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EMPLOYMENT CONTRACT

30 January 2021

Jomari Calda Rostan


111-B 8th Avenue East Rembo Makati CityMakati City1216

Dear Mr./Ms. Rostan,

We are pleased to confirm our offer to you as Associate-CS Phone for Sutherland Global Services
Philippines Inc. (the “Company”) effective 30 January 2021. In this capacity, you will report directly to
the Team Manager, T-Mobile CC PHL.

We expect you to treat this Employment Contract with utmost privacy and confidentiality. It shall not be
valid, without the signature of the Director of Human Resources. No portion or provision of this contract
may be reproduced, transmitted in any form or by any means, electronic or mechanical, including
photocopying and recording or by any information or retrieval system without the written consent and
approval of the Company. Any violation hereof, shall be dealt with accordingly, including but not limited
to the withdrawal of the offer or annulment of the contract.

Your Employment Contract

We are pleased to offer you employment with Sutherland Global Services Philippines, Inc. (“Company”)
with its principal place of business in Taguig City, Philippines on the terms set out in this Employment
Contract.

1. Commencement and Term of Employment

1.1 Your employment is intended to be for an indefinite term, subject to you obtaining the
necessary work permit [e.g., alien employment permit (“AEP“), if applicable] and work
visa from the relevant government authorities and maintaining the same in good
standing, for your employment or continued employment, as the case may be, with the
Company. Your employment will commence on 30 January 2021.

1.2 Your probationary employment is contingent on the following:

(a) the Company’s satisfaction, in its sole discretion, with the results of a background and
reference check and verification of your salary and employment history which check
and verification you hereby consent to. If such check and verification are conducted
through a third party service provider, you agree and acknowledge that personal
information about you may be disclosed to such third party;

(b) Your submission of the required documents and government ID and numbers such as
Tax Identification Numbers, Social Security System, NBI Clearance, Philhealth, and Pag-
ibig within 15 days from the start of your employment.
(c) your submission to and satisfactory passing of your pre-employment medical
examination, consistent with Company policy and legal requirements.

(d) In any event, you warrant that: there is no restriction of the nature described above
imposed on you; you have a good credit standing and are not otherwise heavily
indebted beyond your means; have not committed, nor have been accused of having
committed a crime; are not afflicted with any incurable disease or physical condition
that could adversely affect work performance; and that you have not been dismissed
for cause, forced to resign or denied employment previously. You understand that any
misrepresentation in this regard may give rise to your non-regularization from the
company.

(e) your successful completion of a six (6) months or 180 calendar days probationary
period commencing on 30 January 2021 and ending on 29 July 2021 unless sooner
terminated for any of the cause provided by law or this Contract. Your employment is
subject to the Company’s standards for regularization of employment, which you
hereby acknowledge to have received and to be aware of. These standards for
regularization are:

External Appearance - You must keep yourself neat, presentable and well groomed
at all times. You must carry yourself in a dignified and respectful manner.

Attendance & Punctuality -You must be able to strictly observe shift schedule,
`training schedule, workdays, work hours and break periods. You must be able to
report to work regularly and on time. Frequent absences, tardiness or “undertime”
is strictly forbidden.

Job Competence - You must prove your knowledge and understanding of the
nature, details and demands of your job. You must be able to demonstrate ease in
learning the rudiments of your job and in understanding instructions.

Completion of Certification - You must satisfactorily pass all the certification tests
you are required to take in the course of your employment.

Attitude -You must demonstrate a sincere interest and enthusiasm in your job. You
must show a positive outlook towards the Company, its business, operations,
beliefs and concerns. You must show willingness to learn and to overcome job
difficulties. You must be able to perform your job with a positive attitude even
while working under stress. This includes having the quality of initiative,
responsibility and foresight.

Discipline - You must be able to comply with the Company’s rules and regulations.
You must be able to show maturity in accepting criticisms and remarks regarding
your work and attitude.

