CONTRACT OF EMPLOYMENT

THIS CONTRACT OF EMPLOYMENT is made the 15TH February, 2014

BETWEEN:-

1. Pan-Orabs Nigeria Limited whose registered office is at No 3 Market Road, Rumosi Port Harcourt，
Rivers State, Nigeria (the “Company”）

2. Ezenwa Remigius Ndubuisi ( No 5 Wodi New Layout, Elelenwo, Port Harcourt, Rivers
State,Nigeria)

1. Definitions

In this agreement the following expressions have the following meanings:

“Appointment” the employment of the Employee by the Company on the terms

of this agreement;

“Capacity” as an employee

“Basic Salary” as stated in Annexure 1, a fixed amount of compensation paid to

the Employee by the Company for work performed

“Gross Salary” Gross salary consists of sum total of Basic Salary, Housing
allowance, Transport allowance, Meal allowance, Utility allowance,
(where applicable) and Security allowances as provided in the
annexure 1 of this document. Gross salary excludes other benefits
mentioned elsewhere in this document.

“Other allowances” Leave allowance, Christmas/end of year bonus.

“terminal benefit” payable upon termination of this employment contract due to

resignation/ termination/ redundancy/ retirement

Basic salary, Transport allowance and Housing allowance

‘‘staff handbook’’ Terms and conditions of employment or any hand book of any
other employees outside this agreement.

“immediate family’’ shall mean spouse and up to a maximum of four children of the
employee

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 “Group Company the Company, any company of which it is a Subsidiary (its
holding company) and any Subsidiaries of the Company or of any
such holding company

“MD” the Company's Managing Director

“Subsidiary” in relation to a company (a holding company) means a subsidiary

(as defined in section 338 subsection (1) of Companies and Allied
Matters Act 1999) and any other company which is a subsidiary of
a company which is itself a subsidiary of such holding company

“Termination” Resignation, retirement, redundancy, the termination of the

Employee's employment with the Company howsoever caused,
other than summary dismissal of the employee as mentioned in
other part of this agreement

2. Employment

2.1. The Company shall employ the Employee and the Employee agrees to act as an Assistant Business
Development Manager of the Company or in such other capacity, office or offices as the Company
may reasonably direct. The Employee shall carry out duties on behalf of any Group Company as and
when required.

2.2. The Employee shall report to the [insert Reporting Manager title] of the Company or to such person as
the MD or Human resources may direct, from time to time.

3. Period

3.1. The Employee's employment with the Company on this contract shall commence on 1st March, 2014
until terminated by either party in accordance with clause 43 or until the Employee reaches the Normal
Retirement Age or termination of this agreement for reasons mentioned in the other part of this
agreement.

3.2. Either party may terminate this agreement by giving one (1) month notice or paying one month’s gross
salary in lieu of such notice. The Company may at its absolute discretion terminate the Appointment by
making a payment in lieu of notice equal to the Employee's one month gross salary which the Employee
would have been entitled to receive during the Employee's notice period or any remaining part of it and
subject to the Employee's duty to mitigate his loss and the terminal benefits eligible which is calculated
as per the clause 43.

4. Duties

4.1. During his employment hereunder the Employee shall:

4.1.1. perform the duties assigned to him by his superiors from time to time (please refer to Annexure
Job-Description )

4.1.2. comply with all reasonable requests and instructions of the Company and faithfully and loyally serve the
Company and any Group Company to the best of his ability and use his best endeavours to promote the
Company’s interests;

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4.1.3. comply with any electronic communications systems policy that the Company may issue from time to time;

consent to the Company monitoring any use by him of the electronic communications systems of the
4.1.4. Company provided this is done lawfully; and

comply with any rules, policies or procedures issued from time to time by the Company including without
4.1.5.
limitation the contents of any policy guidelines of the company.
5.
Warranty
5.1.
The Employee represents and warrants to the Company that, by entering into this agreement or performing
any obligations under it, he will not be in breach of any express or implied terms of any contract or other
obligation binding on him.
6.
Devotion to Duties
6.1.
The Employee shall, unless prevented by ill health, devote the whole of his time, attention and abilities,
during normal business hours and at such other times as the Company may reasonably require, to the
business and affairs of the Company.
6.2.
The Employee shall not, during the period of this agreement, either on his own account or for any other
person, firm, company, institute or association in any Capacity whatsoever be engaged or concerned or
have any financial interest in any business, trade, profession, occupation or engagement other than that of
the Company except with the prior consent in writing of the MD.
6.3.
Notwithstanding clause 6.2 above, the Employee may hold an investment by way of shares or other securities of
not more than 5% of the total issued share capital of any company where such company does not carry on a
business similar to or competitive with any business for the time being carried on by any Group Company.

