or charged by, or the customers or suppliers of the Company
or its Associated Companies.
All Intellectual Property rights in any work or material developed/co developed/conceptualized directly or
indirectly by you during the course of your employment shall be considered ‘Works made for Hire’ under
the Intellectual Property laws and shall belong to and be the property of the Company and you confirm
and accept that you shall not be entitled to claim any rights over any such Intellectual Property. If
required by the Company, during or after the Employment Period, you shall assign and transfer in favour
of the Company or, at the request of the Company, in favour of any of its subsidiary, affiliate or
customers, all Intellectual Property rights in such works or materials and shall execute such deeds and
documents, as the Company may require, to effectually vest in the Company, any of its subsidiary,
affiliate or customers as the Company may require, any and all Intellectual Property rights and benefits in
such works or materials. In performance of your duties and responsibilities you shall not use or infringe
any intellectual Property or rights of the Company or of any other third party/s.

You shall, at the request and cost of the Company, take all necessary steps to procure the granting of
Letters of Patent in India and similar protection abroad in the Joint names of the Company and yourself
in respect of such invention, and upon such Letters of 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 of 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 of Patent or similar protection, but shall be worked by the Company, and all or any of
its Associated Companies as a secret process, and in such case you undertake not to disclose, divulge
or communicate any information relating to such invention to any other person or persons whatsoever.

All the provisions hereinbefore contained regarding any invention or patent shall apply to any design
which during the continuance of this Agreement, you shall become entitled to register, the registration
thereof being deemed to be equivalent to the grant of Letters of Patent, and any other necessary
changes being made.

If at any time hereafter it shall be agreed between the Company and yourself that an alteration shall be
made in your salary, duties or place of employment, such alteration shall not affect the other terms of
this Agreement, except as may be expressly agreed on.

You shall not do or indulge in any of the following, without the prior written consent of the Company:

(a) Compete: During the Employment Period and for a period of at least 6 (Six) months after the
Employment Period, you shall not directly or indirectly carry on, assist, engage in, be concerned or
participate in any business/activity (whether directly or indirectly, as a partner, shareholder, principal,
agent, director, affiliate, employee, consultant or in any other capacity or manner whatsoever) which is
similar to the business of the Company nor engage in any activity that conflicts with your obligations to
the Company.

(b) Solicit Business: During the Employment Period and for a period of at least two (2) years after the
Employment Period, you shall not solicit, endeavour to solicit, influence or attempt to influence any
client, existing or prospective customers or other person, directly or indirectly, to purchase his product in
lieu of Company’s products and/or services, to any person, firm, corporation, institution or other entity in
competition with the business of the Company.

(c) Solicit Personnel: During the Employment Period and for a period of at least two (2) years after the
Employment Period, you shall not solicit or attempt to influence any person employed or engaged by the
Company (whether as an employee, consultant, advisor or in any other manner) to terminate or
otherwise cease such employment or engagement with the Company or become the employee of or
directly or indirectly offer services in any form or manner to himself or any person or entity which is a
competitor of the Company.

You acknowledge and agree that the compensation stated in Annexure I of this appointment letter is
sufficient consideration for you to agree to non-compete and non-solicitation

You will not borrow or accept any money, gift, reward or compensation for your personal gains from or
otherwise place yourself under pecuniary obligation to any person/client with whom, you may be having
official dealings.

You acknowledge and agree that violation of the covenants and obligations with respect to non-compete
and non-solicitation as set forth above will cause the Company, irreparable injury. Therefore, you agree
that the Company shall be entitled to an interim injunction, restraining order or such other equitable relief
as a court of competent jurisdiction may deem necessary or appropriate to restrain you from committing
any violation of the covenants and obligations. These injunctive remedies are cumulative and are in
addition to any other rights and remedies that the Company may have against you as provided under
laws.

You will have access to the employee portal which will have Company’s Code of Conduct, Privacy Policy
Guide, IT Usage Policy, Safety and Environment policy and other policies of the company. You are
required to go through the same and understand them. You agree to abide by the principles set out in
the document, breach of which, can have serious consequences including dismissal from service.

If you are at any time found to be guilty of misconduct, commit any breach of this Agreement, or refuse
or wilfully neglect to perform to the satisfaction of the Company or any of the Associated Companies in
connection with whose business you may be engaged all or any of the duties devolving upon you under
this Agreement, the Company may at once, without any previous notice, terminate your appointment.
Unless in case of earlier termination of this appointment due to a plausible cause, you shall retire on your
60th birthday or the day immediately preceding such date, if your birthday does not fall on a working
day.

This Agreement and all of your rights and obligations hereunder are personal to you and may not be
transferred or assigned by you at any time. The Company may assign its rights under this agreement to
any entity that assumes the Company's obligations hereunder in connection with any sale or transfer of
all or a substantial portion of the Company's assets to such entity.

No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver
or discharge is agreed to in writing and signed by you and by an authorized officer of the Company
(other than you). Notwithstanding the above, in the event of a change in role, grades, promotions or other
changes made in your employment and informed to you by the authorised officer of the Company, the
applicable policies to such change in role, grades, promotion or other employment changes (for e.g.
Notice Policy, Reimbursement Policy) shall apply to you from the effective date of such change. To that
extent, such change in applicable policies will be considered an amendment of this Agreement and your
continued employment will be constituted as agreement to applicable policies from time to time.