Attitude towards Co-employees and Superiors - You must be able to show respect
to your superiors, co-employees and others in general. You must be able to work
well with others. This includes the ability to cooperate and to work as part of a
team.

Background Checks - You must be able to complete and pass all background checks
that the Company will conduct, including reference check and verification of your
identity, education and your salary and employment history.

Work Quality - You must be able to prove to the satisfaction of the Company
advanced skills, initiative and competence in your duties and responsibilities.

Strategic and Business Oriented Thinking – You must demonstrate a


realistic foresight to change business/product/operational strategies in
response to market demands, competitors, external or internal conditions
to achieve short term and long terms goals.

Planning and Organizing – You must be able to balance competing


priorities and optimize limited resources, anticipate forthcoming needs and
possibilities.

Results Orientation – You must be able to see through the completion of a


project, task, and deliverables despite conflicting priorities and resource
constraints.

Others - Additional discussion of your duties and responsibilities will be made by


your superior, which may be changed from time to time, upon prior notice.

(f) Your successful completion of certification is one of the standards for regularization
that you are required to meet. During the probationary period, the Company will
evaluate your performance. Your immediate superior or such other representative
appointed by the Company may conduct the evaluation. Your evaluation by the Company
may or may not be made in writing. You hereby agree that it is the prerogative of the
Company to evaluate your performance and decide whether you are qualified to be a
regular employee. If you fail to meet the standards for regularization of employment set
by the Company, your appointment may be terminated by the Company subject to the
notification provisions as described below. During the probation period you will be
eligible for benefits in accordance with relevant Company policies. During
probationary period your employment may be terminated in accordance with the
Labor Code of the Philippines (“Labor Code”). At the end of the probationary period,
upon complying with the standards for regularization of the Company, you may
become a regular employee. Upon regularization, you agree to be governed by the
same terms and conditions of this agreement as well as other rules and regulations to
be issued by the Company; and your successful renewal of certification, when
applicable.

(g) termination pursuant to the terms of this agreement, relevant policy and the
requirements of applicable law.

(h) Should you fail to meet any of the conditions mentioned above, you recognize the right
of the company to terminate your probationary period.

2. Terms and Scope of Employment

2.1 You will initially report to a supervisor or manager, or such other person as required by
the Company from time to time.

2.2 Your place of work will be in 12/F Philplans Corporate Triangle Drive, Center Bonifacio
Global City Taguig, Philippines or any such other location, including the premises of the
Company’s customers, as the Company may designate from time to time. By signing this
contract, you agree that the Company may change your place of work, in its absolute
discretion, to another location.

2.3 You agree, as a condition of your employment and prior to the date of your
commencement, that you will execute the Company’s “Confidentiality and Intellectual
Property Agreement”, accompanying this Contract.

3. Duties

3.1 Your primary duty and responsibility is to deliver optimum customer service to our clients
and customers. Your other duties and responsibilities shall be discussed to you during
training. Your duties and responsibilities may change according to the needs of the
Company. You hereby recognize the right and prerogative of the Company to change your
duties and responsibilities according to the Company’s needs. Any change shall also form
an integral part of this Contract as if agreed upon at the time of the execution of this
Contract.

3.2 You agree that, during your employment with the Company, you must:

(a) perform to the best of your abilities and knowledge the duties assigned to you by
the Company from time to time, whether during or outside Business Hours and at
such places as the Company requires;
(b) serve the Company faithfully and diligently to the best of your ability;
(c) use all reasonable efforts to promote the interests of the Company;
(d) act in the Company’s best interests;
(e) comply with all laws applicable to your position and the duties assigned to you; and
(f) report to the person or persons nominated by the Company from time to time.
(g) Perform your duties and responsibilities with honor and integrity.

3.3 Without limiting your duties to the Company, you must not:

(a) act in conflict with the Company’s best interests; or


(b) compete with the Company, or any of their respective subsidiaries and affiliates.