Place of Work

The Employee shall work initially in the Company's offices in No 3 Market Road, Rumosi Rivers State Nigeria,
but the Employee shall, if required to do so, work in such place or places as the Company may reasonably
require for the proper performance of his duties.

The Employee agrees to undertake such travel (both domestic and overseas) on any business of the Company
or any Group Company as may be required for the proper performance of his duties.
7.2.

Work hours are from 7.30 am to 4.30 pm Mondays through Fridays with one hour break which should be
flexible within 12.00 noon to 1.00 pm. Notwithstanding the stated hours of work, employees are expected
8. where necessary, to put in more hours to meet the demands of their job responsibilities.

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 9. Remuneration

9.1. The Employee shall be paid a Gross Salary as mentioned in the annexure 1 to this document payable
monthly in arrears which will only be considered for calculating the terminal benefits of the employee as
per this contract.

9.2 The Employee shall be paid Other Allowances as mentioned in the annexure 1 to this document which
will not be considered for calculating the terminal benefits of the employee as per this contract

9.3. The Company may deduct from the Gross and non-gross salary any money owed to the Company by the
Employee.

10. Payment of Remuneration

10.1 The Employee's salary shall accrue from day to day and be payable monthly in arrears directly into the
Employee's bank account.

11. Expenses

11.1. The Employee shall be reimbursed for all reasonable travelling, hotel, entertainment and other
expenses properly and necessarily incurred by him in the discharge of his duties and subject to the
production of receipts or other appropriate evidence of payments. Or the employee may opt to avail a
lump sum daily allowance in lieu of the reimbursement of expenses as per the company policy on travel.

11.2. The Employee will comply with any policy on expenses as communicated to him by the Company from
time to time. For this purpose, a procedure document will be communicated to the employee.

12. Other Benefits

12.1 Medical Facilities

Medical treatment including the cost of hospitalization and dietician is provided for the employee and
the employee's immediate family, provided use is made of the company's authorized medical
practitioner.

At the discretion of the management of the company, company may opt for Medical services rendered
through a Health Management Organization HMO or the medical expenses shall be covered through an
insurance company.

For the purpose of this agreement, immediate family shall mean spouse and up to a maximum of four
children of the employee, who must be registered with the Company Clinic or the approved Health
Management Organisation.

If the employee requires medical treatment while on leave, in an emergency, or when working on a
location where no company doctor has been appointed, the employee shall submit for payment

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 a claim supported in full by receipted bills, approved by company doctor or nominated doctor by the
company.

Company will not pay for hospitalization or medical treatment nor bear expenses in respect of
self-inflicted injuries or illness caused by personal indiscretion. If complicated surgery or other
interventions are experienced in childbirth, the Company will bear the cost to a maximum of 14180,
000 only.

Company shall not bear the cost of routine dental work including filling, extraction or orthodontics of
any kind nor the cost of the treatment of any medical condition arising out of routine eye examination
or eyeglass frames or lenses.

12.2 Sick Leave

The employee shall be entitled to salary and wages during absence from work caused by serious ill
health as per clause 12.3.

In any such case where the employee is not able to attend to work on the grounds of sudden illness,
he/she shall endeavour to notify the Company within 72 hours of the beginning of the absence in the
form of a medical certificate signed by a registered medical practitioner. If the hospitalization/illness
continues longer than the granted days of sick leave or 7 days, the employee shall send another
medical certificate and thereafter at 14 days interval if the hospitalization/illness continues.

12.3 Sick Benefit:

The scale of salary payable for sickness or injury not arising out of the normal course of work shall
be as follows:-

(i) 0 - 6 months = 100% Gross Salary

(ii) 7 - 12 months = 50% Gross Salary
After 12 months, Management will decide on the next course of action.

