Associate Restricted Stock Unit Agreement

Cyient Limited Restricted Stock Unit Scheme 2016 - Cash Equivalent

This Associate Restricted Stock Unit Agreement (hereinafter referred to as theoAgreementpmade and
entered into on 01 day of Apr 2017 by and between:

1. Cyient Limited, a Company incorporated in India under the provisions of the Companies Act, 1956
having its principal office at 4th Floor, oApWing, Plot no. 11, Software Units Layouts, Madhapur, Hyderabad,
Telangana hereinafter referred to asothe Companyp(which expression shall unless repugnant to the context
or meaning thereof, mean and include its successors thereto), represented through Mr. B. Ashok Reddy,
President Corporate Affairs and Infrastructure of the Company, of the One Part,

AND

2. Rakesh Sahu , an associate in the employment of the company, hereinafter referred to asothe eligible
associatep(which expression shall unless repugnant to the context or meaning thereof mean and include
his/her nominees, legal heirs, representatives and executors), of the Second Part:

WHEREAS the Company pursuant to a resolution passed by the Shareholders of the company on12th
December 2016 and the Board of Directors, vide their resolution dated13th October 2016 have adopted
and approved the Scheme.

AND WHEREAS the Board of Directors have constituted the Leadership, Nomination and Remuneration
Committee (hereinafter referred to asqCompensation Committeerto interalia implement and administer
the Scheme.

NOW THIS AGREEMENT WITNESETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

1. Definitions

In this Agreement the following expressions including their grammatical variations and cognate expressions
shall, where the context so admits, have the following meaning:

1.1 Grant means any units granted pursuant to the Scheme.

1.2 Grant Date means the date on which the compensation committee approves the grant.

1.3 Grant Price means the face value of the equity share of the company i.e. INR. 5/- each.

1.4 Nominee means any person appointed by the eligible associate through an application as provided in
Clause 16 of this Agreement.

1.5 Permanent disability means any disability of whatsoever nature, be it physical, mental or otherwise,
which incapacitates or prevents or handicaps an associate from performing any specific job, work or task
which the said associate was capable of performing immediately before such disablement, as determined by
the Board based on a certificate of a medical expert identified by such committee.

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India
1.6 Restricted Stock Unit oRSUpmeans the unit granted and vested pursuant to this Scheme subject to
fulfillment of terms and conditions prescribed by the Compensation Committee.

1.7 Resultant Shares mean the shares or other securities issued on any Corporate Action or any Change in
Control

1.8 Scheme means the oCyient Limited Associate Restricted Stock Units Scheme 2016pas set out herein
and shall include any modification and variations thereof.

1.9 Taxes means all applicable income tax or other payments required to be withheld, collected or
accounted for in connection with the Grant or Vesting of the RSUs or Allotment of a share / settlement of
the benefit in cash equivalent of vested RSUs.

1.10 Vesting means the process by which an associate becomes entitled to receive the benefit of a grant
made to him under the under the Scheme.

1.11 Vesting period means the period during which the benefit granted under the Scheme takes place.

Unless otherwise defined herein or unless the context requires a different meaning, all other terms used
herein shall have the meanings assigned to them in the Scheme.

2. Grant of RSU

The Compensation Committee has made a grant of 112 units to the eligible associate as per the enclosed
Grant letter in Annexure 1, on the terms and conditions set out in the Scheme, which gives the eligible
associate right to acquire respective number of shares of the company as presently constituted at a grant
price determined by the Compensation Committee and subject to the terms and conditions set out in:
a) the Scheme,
b) the Grant Letter, and
c) this Agreement.

The units granted under the Scheme shall not be transferable and shall be exercisable on vested units during
the limited period, as decided by the Compensation Committee, by the eligible associate only or in case of
his death, by his legal heirs. The units shall also not be pledged, hypothecated, mortgaged or otherwise
alienated in any other manner.

3. Vesting of RSU

3.1 The units shall vest to the granted associates at the end of one year from the Grant date for automatic
settlement as per specified timeline decided by the Compensation Committee

3.2 On vesting of the units, the eligible associate shall be entitled to settlement in cash equivalent of the
units vested subject to the fulfillment of other terms and conditions as specified in the Scheme.

3.3 In case of death or permanent disability of the eligible associate during the period of his service, then all
units granted to him under the Scheme till such date shall vest in the legal heirs or nominees of the deceased
eligible associate or to himself subject to the provisions of Securities Exchange Board of India oSEBIp
Regulations and Section 11 of this Agreement.