3.4 You agree that, the Company, at its sole discretion, may assign you additional tasks or to
a new manager; modify or remove your assigned duties; or change the place of your
employment or your working schedule and to modify your reporting structure, without
additional compensation to you, in accordance with the Company’s needs.
3.5 For the sake of clarity, changes in duties and responsibilities may include handling a team
or group of employees, without the benefit of promotion or increase in benefits and
compensation. Promotions shall be in accordance with the company’s existing policies
and procedures.

4. Salary

4.1 For all services you render, you shall receive a gross salary as set forth in an annexure,
which is attached hereto and made an integral part of this Agreement. The said salary
shall be paid in arrears, one-half on the 15th of the month and the other one-half at the
end of the month.

4.2 Depending on the Company’s economic standing, you may be given incentives or bonuses
apart from the amount you are legally entitled to under the 13th Month Pay Law or any
other laws.

4.3 Despite as provided in the above paragraph, the right to, and any payments of, incentives
and bonuses will be in accordance with applicable Company policies and this agreement.
The above paragraph does not in any way imply that you have a right or entitlement to
receive any incentive or bonus payment or participate in any scheme which provides for
such payments.

4.4 Your basic salary and any payment in respect of the legally mandated thirteenth (13th)
Month Pay will be paid according to local payroll practices, subject to any tax or other
deduction provided or permitted by law in force from time to time, such as Social Security
System, Philippine Health Insurance Corporation and Home Development Mutual Fund
(Pag-IBIG Fund) contributions.

4.5 Except for the taxes and contributions mandated by law to be withheld by the Company
or for the government filings required by law to be made by the Company in connection
with the salary and other compensation and benefits arising from this employment, all
other taxes and contributions and filings shall be your responsibility and shall be made by
you. Your salary may be reviewed from time to time in accordance with Company policy,
but will not necessarily be increased. This basic salary is paid in satisfaction of all services
rendered by you under this Contract to the extent permitted by law.

5. Discretionary Benefits

5.1 The Company may, at its discretion, from time to time provide you with other benefits.
Unlike your salary, the Company may cease providing these benefits or change the basis
on which it provides them at its discretion and you do not have an entitlement to continue
to receive these benefits or to receive any other payment or benefit in lieu.

5.2 Unless you are advised in writing that a benefit or item of compensation is part of your
base salary, it will be a discretionary benefit to which this clause applies.

5.3 The Company's current discretionary benefits include those as set forth in the attached
annexure.

6. Vacation Entitlement, Paid Holidays and other benefits

6.1 You will be entitled to vacation leaves, consistent with the prevailing company policy
and procedures in availing the leaves. The Company reserves the right to change the
same, subject to applicable law.

6.2 You are entitled to public holidays in accordance with the laws of the Philippines. Such
public holidays do not form part of your annual vacation entitlement. Nevertheless, by
signing this Agreement, you hereby agree that the Company may move the celebration
of a holiday to another date, at the complete discretion of the company. You also
acknowledge that you have received a copy of and agreed to, the Company's flexi-holiday
policy.

6.3 Vacation days and public holidays that are considered regular holidays will be paid as
actual workdays.

6.4 Upon termination of your employment for any reason whatsoever, your outstanding
accrued vacation days shall not be paid to you, unless otherwise provided by law.
6.5 You shall also be entitled to other benefits and leaves, whenever applicable, under
Company policies. A summary of your benefits and entitlements is provided in an
annexure of this employment contract.

7. Hours of Work

7.1 The working hours under this Contract will be forty (40) hours per week. You may be
required to work in excess of or outside normal working hours as necessary to perform
your duties and responsibilities. You may also be required to work on irregular hours as
assigned and necessary for the nature of your work. The normal working days will be five
(5) days in a week, even if you may not be initially required to report for work for exactly
five (5) days a week. By signing this Contract, you hereby agree that the Company may
implement Flexi hours, subject to applicable laws.