12.4 Industrial Accident:

In the event of the employee being involved in an industrial accident or illness arising from industrial
operations, the Company shall bear the responsibility for the necessary treatment thereof.

Should the accident/illness result in physical incapacity of the employee, the company shall make
every effort to retain the employee’s employment.

If the employee is unable to work due to an Industrial accident or illness he/she will receive the
following:
0-6 months - 100% Gross Salary
7 - 12 months - 50% Gross Salary
After 12 months Management shall decide on any amount payable to the employee if he/she is
unable to work again due to the industrial accident/illness (that is total incapacitation), according to
the provisions of the Employees' Compensation Act, 2010.

12.5 House allowance Advance Payment

Following a schedule drawn and approved by management, an advance of one year housing
allowance will be paid and evenly deducted from the employee's pay over a period of 12 months;
before this advance is given the employee’s house allowance will be paid monthly along with salary.

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12.6 Insurance
Employees are covered by a Group Life Insurance policy which covers employees' three years annual
emolument in the event of death in employment.

In the event of death of an employee due to work accident, the company shall pay on receipt of compensation
from the insurance company, benefits in accordance with what would be paid under the personal accident
policy, which is obtainable in the Employees’ Compensation Scheme or any other scheme in place at the
time of incident.

12.7 Death Benefits

In the case of death of the employee, while in the service of the company, the Company shall be responsible
for:

Coffin = Actual cost of the item

Transportation of Corpse to place of burial = Actual cost of transportation Transportation of
immediate Family & Property = reasonable cost of transportation.
Burial Assistance of M350, 000.00 to next of kin Payment to the
next of kin shall include terminal benefits.
At the discretion of the Managing Director, management shall make reasonable provision of a suitable bus to
convey interested staff for the burial, night vigil where applicable and the upkeep of those who attend.

12.8 Long Service Award

If the employee faithfully discharges his/her duties during continuous service to the Company, the employee
will receive the following benefits:

a) 5 years of service = 2 months basic salary + 1 21 Inches Television

b) 10 years of service = 3 months basic salary + one 4-Gas, 2-Electric Burner Cooker
c) 15 years of service = 4 months basic salary + one 5.5 KVA Generator Set
d) 20 years of service = 5 months basic salary + one 10 KVA Perkins Generator Set (Diesel
Sound Proof)

Holidays
3.

The employee shall be entitled to 22 working days holiday in a year in addition to the public holidays
applicable to the place of work.

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13.1.2. The year for holiday purposes, runs from January to December. The employee is not entitled to carry
over accrued holiday entitlement from one calendar year to the next without the written consent of
MD. A written approval must also emanate from the Human Resources department before any staff
can proceed on holidays.

13.1.3. The Company reserves the right to refuse an application for leave. Holidays can only be approved
after one completed year in the service except in special situations. The employee will be granted
annual leave allowances with scales applicable to his/her respective position. The employee's Head
of department will approve all leave matters before forwarding same to Human Resources
Department. All proposed holiday dates should be agreed in advance with the superior and should
take into account the requirements of the business

13.1.4. The employee should obtain a leave authorization document from HR before proceeding on any
leave. Non-conformity shall be considered as truancy and will be treated as a serious offence.

13.1.5. On termination of this agreement (and subject to any other provision of this agreement) the company
shall make a payment in lieu of any holiday entitlement not taken and approved (in writing) carry
over days of holidays and may deduct from the final payment of salary for holidays taken in excess
of the employee’s entitlement

14. Compassionate or casual leave

Compassionate / Casual Leave up to a maximum of (7) seven working days per year will be granted
to a staff by the Company. Additional days granted wHI be deducted from the employee’s annual
leave.

15. Maternity Leave (Where Applicable)

A female pregnant employee of the company is entitled to maternity leave after 12 months of
employment and on the presentation of a Medical Certificate to the company, from a registered
medical practitioner stating when confinement shall take place.

Maternity leave shall be granted beginning six (6) weeks prior to and ending six (6) weeks after
delivery. During maternity leave, the female employee shall receive her full monthly gross salary.
The employee's annual leave for that year will, however be regarded as part of the maternity leave
but she will be entitled to receive her leave allowance for that year. Where this annual vacation has
already been taken before the grant of maternity leave, the part of the leave equivalent to the annual
vacation will be without pay.

