Conditions :

Not being a bad leaver :

“Bad Leaver” means in relation to the Employee, where his employment is terminated for Cause
or if he tenders his resignation to the Company (other than due to Disability or with the consent of
the Board) prior to the sixth (6th) anniversary of the date of this agreement;

“Cause” means in relation to the activities of the Employee:

(a) a criminal conviction as determined by a court of competent jurisdiction or admission of a

criminal felony, or

(b) gross negligence or wilful misconduct by the Employee, in each case in the performance
of his obligations with regard to his engagement with or employment by the Company and
that has an adverse impact on the Company, in case of a breach capable of being
remedied, the Employee not remedying such breach within twenty (20) days of being
required to do so in writing by the Company, or

(c) fraud by the Employee in connection with activities of the Company that has an adverse
impact on the Company, or

(d) material breach of the Employee’s employment which is not cured within twenty (20) days
of receipt of written notice regarding the breach by the Company.

Warning :
1.2 The Employee undertakes that while he is a shareholder of the Company (which he
acknowledges may continue beyond the term of this employment) and for twelve (12) months
after he ceases to be a shareholder he shall not:

(a) be engaged, concerned or interested either directly or indirectly and whether on his own
behalf or on behalf of or in association with others and in any capacity whatsoever in
carrying on in competition with the Company and/or any Associated Company, anywhere
within the GCC and the Middle East, any business that is the same as or substantially
similar to the business undertaken by the Company, or any new areas of business that
the Company and/or any Associated Company moves into;

(b) either on his own behalf or on behalf of any other person, firm or company canvass, solicit
the custom of or endeavour to entice away from the Company and/or any Associated
Company, any person, firm or company which is, or has at any time during the twelve
months before he ceases to be a shareholder been, a customer of or in the habit of
dealing with the Company and/or any Associated Company except where he can
demonstrate, to the satisfaction of the other Shareholders (acting reasonably), that the
person, firm or company had not been a customer of the Company before he commenced
in his role and that he was the person that introduced that person, firm or company to the
Company;

(c) either on his own behalf or on behalf of any person, firm or company solicit or endeavour
to entice away from the Company and/or any Associated Company any employee of the
Company and/or any Associated Company.

The Employee specifically acknowledges that this restriction will apply whilst he is a shareholder
of the Company and for twelve (12) months after he ceases to be a shareholder, notwithstanding
that he may leave his employment with the Company during that time.
1.3 The Employee considers that the restrictions contained in clause 3.4 are reasonable but if any
such restriction shall be found to be unenforceable but would be valid if any part of it were deleted
or the period or area of application reduced such restriction shall apply with such modification as
may be necessary to make it valid and effective.

1.4 If the Company transfers all or part of its business to an Associated Company or to a third party
(in either case, a “Transferee”) the restrictions contained in this paragraph 11 shall, with effect
from the date of the Employee becoming an employee of the Transferee, apply to the Employee
as if references to the Company included the Transferee and references to any Associated
Company are construed accordingly and as if references to customers or clients or counterparties
or suppliers or employees are of the Company and/or Transferee and their respective Associated
Companies.

1.5 The obligations imposed on the Employee by paragraph 11 extend to the Employee not only on
the Employee’s own account but also if they act on behalf of any other Company, entity or other
person and shall apply whether the Employee acts directly or indirectly.

1.6 The restrictions entered into by the Employee in paragraphs 11.1 and 11.2 are given to the
Company for itself and as trustee for each and any Associated Company. Any Associated
Company may rely upon and enforce the terms of this paragraph 11 against the Employee.

IN THE EVENT THAT THE EMPLOYEE BREACHES ANY OF THE RESTRICTIONS IN THIS
CONTRACT, THE PARTIES AGREE THAT THE EMPLOYEE SHALL BE LIABLE TO PAY THE
COMPANY A SUM EQUIVALENT TO THEIR MONTHLY REMUNERATION FOR EACH MONTH
OR PART OF A MONTH THAT THE EMPLOYEE IS IN BREACH OF THIS CONTRACT AS
COMPENSATION FOR THE DAMAGES THAT WILL BE INCURRED BY THE COMPANY AS A
RESULT OF THE BREACH. THE COMPANY RESERVES THE RIGHT TO CLAIM FURTHER
COMPENSATION IN THE EVENT THAT THE DAMAGES INCURRED ARE GREATER THAN
THE COMPENSATION PROVIDED BY THE EMPLOYEE UNDER THIS CLAUSE

2. TAX

2.1 The Company makes no warranty as to the taxable status of any payments made under this
Contract with respect to the Employee’s home country (or such other jurisdiction worldwide) and
accordingly the Employee undertakes that if the Company is called upon to account to any
competent tax authority for any income tax, national insurance contributions, interest and/or
penalties thereon arising in respect of any payments made under this Contract (“Tax Liability”) the
Employee will immediately, upon written request of the Company, pay the Tax Liability to the
competent tax authority or, where the Company has paid such Tax Liability, the Employee will
immediately upon written request of the Company pay an amount equal to the Tax Liability to the
Company.

2.2 The Employee shall at all times maintain awareness of and adhere to any applicable tax
regulations of the Employee’s home country. For the avoidance of doubt, any Tax Liability of the
Employee whether arising or falling due in the Employee’s home country or worldwide shall be the
sole responsibility of the Employee.