7.2 By signing this Contract, you thereby consent to render work outside your normal working
hours, including overtime work, whenever required by the Company. You further
understand that overtime pay and any other premium pay for work rendered outside your
normal working hours shall be paid only if such work is expressly requested or approved,
as the case may be, by your supervisor or manager, and you are legally entitled to such
additional pay under Philippine law.

7.3 For the sake of clarity, no overtime work shall be paid, unless it was expressly approved
and/or requested by your immediate manager.

7.4 In cases of managerial employees, managerial staff and other exempt employees, the
salary payable to them is already an adequate compensation in case they are required to
work for any additional hours and they shall not be entitled to any additional payment in
this regard.

7.5 The Company shall pay overtime pay and other additional compensation to its employees
in accordance with Philippine law and the provisions of this Contract.

7.6 You will have two rest days per week, the schedule of which will be determined by the
Company. While there may be a day or days in a week (other than your scheduled weekly
rest day) when you will not be required to report for work, such day or days will not be
considered additional rest day or rest days, but will be considered normal work day or
work days without work.

7.7 The Company will operate in a 24 x 7 working environment and you agree to be assigned
to or work in any shift / days, subject to the complete discretion of the Company.

7.8 Subject to other relevant company policies, you will be paid a night shift differential
premium corresponding to the time you have rendered work between 10pm to 6am.

8. Business Travel

8.1 Your duties may require you to engage in travel on behalf of the Company including travel
outside the Philippines. As a consequence, you must work any additional hours as
required. You expressly agree to accept such reasonable travel and hours of work without
additional compensation, subject to applicable law.

8.2 Business travel and assignments outside of the Philippines will be notified to you in
advance, but you agree that you will not refuse such travel and assignments without
imperative reasons.

9. Expenses

9.1 Authorized Company expenses will be reimbursed to you in accordance with Company
policy in place from time to time, upon your presentation of documentary evidence of
each expense acceptable to the Company.

10. Disability and Sick Leave

10.1 You will be entitled to paid sick leave in accordance with the Company’s policy in place
from time to time, subject to applicable law. Such leave will not accrue from year to year
and you will not be entitled to any payment in respect of such leave on termination of
your employment.
10.2 You are required to notify the Company immediately of every absence from work and its
probable duration. Upon request by the Company, you must promptly provide the
Company with reasons for the absence.

10.3 Without limiting its statutory rights, before granting paid or unpaid sick leave, or during
or after any period of sick leave, the Company may, to the extent permitted by law:

a) require you to provide the Company with satisfactory evidence confirming your
illness or injury; and/or
b) require you to be examined by a medical practitioner nominated by the Company in
respect of the illness or injury, who will provide a report to the Company.

11. Termination of Employment Relationship

11.1 Your employment may be terminated by the Company for just and authorized causes
pursuant to Articles 282 to 284 of the Labor Code of the Philippines.

11.2 In addition to the just and authorized causes for the termination of employment
enumerated in Articles 282 to 284 of the Labor Code of the Philippines, the following acts
and/or omissions shall, without limitation, similarly constitute just and authorized
grounds for the termination of your employment by the Company and/or grounds for the
Company to impose disciplinary measures against you:

(a) intentional or unintentional violation of the policies, rules and regulations of the
Company;
(b) commission of an act which effects a loss of confidence on the part of the
Company with regard to your ability to satisfactorily perform the duties and
requirements of your employment;
(c) serious misuse or abuse of the Company’s property, facilities and/or resources;
(d) commission of an act which may constitute a crime or offense against a
supervisor, co-employee or the Company or its representatives;
(e) failure to attain a satisfactory grade in two consecutive monthly performance
evaluation made by the Company or its representatives;
(f) intentional or unintentional disregard of the disciplinary measures or sanctions
imposed by the Company or its representatives;
(g) directly or indirectly participating, engaging and/or entering into personal
business arrangement involving products and/or services of the Company or
products and/or services of the competitors of the Company;
(h) intentional or unintentional violation or breach of confidentiality of information
belonging to the Company, including any breach of the ‘Confidentiality and
Proprietary Information Agreement’;
(i) failure to meet the standards for regularization;
(j) abandonment and
(k) other similar acts, omissions, and/or events.