No waiver by either party of any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.
Data Privacy and Protection

During the course of your employment with the Company, you may provide the Company with
confidential data or personal information that can be linked to you personally, or otherwise personally
identifies you, including without limitation your financial information, government identifiers, emails,
addresses, telephone number, physical, physiological and mental health information, and medical
records and history (Personal Data). You acknowledge that the Company may collect, use, transfer, store
or otherwise process (Process) such Personal Data as required per the Company’s policies, to facilitate
the conduct of the Company’s business, to conduct background checks, for finance, accounting and
marketing purposes or for quality and risk management purposes. The Company will Process your data
in accordance with applicable law and professional obligations and shall ensure that any service provider
who Processes Personal Data on your behalf adheres to such requirements.

You hereby consent to the Processing of your Personal Data in the manner described above, whether by
the Company or any service provider on the Company’s behalf. During the course of your employment
with the Company, You may have access to Personal Data, including but not limited to that of Company's
customers, employees, clients, vendors, or merchants, for the purposes of discharging your employment
duties. You agree to comply fully with all applicable laws, regulations, and government orders relating to
Personal Data and it’s protection as applicable to the Company including it’s Privacy policies. You shall at
all times during or after the course of your employment act with utmost care and good faith to protect the
Personal Data and not disclose or divulge any Personal Data to any third party or make use of any such
Personal Data for your own benefit.

If you agree to these terms and conditions, may we request you to sign the copy of this letter in token of
your acceptance.

Yours sincerely,

For PhonePe Private Limited

Mohan Dayananda
{{HRBP_sign1_es_:signer1:signature}}
Mohan Dayananda (Sep 30, 2023 12:13 GMT+5.5)

Mohan Dayananda
Head - HR Business Partner
I accept the above terms and conditions and shall abide by them.

Signature {
: Vipul
{cand_sign1_es_:signer2:signature}}
tyagi (Sep 30, 2023 14:13 GMT+5.5)

Name : Vipul tyagi

,,

“This is an electronically generated document, hence will not be printed on letter head material.”
 Annexure I: Your Rewards Summary

Name : Vipul tyagi

Compensation Structure INR Annually

Total Base Pay (A) 420000
Basic Salary 199200
House Rent Allowance 129322
Provident Fund (Employer's Contribution) 21600
Special Allowance 58800
Statutory Bonus 11078
Total Cash Compensation (B) 420000
Maximum Input Incentive* 14400
Maximum Output Incentive** 180000
Maximum Incentive Earning Potential (C) 194400
Benefits Cost (D) 25690
Insurance Cost 16108
Gratuity 9582
Cost To Company (E= B+C+D) *** 640090

* The input incentive amount mentioned above is the maximum possible earning subject to a
combination of market working & minimum productivity target being achieved (scheme will be shared
upon joining)

** The output incentive amount mentioned above is the maximum possible pay-out subject to points
earned as per the monthly incentive scheme shared

*** Cost to Company is only indicative of the possible expenses that the company may incur and is not
an entitlement.

Note:

▪ Monthly travel allowance will be paid out outside of the Cost to Company(E) & is subject to market
working and company policy.
▪ Employer's Contribution to Provident Fund (maximum 12% on 1,80,000/- of Basic Salary per annum)
▪ Gratuity is at 4.81% of your Basic Salary and it is payable on separation, subject to completion of 5
years of service in the company with the prevailing acts.
▪ Any tax liability arising out of these allowances, perquisites and reimbursements will be borne by the
employees.
PhonePe_Offer_Vipul tyagi_507023
Final Audit Report 2023-09-30

Created: 2023-09-29

By: People Operations - PhonePe ([email protected])

Status: Signed

Transaction ID: CBJCHBCAABAAA1OmM8S7AlwWLhsPoOWoljwEpHWKanMf

"PhonePe_Offer_Vipul tyagi_507023" History

Document created by People Operations - PhonePe ([email protected])
2023-09-29 - 8:38:38 PM GMT- IP address: 163.116.205.118

Document emailed to [email protected] for signature

2023-09-29 - 8:38:44 PM GMT

Email viewed by [email protected]

2023-09-30 - 6:43:44 AM GMT- IP address: 66.249.84.35

Signer [email protected] entered name at signing as Mohan Dayananda

2023-09-30 - 6:43:51 AM GMT- IP address: 163.116.196.63

Document e-signed by Mohan Dayananda ([email protected])

Signature Date: 2023-09-30 - 6:43:53 AM GMT - Time Source: server- IP address: 163.116.196.63

Document emailed to [email protected] for signature

2023-09-30 - 6:43:54 AM GMT

Email viewed by [email protected]

2023-09-30 - 8:36:08 AM GMT- IP address: 66.249.84.32

Signer [email protected] entered name at signing as Vipul tyagi

2023-09-30 - 8:43:45 AM GMT- IP address: 152.58.80.67

Document e-signed by Vipul tyagi ([email protected])

Signature Date: 2023-09-30 - 8:43:47 AM GMT - Time Source: server- IP address: 152.58.80.67

Agreement completed.
2023-09-30 - 8:43:47 AM GMT