A female employee nursing a baby shall be granted 2 hours every working day for a period of 3
months from the date of her resumption of duty i.e. 1 hour after resumption and 1 hour before closing
for work.

16. PAYE (Personal Income Tax)

The income tax deducted from the employee's salaries shall be paid by the Company to the Inland
Revenue. The employee shall be assisted by the Company to obtain relevant Tax clearance
Certificate from Tax Office every year.

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17. Salary Increment

Will be based on Performance Appraisal as per Clause 18, this clause may differentiate the senior
employee from the other employees.

Salary increment shall be based on merit.

18. Performance Appraisal and annual Increment

The employee shall be required to submit him/herself to open appraisal/review of performance

which will be undertaken at least once annually.

These reviews shall assist in his/her promotion to higher responsibilities.

19. Promotion

The employee's promotion to a higher grade will be considered on the basis of merit and experience,
as demonstrated by his/her ability to progress and past performance irrespective of nationality,
religion or ethnic background. In addition, promotion shall be based on availability of vacancy.

20. Development and Training

The Company will endeavour to provide the employee with opportunities for training where such
training will enable employee to become more competent in the performance of his/her duties. The
Company will also encourage the employee to pursue further professional development through
part-time courses that are relevant to the operations of the Company. It is the prerogative of
management to decide which course/programme will be relevant to the Company’s operations.

At the discretion of the management, the company shall also endeavour to reimburse full or part of
the expenses incurred by the employee as a result of part-time courses but such course must be
relevant to the activities of the company.

For proper implementation, the following procedures will be strictly adhered to:

The employee must serve the Company for at least 2 years before he/she can be qualified for such
financial support from the company. The employee must inform the Company at the time of
admission in writing attaching the admission letter and the same shall be approved by the Managing
Director in writing before such programme is embarked upon at the costs of the company. If the
employee fails to complete the course at the stipulated period, he/she must give an explanation in
writing and company reserves the right to recover the amount paid to the employee in such cases.

The employee will only be entitled to this once in his/her working life with the Company

21. Company Property

Any company property issued to employee and used by the employee either by necessity of the job
or as a privilege of employee’s position in the Company will be the employee’s complete
responsibility. If the property is stolen, lost, damaged or broken and the cause of such is deemed

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 by Management to be as a result of abuse or employee's carelessness or negligence, the employee
will be made to pay for the replacement or repair. If the employee fails to replace or repair the item to
the standard approved by Management, the employee lose the right to the property indefinitely and
company reserves the right to recover the costs from the employee's salary.

The employee is not allowed to remove any item of the Company property from the Company's
premises except as could necessarily be approved by the employee's Head of Department or any
person authorised for this purpose.

22. Private Possessions

The employee is fully responsible for the safety and security of personal possessions while at work.
The Company accepts no responsibility for loss of or damage to personal property.

23. Transfer

The employee may be transferred to serve the company at any time on temporary or permanent
basis to any work location within the Federation of Nigeria or abroad. This transfer will be at the sole
discretion of the Company.

The Company will pay for actual expenses incurred on hotel accommodation for up to 90 days in the
new work location; an amount to be paid as a hotel accommodation for the 90 days in lieu can be
agreed upon.

Relocation allowance equivalent to the employee's one month gross salary shall be paid by the
Company once the duration of stay in a location within the country is determined to be longer than
one year.

Once the employee has secured living accommodation, the Company will bear the reasonable cost
of transportation expenses of the employee's immediate family and personal effects. Should the
employee leave the organization under one year of transfer under whatever circumstances, a
proportionate portion of the employee's house allowance advance and relocation allowance shall be
deducted from his/her terminal benefit.

In all cases, if the Company terminates the employee's services, it shall undertake to make similar
transportation arrangement for the employee to be back to his/her original place of engagement.
This transportation must be effected within 30 days of the termination of this agreement.

If Housing Allowance was taken, the balance at the time of permanent transfer will be written off.

24. Expatriation

Where applicable, the relevant policy on expatriation will apply. Expatriation will involve long term
(more than 1 year) residency in a foreign country.

25. Field/Rig Allowance & Days Off (this is applicable to only field workers)

On field/rig job the employee will receive the applicable sum per night in order to compensate for
inconveniences.