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India
4. Cessation of employment

4.1 If an eligible associateps employment with the company terminates otherwise than due to qCauseras
specified in clause 4.3, then all the unvested units, will lapse on the date of notice of such termination of
employment. However, the eligible associate shall be entitled for settlement of benefit of all the vested
units within 7 days of termination of his employment. However, the Compensation Committee, at its sole
discretion, may extend the period within which the benefit can be settled.

4.2 If an eligible associateps employment is terminated with the company due to qCauserthen all the units,
whether vested or not, will lapse on the date of notice of such termination of employment.

4.3oCausepfor the purpose of the Scheme shall mean, as determined by the Compensation Committee and
shall include,
(i) the engaging by the eligible associate in wilful, reckless or grossly negligent conduct which is determined
by the Compensation Committee to be detrimental to the interest of the company or any of its affiliates,
monetarily or otherwise,
(ii) fraud, misfeasance, breach of trust or wrongful disclosure of any secret or confidential information about
the company,
(iii) the eligible associateps pleading guilty to or conviction of a felony,
(iv) violation of any of the terms of employment contract.

4.4 If an eligible associateps employment with the company terminates due to:

(i) Death;
(ii) Permanent disability;

Then all the units, granted to him under the Scheme till such date shall vest in the legal heirs or nominees of
the deceased eligible associate or to himself.

However that in any of the above cases, the Compensation Committee may in its absolute discretion
modify the conditions of the vesting and settlement as it may deem fit, in accordance with the Scheme.

5. Corporate Action or Change in Control

5.1 A grant made under the Scheme shall be subject to adjustment by the Compensation Committee at its
discretion as to number of units, grant price of units, the time period of vesting or settlement as the case
may be, in the event of oCorporate Actionpor oChange in Controlpas defined herein.

5.2 The existence of the Scheme and the grants made hereunder shall not, in any way, affect the right or the
power of the Board of Directors or the shareholders or the Company to make, or authorize anyoCorporate
Actionpor any oChange in Controlpincluding any issue of shares, debt or other securities having any priority
or preference with respect to the shares or the rights thereof.

5.3 In case the Corporate Action or oChange in Controlphas an adverse effect on the eligible associate who
are granted the units under this Scheme, they shall either be granted fresh units or the existing units shall be
split, to compensate the adverse effect. The Compensation Committee even may also allow to cash out the
granted units by immediate vesting, depending upon the adversity.

Nothing contained in the Scheme shall be construed to prevent the Company from taking anyoCorporate
Actionpor oChange in Controlpwhether or not such action would have an adverse effect on the Scheme or
any grant made under the Scheme. No associate or other person shall have any claim against the company
or the new company/ new entity that is formed or takes over a part of whole of the business of the

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India
Company, as a result of such action.

5.4 If there is a oCorporate Actionpbefore the units granted under this Scheme are settled, the associate
shall be entitled to cash settlement for such number of Resultant Shares to which he would have been
entitled before such oCorporate Actionphad taken place and all vesting rights under the Scheme shall stand
correspondingly adjusted.

5.5 In case of Corporate Action/ Change in Control, the decision of the Compensation Committee shall be
final and binding.

6. Amendment/Termination to the Scheme

6.1 The Compensation Committee, in its absolute discretion, may from time to time amend, alter or
terminate the Scheme or any grant or the terms and conditions thereof, provided that no amendment,
alteration, suspension or termination in any grant previously made may be carried out, which may be
detrimental to the interest of the eligible associate.

Provided further, that the Compensation Committee will not, without the approval of the shareholders,
amend the terms of the Scheme like to increase/decrease the aggregate number of shares, which may be
issued pursuant to the provisions of the Scheme on settlement or surrender of units or on grants, except as
otherwise stated elsewhere in the Scheme

6.2 Without prejudice to the above, the Compensation Committee may, without any reference to or consent
of the associate concerned, amend the Scheme or grant or make any agreement, to comply with any law,
regulation or guideline, which is or may hereinafter, become applicable to the Scheme.

6.3 In the event of a dissolution or liquidation, the Compensation Committee shall inform each eligible
associate, as soon as practicable/ permissible under applicable laws, of the same.

7. No right to a grant

Neither the adoption of the Scheme, nor any action of the Board of Directors or Compensation Committee,
shall be deemed to give an eligible associate any right to be granted any units to encash the benefit or to any
other rights hereunder, except as may be evidenced by this Agreement, duly executed between the
Company and the eligible associate.