11.3 The termination of your employment howsoever arising shall not affect such of the terms
hereof as are expressed to operate or have effect thereafter and shall be without
prejudice to any right of action already accrued to the Company in respect of any breach
or default by you.

11.4 If your employment is terminated for any reason:

(a) the Company may set-off amounts you owe the Company against any amounts the
Company owes you at the date of termination except for amounts the Company is by
law not entitled to set-off;
(b) you must return all the Company’s property (including property leased by the
Company) to the Company on termination including all written or machine readable
material, software, computers, credit cards, keys and vehicles;
(c) your obligations contained within the “Confidentiality and Intellectual Property
Agreement” that you are required to sign in connection with your employment,
continue after the termination of your employment;
(d) you must not record or retain any confidential information in any form after
termination; and
(e) you must return your Alien Certificate of Registration Identification Card and AEP Card
to the Company for the cancellation by the proper authorities. In certain cases, you
may be required to downgrade your visa to a temporary visitor’s or 9(a) visa.
11.5 Subject to applicable law, the Company may suspend you without pay while investigating
any matter which the Company believes could lead to the Company exercising its rights
or taking any other disciplinary action.

11.6 Subject to law, other provisions of this agreement and termination policy of the Company,
you may terminate this employment contract by serving a mandatory written notice on
the Company of at least one (1) month in advance. Nonetheless, upon the complete
discretion of the Company, this 30-day notice requirement may be waived by the
Company by requiring you to pay a sum at least equal to your base salary for 30 days
instead.

11.7 Should you abscond or fail to render 30 days notice, you hereby expressly authorize the
company to deduct from any amount payable to you at the time of the termination of this
contract or expiration of your employment the sum of Php 500.00, as liquidated damages,
for every unexpired portion of the required 30 days notice.

11.8 If the amount due you is not sufficient to satisfy the claims of the company, the company
may not be stopped from taking the proper necessary actions to ensure full payment of
any and all such claims.

11.9 Upon the termination of the employee's employment, for whatever reason, the Company
will be entitled to deduct from any payments then due or becoming due to the employee
(whether in respect of any period before such termination or not) any moneys which may
then be or become due thereafter from the employee to the Company.

11.10 Upon the termination of the employee's employment, for whatever reason, the employee
shall forthwith return all property belonging to the Company including but not limited to,
documents, equipment and other working materials. The Company reserves the right to
make deductions for any items not returned or damage to any such items.

11.11 By signing this contract, you hereby consent to the withholding of and deduction from
your salary and from other amounts to be paid in severance as expressed above.

12. Redundancy and Other Authorized Causes to Terminate Employment

12.1 If your employment is terminated for redundancy, retrenchment, instalment of labor


saving devices, closure, or disease, you agree that:

(a) clauses 11.3 and 11.4 (above) will apply; and


(b) you are not entitled to any payment from the Company except for:

(i) any remuneration due to you but unpaid at the date of termination; and
(ii) any amount required under applicable law to be paid.

13. No Conflict of Interest

13.1 You warrant that:

(a) you have not entered into any other agreement or arrangement which may be in
conflict with the terms and conditions of your employment with the Company, or
which would preclude you from fully performing your job responsibilities for the
Company; and
(b) your performance of your duties for the Company does not and will not breach any
obligation you have to keep in confidence: proprietary information; knowledge or data
acquired by you in confidence or in trust prior to your employment by the Company;
and you will not disclose to the Company or induce the Company to use any
confidential or proprietary information or material belonging to any previous
employers or others.
(c) you do not have any outside business interest including non-Company-related work
whether paid or unpaid, business ventures, directorships, partnerships or a direct or
indirect financial interest which has the potential to be in conflict with your
employment, the interests of the Company, or their partners, customers and suppliers;
or
(d) Engaging in any activity that might compete directly or indirectly with the Company or
might pose a conflict of interest with your employment; or
(e) Having or gaining an interest including a direct or indirect financial interest (for
example, ownership of shares or ownership or investment in an outside business),
which might pose a conflict of interest with your employment; or
(f) any other employment, activity, or undertaking which may create conflict of interest or
may interfere with your employment.