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 Overtime is not applicable to management staff. There will be compensating days off for the days
worked by the employee during his eligible days off as given below.

Days off:
1. 0-6 days at Rig = 0 day off duty
2. 7 - 1 3 days at Rig = 1 day off duty
3. 14 一 21 days at Rig = 2 days off duty
4. 22 days and above = 3 days off duty

26. Pre-conditions to Resumption

The employee’s appointment is subject to his/her going for a medical examination at the Company's
designated clinic or hospital and to a satisfactory medical report being received from the clinic or
hospital. The company reserves the right to waive such medical examination on a case to case
basis.

27. Confidential Information

27.1. During the Appointment and after its termination however it occurred, the Employee must not (other
than in the proper course of his employment with the Company) use or disclose to any person, firm,
company, institution or association or otherwise cause the negligent disclosure of any Confidential
Information (as defined below) of the Company or of any Group Company or any third party which
was learnt or disclosed to the Employee in confidence in the course of his duties.

27.2. Confidential Information means information (whether or not recorded in documentary form) relating
to the business, products, affairs and finances of the Company or Group Company for the time being
confidential to the Company or any Group Company and trade secrets including but not limited to:

27.2.1. unpublished sensitive price information;

27.2.2. lists of customers and details of contracts with customers;

27.2.3. marketing strategies, sales reports and research results;

27.2.4. lists of suppliers and details of contracts with suppliers;

27.2.5. financial reports, budgets, trading statements and pricing strategies;

27.2.6. technical information and know-how relating to the processes, operations and devices
owned or used by the Company or any Group Company which is not in the public domain
including, but not limited to, unpublished inventions, designs, computer programs, formulae
and ideas; and

27.2.7. details of joint venture or other co-operation agreements / arrangements.

27.3. The obligations in this clause shall not apply to any disclosure required by law or any
information which is already in or comes into the public domain other than through the
Employee's unauthorized disclosure of the same.

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28. Copyright and Intellectual Property

28.1. The Employee acknowledges that all Intellectual Property Rights (as defined in clause 28.3 below)
and inventions made or created by the Employee in the course of his employment by the Company
and all materials embodying them shall automatically belong to the Company to the fullest extent
permitted by law. To the extent that they do not vest in the Company automatically, the Employee
holds them on trust for the Company.

28.2. The Employee hereby assigns to the Company by way of future assignment of copyright, the
copyright and other proprietary rights, if any, for the full term thereof throughout the world in respect
of all copyright works written, originated, conceived or made by the Employee (except only those
copyright works originated, conceived or made by the Employee wholly outside his normal working
hours hereunder and which do not relate to the Company's business) during the period of his
employment hereunder and shall promptly execute all documents and do all acts as may, in the
Company's opinion, be necessary to give effect to this clause

28.3. The Employee hereby irrevocably waives all moral and legal rights under the Copyrights Act 2004
(and all similar rights in other jurisdictions) which he has or will have in any existing or future works
referred to in clause 28.1.

28.4. "Intellectual Properly Rights" means patents, rights to inventions, copyright and related rights,
trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing
off, unfair competition rights, rights in designs, rights in computer software, database rights,
topography rights, rights in confidential information (including know-how and trade secrets) and any
other intellectual properly rights, in each case whether registered or unregistered and including all
applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of
the world.

28.5. The Employee hereby irrevocably appoints the Company to be his Attorney to execute and do any
such instrument or thing and generally to use his name for the purpose of giving the Company or its
nominee the benefit of this clause 28. The Employee acknowledges in favour of a third party that a
certificate signed by any director of the Company that any instrument or act falls within its authority
conferred by this clause shall be conclusive evidence that such is the case.

29. Data Protection

29.1. The Employee consents to the Company and any Group Company processing data relating to the
Employee for legal, personnel, administrative and management purposes and in particular to the
processing of any sensitive personal data relating to the Employee, including, as appropriate:

29.1.1. information about the Employee's physical or mental health or condition in order to monitor sick
leave and take decisions as to the Employee’s fitness for work;

29.1.2. information relating to any criminal proceedings in which the Employee has been involved for
insurance purposes and in order to comply with legal requirements and obligations to third parties.