8. No employment rights conferred

Nothing contained in the Scheme or in any grant made hereunder shall:

(i) confer upon the eligible associate any right with respect to continuation of employment or engagement
with the company, or
(ii) Interfere in any way with the right of the company to terminate his employment or services at any time.

9. Tax deduction / recovery

The company shall have the right to deduct/ recover all taxes payable either by itself or by the eligible

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India
employee, in connection with all grants/ RSUs / shares under the Scheme, by way of deduction at source
from salary at the time of grant/ vesting / allotment / any other taxable event as per prevailing tax laws in
force and, in addition, to require any payments necessary to enable it to satisfy such obligations.

The eligible employee will also, as a condition of the Scheme, authorize the Company or its nominee to sell
such number of shares, as would be necessary, to discharge the obligation in the respect of such taxes and
appropriate the proceeds thereof on behalf of the eligible employee

10. Confidentiality

The eligible associate shall ensure complete confidentiality in respect of all documents, matters and
discussions in relation to the Scheme, grant, the Agreement or any connected matter. In case of any
violation, the Compensation Committee reserves the right to cancel the grant (including vested RSUs) or
impose any financial penalty, without prejudice to the other action which may be taken in this regard.

11. Nomination of beneficiary

The eligible associate may appoint any person(s) as nominee(s) for the purpose of exercising the rights with
respect of all vested units on his death/ permanent disability, subject to the terms and conditions of the
Scheme. The eligible associate shall appoint such nominee(s) by submitting a letter in the form specified by
the Compensation Committee in this regard. The eligible associate has the right to revoke/ change such
nomination. The nominee(s) shall alone be entitled to exercise the rights of the eligible associate concerned
in the event of the death/ permanent disability of the eligible associate. The template for declaring the
nominee is enclosed as Annexure 2.

12. Insider trading

The eligible associate shall ensure that there is no violation of:

(a) Insider Trading Regulations of the country and/or the recognized stock exchange on which the shares of
the company are listed.
(b) Other applicable restrictions for prevention of Fraudulent and/or Unfair Trade Practices relating to the
securities market.

The Compensation Committee shall be entitled to frame such rules and regulations as may be necessary to
ensure that there is no violation of the above referred regulations. The eligible associate shall keep the
company or the Board or the Compensation Committee, fully indemnified in respect of any liability arising
for violation of the above provisions.

13. Incorporation of the Scheme

All the terms, conditions and provisions contained in the Scheme are hereby deemed to have been
incorporated in this Agreement. The eligible associate hereby agrees to be bound by and comply with the
same. Unless otherwise specifically stated herein, in the event of any inconsistency between the Scheme
and this Agreement, the provisions of the Scheme shall prevail.

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India
14. Disputes

Any disputes or differences of any nature arising hereunder shall be referred to the Compensation
Committee and its decision shall be final and binding in all respects. If the members of the Compensation
Committee are evenly divided on any issue, then the Chairman of the Compensation Committee shall have a
second or casting vote.

15. Notices and correspondences

Any notice to be given hereunder shall be in writing and shall be addressed to the company at the following
address: Cyient Limited, Plot no. 11, Software Units Layouts, Madhapur, Hyderabad, Telangana,500081 and
any notice given to the eligible associate shall be address available with the company or at such other
address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to
have been duly given on completion of three (3) days of sending such notice enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified and deposited (with the proper postage and
registration or certificate fee prepaid).

16. Regulatory approvals

The implementation of the Scheme, the granting of any units under the Scheme and the issuance of any
shares under the Scheme shall be subject to the procurement by the company, or by the eligible associate of
all approvals and permits required by any regulatory authorities as applicable.

17. Governing Law

This Agreement shall be governed by and interpreted in accordance with the applicable Indian laws. Any
dispute arising from or in connection with the Scheme shall be subject to the jurisdiction of the courts of
Telangana, India.

IN WITNESS WHEREOF the parties hereto have executed these presents in good faith and in two (2)
originals on the day and year first above written.

for Cyient Limited

B. Ashok Reddy
President Corporate Affairs & Infrastructure

Signature

Rakesh Sahu

Annexures:
1. Grant letter
2. Nomination letter

Cyient Ltd. 4th Floor, A Wing. 11 Software www.cyient.com

Units Layour, Madhapur CIN: L72200TG1991PLC013134
Hyderbad t T +91 40 6764 1000
Formerly Infotech Eenterprises F +91 40 2311 0352
Limited India