13.2 During your employment with the Company, you agree not to become associated as an
owner, employee, agent, consultant, officer or partner or in any other capacity with any
business which furnishes services or products similar to those of any member of the
company or which in any way otherwise competes with any member of the Sutherland
Global Services Philippines, Inc. While you are employed by the Company, you also agree
not to become a director of any company or business, without the Company’s prior
written consent.

13.3 You hereby represent and warrant that you are not subject to any restrictions, agreement,
arrangement, contract (including but not limited to, any non-compete restriction),
understanding, court order or otherwise that would directly or indirectly prevent, restrict
or prohibit you from working in the Company, from entering into this Agreement or from
fully performing your duties and responsibilities pursuant to this Agreement. You shall
indemnify, defend and hold the Company and its representatives harmless from and
against any and all claims, made or threatened, arising from any such restrictions,
agreement, arrangement, contract (including but not limited to, any non-compete
restriction), understanding, court order or otherwise that directly or indirectly prevents,
restricts or prohibits you from working in the Company, from entering into this
Agreement or from fully performing your duties and responsibilities pursuant to this
Agreement. You shall also indemnify the Company for any amount of damages that the
latter may suffer thereby.

13.4 Prior to signing this Contract, you shall terminate all business relationships, employment
or concerns with which you may be personally involved with.

14. Non-competition and Non-solicitation

14.1 For one (1) year after the date of the termination of your employment you must not and
must not prepare to, within the Philippines: participate in; assist with; or otherwise be
directly or indirectly involved as a member, shareholder (other than a shareholding of less
than five percent (5%) in a company listed on any recognised stock exchange), unit holder,
director, consultant, adviser, contractor, principal, agent, manager, employee,
beneficiary, partner, associate, trustee or financier of, any business or activity that is the
same or similar to a part or parts of a business: (A) carried on by a member or members
of the Sutherland Global Services Philippines, Inc.; and (B) in which you worked at any
time during the 12 months prior to the date of the termination of your employment; or
for any person, company or other entity that competes with any member of the
Sutherland Global Services Philippines, Inc.

14.2 During and for twelve (12) months after your employment with the Company ends,
regardless of the reason that it ends, you must not solicit, canvass, approach or accept
any approach from directly or indirectly, either alone or in concert with others:

(a) any existing or potential customer, client, supplier, vendor, or contractor of the
Company or any other member of the company with whom you worked, had
material dealings, or gained knowledge of within the twelve (12) months prior to
the termination of your employment; or
(b) any employee of the Company who is employed in a senior, managerial, technical,
supervisory, sales or marketing capacity.

14.3 You agree that any breach, violation or evasion of this provision will result in immediate
and irreparable injuries and harm to the company, and you agree that the Sutherland
member seeking to enforce this agreement will have recourse to the remedies of
injunction and specific performance, or either of such remedies, as well as all other legal
or equitable remedies to which such company may be entitled.
15. Compliance with the Foreign Corrupt Practices Act and Domestic Anti-Corruption and Anti-
Bribery Laws

15.1 Compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”). You agree that you will
not:

(a) use, offer or promise to use any funds or thing of value for any unlawful
contribution, gift, entertainment, or any other unlawful payment or expenses
relating to political activity, or;
(b) make, offer to make, or promise to make any unlawful contribution, gift, or any
other payment of money or anything of value to any foreign or domestic
Government official or employee, or to any foreign or domestic political party or
campaign or any candidate for foreign or domestic political office.