29.2. The Company may make such information available to any Group Company, those who provide
products or services to the Company or any Group Company (such as advisers and payroll
administrators), regulatory authorities, potential or future employers, governmental or quasi-

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 governmental organisations and potential purchasers of the Company or the business in which the
Employee works.

29.3. The Employee consents to the transfer of such information to any Group Company and the Company
in order to further its or their business interests even where the country or territory in question does
not maintain adequate data protection standards.

30. Staff Handbook

The Employee's employment under this agreement shall not be governed by the Company's
Collective Bargaining Agreement or any Staff Handbook (the "Handbook") and the Handbook shall
not form part of this agreement. For the avoidance of doubt, the Employee shall not be entitled to
any payments or benefits referred to in the Handbook under this agreement. Any such entitlements
shall be limited to this agreement. Any changes to this agreement or any change of benefits to the
employee shall be in writing signed by the Managing Director and Human resources department
head jointly and acknowledged by the employee.

31. Notice

Any notice under this agreement shall be deemed to have been duly given if delivered personally by
the Company to the Employee or if sent by either party by registered post or courier service
addressed to the other party (in the case of the Company its usual office for the time being and in the
case of the Employee his address provided in this employment contract or last known address) and
such notice shall be deemed to have been given by the third day following that on which it was
posted.

32. Reconstruction or Amalgamation or Merger

If before the termination of this Agreement the Employee's employment shall be determined by
reason of the liquidation of the Company for the purpose of reconstruction or amalgamation or
merger and the Employee shall be offered employment with any concern or undertaking resulting
from such reconstruction/merger or amalgamation on terms and condition no less favourable than
the terms of this Agreement then the Employee shall have no claim against the Company in respect
of the termination of his employment. Length of service accrued in the Company will be carried
forward into the new entity.

33. Right to Search

Within or on leaving the company premises, the employee must submit to personal search if
requested to do so by authorized security personnel, where applicable; allocated lockers and desks
may be searched at any time by authorized security with the employee in attendance. The Company
reserves the right to take such precautionary measures as may be deemed necessary (from time to
time) in order to safeguard the Company's property.

34. Health Safety and Environment

Please refer to Safety rules as laid out in the Safety Procedures Manual.
The employee has a duty to take reasonable care of him/herself, as well as others, of Health and
Safety at Work, and to co-operate to enable duties and other requirements imposed on the
Company to be performed. The employee is charged with maintaining his/her work place in a safe

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 and tidy condition and avoiding risks, which could have a detrimental outcome on the safety and
well-being of both himself / herself and other colleagues.

The Company operates written policies on Health, Safety and Environmental matters. The
employee is required to co-operate with the provisions of these policies in so far as they affect the
job. Training in the use of these procedures is provided by way of induction, and specific
supplementary training.

In particular, the employee is provided, during induction, with copies of the Company's Safety Rules,
and Alcohol and Substance Abuse Policy as contained in the Health Safety and Environmental
Management System Handbook. The employee is responsible for ensuring that these rules and
policies are understood and implemented at all times. The employee is required to report all
accidents to the QHSE department. These must be reported in accordance with the provisions of the
Company's Safety Management System, details of which are provided to the employee during
induction, and when Company requirements change as a result of Client requirement. The details of
any such changes will be notified to the employee and appropriate training will be provided.

35. Safety equipment (Personal Protective Equipment)

If the employee is required by the Company to wear coverall, safety boots, safety hats, working
gloves, rain coats etc. during working hours he/she will be issued any or all of the safety equipment
by the company. Failure to put on PPE as required will be taken as a serious offence and will attract
disciplinary action. The Company will provide the employee with safety equipment and work clothes
were applicable in accordance with the nature of work allocated to the employee.

36. Absence from Duty

Absence from duty without official authorization is considered a grievous offence and is punishable
in accordance with Company's disciplinary procedures. This includes failure to return to work at the
end of the employee's annual leave, constant lateness, and absenteeism. The employee shall
inform his/her head of department the reasons why he/she is absent from the duty for approval and
copy same to Human Resources department.