15.2 Compliance with Philippine anti-corruption and anti-bribery laws. You agree that you will
not:

(a) directly or indirectly bribe a Government official or employee, or otherwise


directly or indirectly give, offer or promise to give or offer any gift, present, share,
percentage, or pecuniary or material benefit or interest, for yourself or for the
Company, to a Government official or employee by reason of the said official’s or
employees’ office; or,
(b) directly or indirectly persuade, induce or influence a Government official or
employee to do or omit to do any act in violation of the lawful duties of such
official, to secure an improper advantage, whether for yourself or the Company,
or to commit an offense or violation of rules/regulations.

15.3 In this clause, “Government” is defined as any domestic or foreign government,


department, agency or instrumentality, including any corporation, company, or other
organization owned or controlled by any domestic or foreign Government, or any public
international organization and/or any domestic or foreign political party.

15.4 The Company may terminate this agreement with you at its sole discretion at any time if
the Company determines that you have breached this provision, or have otherwise
engaged in any action or conduct in violation of the FCPA or any other applicable anti-
bribery or anti-corruption law or regulation in any jurisdiction.

15.5 At its sole discretion, the Company may decide to disclose to the U.S. and/or any other
Government the facts of any violation of this provision by you.

16. Employee Personal Information

16.1 The Company understands that privacy of information is important to you. The Company
does not sell or otherwise share personally identifiable information except as provided
below.

16.2 You consent to the processing and use of your Personal Data held by the Company for
legal, personnel, administrative and/or management purposes. You further consent to
the transfer of your Personal Data to other members of the company and to other third
parties including those who provide products or services to the Company (such as benefit
providers and payroll administrators), legal counsel, regulatory authorities, potential or
future employers and potential purchasers of the Company or the business in which you
work provided that the transfer is for one of the purposes referred to above, even where
the recipient of the data is located in a country or territory which does not maintain
adequate data protection standards but where the Company has nevertheless installed
reasonable technical safeguards to avoid unauthorized access.

16.3 I further consent to my Personal Data being stored on a central database in the USA or
wherever it may be located in the future, which is accessible by persons from the
Sutherland Global Services Philippines, Inc., and other third parties mentioned above in a
number of different countries or territories, including countries and territories which do
not maintain adequate data protection standards. For the purposes of this consent,
"Personal Data" includes, but is not limited to: name, address and contact details, date of
birth, marital status, educational background, employment application, history with the
company, job title, areas of expertise, details of salary and benefits, social security
number, bank details, performance appraisals, salary reviews, records relating to holiday
and other leave, working time records, details of any shares of common stock or
directorships of the Company or any other member of the Sutherland Global Services
Philippines, Inc., held by you, details of all stock options, phantom stock options, or any
entitlement to shares of common stock of the Company or any other member of the
Sutherland Global Services Philippines, Inc., awarded, cancelled, exercised, vested,
unvested or outstanding in your favour and other management records. Personal Data
also includes Sensitive Personal Data relating to your health (including information in the
employee medical questionnaire, records of sickness absence, medical certificates and
reports).

17. Monitoring of Use of Information Technology and Communications

17.1 You acknowledge that the Company's local and wide area network infrastructure and its
telecommunications system and its components, including telephones, mobile phones,
facsimile machines, photocopiers, printers, personal organizers, computers and servers,
as well as the applications running on and services provided by these systems including
paper-based documents that are generated, e-mail and voicemail, Internet and Intranet,
and file storage facilities ("IT systems") and all oral communications, telephone
conversations, information and messages or any part of a message (whether in the form
of data, texts, images, speech or any other form) transferred via and/or stored on the IT
systems, including any recording and/or copies made of such communications, and any
attachments to such communications ("Communications") made via the IT systems are
the property of the Company. The IT systems must be used only to conduct Company
business and to enhance your productivity.

17.2 You acknowledge that the Company has the right to monitor, record, or access any
Communications made via the IT systems, electronic files or paper-based files, or other
uses or applications of the IT systems for compliance with Company policies. You should
have no expectation of privacy when using company IT systems.