37. Non-Compete Provisions

Upon the termination of the employee's employment, the employee shall not for a period of two
years thereafter:
Interfere with the continuance of supplies to the Company from any suppliers who shall
have been supplying goods or materials or services at any time during the last year of
his/her employment;

Or induce or encourage any individual who to his/her knowledge is or has been in the
employment of or associated with the Company at any time during the period of (12) twelve
months immediately prior to the termination of his/her employment, to join the employment
of or enter into association with any third party by whom he may be employed, or with which
he may be associated, if such employment or association would require such individual to
exercise any special skill or knowledge acquired as a result of that individual's employment
or association with the Company.

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 The parties consider the restrictions contained in this Clause to be fair, reasonable and necessary to
protect the goodwill and interest of the Company but if a court of competent jurisdiction finds any of
them to be unenforceable, the parties hereto hereby agree to accept any modification as to the area,
extent or duration of the restrictions concerned which the court sees fit to impose, or, if it does not
see fit, which is reasonably necessary to render the restrictions enforceable.

38. Disciplinary Procedure

The Company has the right to discipline the employee for infringements. However, the Company
shall inform the employee of any act of misconduct and any disciplinary action to be taken against
him/her. When the employee has been found wanting through negligence or any act of misconduct,
disciplinary action may be taken against him/her as follows:

Verbal guidance / warning.

If there is no improvement after the above, a written query shall be issued by his/her immediate
supervisor/divisional head.

The employee shall on receipt of the query reply same, within 48 hours (2 full working days).

If the employee's reply to the query is not satisfactory, the immediate Supervisor/Divisional head
shall forward comments to the HR/Admin Division.

Where the employee's explanation has satisfactorily proved that the originating department has not
clearly established any offence against him/her, the query cannot be used against him/her during
the annual appraisal.

On the other hand, if the reverse of the above is the case, consequent disciplinary action shall
remain valid for a maximum of six (6) months. The third (final) written warning letter within twelve (12)
months, may result in termination of employment.

For an offence that should warrant more serious disciplinary actions than warning, the employee
may be suspended without pay for a period not exceeding one month.

Also, where the employee is considered to have committed any offence which might make him/her
liable for dismissal, or where his/her presence at work may jeopardize investigations, he/she may be
put on suspension with full monthly salary until investigation is concluded.

39. Grievance Procedure

For the purposes of this agreement, the term "grievance'1 shall apply to any ground of complaint
arising out of the terms and conditions of service or interpretation of application of the clause of this
agreement.

The following procedure shall be followed for the settlement of all grievances as defined in (a) above
without prejudice to the legal rights of both parties.

STAGE 1
If the employee has a grievance, he/she shall make this known in the first instance to the Head of
Department who shall answer the grievance within a period of two (2) working days from the time
the grievance was made known to him/her by the employee.

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 STAGE 2
Should the grievance or claim remain unresolved at the end of this period, or where the employee is
dissatisfied with the result of the decisions of the immediate supervisor, the employee will have the
right to go to the Head of Division who will attempt to resolve the matter not later than further two (2)
full working days from the time the issue was raised with him/her.

STAGE 3
If the matter is still not satisfactorily resolved, the parties shall report the grievance to the GM
HR/Admin and it shall be resolved within three (3) full working days from the time the grievance was
made known to him/her by the parties.

STAGE 4
If the GM HR/Admin is unable to resolve the grievance satisfactorily, the employee may wish to take
up the matter with a senior management representative or the Managing Director, and the matter
should be concluded within (7) seven consecutive working days.

40. Termination

40.1. Either party may terminate the employment by giving 1 (one) month notice in writing after the
employment is confirmed or payment of one (1) month's gross salary in lieu thereof.

40.2. Subject to the other terms of this agreement, this agreement shall continue until terminated by the
Company giving one month's written notice to the Employee or the Employee giving one month's
written notice to the Company unless such termination is given pursuant to clauses 40.3 or 46
hereunder.

40.3. The Company may dismiss the employee with immediate effect without notice or payment in lieu of
notice to the Employee if he is adjudged to

40.3.1. have committed any act of serious misconduct (including but not limited to dishonesty) in the course
of his employment or repeats or continues (after written warning) any other serious breach of his
obligations under this Agreement;

40.3.2. have been convicted of any criminal offence for which a sentence of six months or more
imprisonment could be imposed;

40.3.3. be of unsound mind or a patient for the purposes of any statute relating to mental health;

40.3.4. be prohibited or disqualified from holding any office which he holds in the Company or any Group
Company or

40.3.5. be declared bankrupt or makes any arrangement with or for the benefit of his creditors.