18. Applicable Law

This agreement is to be governed and construed by the laws of the Philippines and the parties
irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the
Philippines.

19. No Waiver

The failure by the Company at any time to insist on performance of any provision of the
agreement set out in this letter is not a waiver of its right at any later time to insist on
performance of that or any other provision of the agreement set out in this letter.

20. Reference or Background Checks

20.1 The offer of employment and any consequent employment relationship is contingent
upon satisfactory reference and/or background checks as well as verification of your
employment and salary history. Subject to applicable law, any false information provided
by you may be a ground to terminate your employment with no compensation to you.

20.2 By signing this document, You likewise authorize the company to verify and check in your
behalf, with the Registrar of your schools any and all information pertinent to your
educational background and information.

21. Severability

The Company and you mutually agree that the provisions of this Contract are severable, and if
any one provision is found to be unenforceable in whole or in part, the remainder of the
agreement will remain valid and enforceable. The Company and you further agree that the
court should modify any provision to make it enforceable.

22. Successors and Assigns

The Company will have the right to assign this Contract and all covenants and agreements herein
will inure to the benefit of and be enforceable by such successors and assigns. This Contract is
personal to you and cannot be assigned by you in whole or in part.
23. Variation and Exercise of Rights

23.1 This Contract may only be altered in writing signed by each party. The Company reserves
the right, in the event of there being any variance in any terms and conditions of
employment or in such policies and direction that may be circulated and communicated
to you, to construe such variance in the manner that best reconciles such difference
having regard to the objectives and purpose of your employment under this agreement.
The Company's construction and reconciliation of such variance will be final.

23.2 Any variation to this Contract must be in writing and agreed by both parties. The exercise
of any right or discretion by the Company under the agreement set out in this Contract or
in connection with your employment is in its absolute discretion and is not subject to any
implied restrictions (including any implied term of mutual trust and confidence).

24. Company’s Policies and Procedures

You agree that during your employment with the Company, you will comply with the Company's
policies and procedures in place from time to time. These policies and procedures apply to you
and the Company may adopt, vary or rescind these policies from time to time in its absolute
discretion and without any limitation (implied or otherwise) on its ability to do so. You further
agree that it is incumbent upon you to make yourself aware of any and all Company policies,
rules and regulations, whether printed, posted, available electronically or in any other form of
communication.

25. Entire Agreement

25.1 This Contract and the Confidentiality and Intellectual Property Agreement set out the
entire agreement and understanding between the Company and you relating to your
employment and merge all prior discussions between the parties, including but not
limited to any and all statements made by any officer, employee or representative of any
member of the Sutherland Global Services Philippines, Inc. regarding any member of the
Sutherland’s financial condition or future prospects.

25.2 You understand and acknowledge that, except as set out in this Contract and in the
Confidentiality and Intellectual Property Agreement, (i) no other representation or
inducement has been made to you, (ii) you have relied on your own judgment and
investigation in accepting your employment, and (iii) you have not relied on any
representation or inducement made by any officer, employee or representative of any
member of the Sutherland Global Services, Inc..

26. Miscellaneous

Headings are for ease of reference only and do not affect the meaning of the agreement set out
in this letter. Unless expressly indicated otherwise, references to monetary amounts are
references to an amount expressed in the currency of the Philippines.
To accept the Company's offer, please sign the second copy of this Contract and return it to Human
Resources by 30 January 2021. If this Contract is not signed and returned by you by 30 January 2021,
signifying your acceptance of this offer, this offer of employment will lapse.

You should retain the other copy of this Contract for your own records.

Respectfully yours,

Michelle Etabag
Director, Human Resources
Sutherland Global Services Philippines, Inc.

Acknowledgement and Acceptance Clause

I hereby acknowledge the receipt of this employment letter and agree without qualifications or
reservations to all the terms and conditions stated therein.

_________________________ ___________________________
Signature over printed name Date

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