40.4. If the Employee has been absent for an aggregate of 90 working days in any period of 52
consecutive weeks due to sickness or injury, then the Company shall be entitled to terminate the
Employee's employment by giving one month's notice to him or by making a payment in lieu of such
notice to him (notwithstanding that, as a result of such termination, the Employee would or might
forfeit any entitlement to benefit from sick pay or disability insurance). If the Employee should
subsequently recover his health in full, the Company shall give reasonable consideration to
re-employing the Employee if practicable.

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41. Professional Association

The employee shall be privileged to associate with a relevant professional body related to his areas
of job which company sees as an added advantage for the organisation, dues of which may be paid
by the company on approval by the Managing Director at his discretion. The professional body must
be directly related to the employee's present job position in Nigeria and evidence of professional
learning will be required.

42. Redundancy

If the employee's appointment is terminated because of redundancy, subject to all factors of relative
merit, including skill, ability and reliability; the employee shall receive the following:-
• One (1) month notice or one (1) month gross salary in lieu of notice
• Salary and allowances earned up to last day worked.
• Prorated leave allowances and end of year bonus
• Terminal Benefits as per the clause 43.
• An additional 20% of Terminal Benefits as redundancy benefit
• All loans collected from the company will be recovered.

43. Terminal Benefits

The terminal benefits are paid to an employee to show gratuity of the organisation and also to
compensate the loss of employment in such cases to an employee. This payment will be made to
employees under one of these circumstances, i.e. termination/ resignation/ redundancy/ retirement
only.

The Terminal Benefits for the employee's employment period will be calculated based on 1 V2
months gross salary at the time of calculation per completed year of service. The non-gross salary
and any other allowances which are not included in Gross salary shall not be considered for the
calculation of the terminal benefits.

Employee is eligible to one terminal benefit irrespective of whether his termination is due to
retirement (Compulsory or voluntary), resignation/ termination of contract other than due to
disciplinary action, (i.e. dismissal), redundancy.

Note:
Terminal Benefits payment is applicable after a minimum of (2) two years' service with the Company
from the date of execution of employment.

Dismissal will not attract any terminal benefits.

44. Retirement

There are two levels of retirement:

• Voluntary Retirement, on or after 15 years of service
• Compulsory Retirement on attainment of 60 years of age or 35 years of service.

If the employee is due for retirement he/she will be entitled to the following:
• One (1) month notice or one (1) months gross salary in lieu of notice
• Gross Salary and allowances earned up to last day worked.

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 • Retirement Ex-gratia (only on attainment of 60 years of age or 35 years of service)-
amount on management discretion.
• Prorated leave pay, leave allowances and End of Year bonuses
• Terminal benefits calculated as per the clause 43.
• All loans collected will be recovered

45. Resignation / Termination

The employee may resign/terminate his/her employment upon giving the Company one (1) month's
written notice or on paying (1) months gross salary in lieu of notice.

The employee will be entitled to the following:

• Salary and allowances earned up to the last day worked.
• Prorated leave pay, leave allowances and End of Year bonuses
• One Month Gross salary for every year of service.
• All loans/advances taken will be recovered.

46. Dismissible Offenses

In some cases, the employee may be dismissed for the commission of a grave offence in which
case, such an offence shall include:
• Theft, fraud, dishonesty in connection with the Company's business or property and
misappropriation of company funds.
• Disclosure of confidential information of the Company to a third party.
• Supply of false/misleading information on application of employment or anytime thereafter.
• Conviction and/or imprisonment for a criminal offence.
• Being under the influence of alcohol or narcotics, or being in possession of narcotics or
paraphernalia, firearms, explosives or any dangerous gadgets, at any time between
reporting for duty and leaving company premises or facilities.
• Fighting or using violence of any method
• Malicious damage to company property.
NB: In all cases of disciplinary action, the employee shall have the opportunity of fair hearing and
there will be a proper investigation of all circumstances of the case, before a decision is taken.

Upon termination of the Employment for whatever reason:

The employee shall deliver to the Company all books, documents, papers, laptops and soft data,
materials, tools, clothing and other property relating to the business of the Company which may then
be in the employee's possession or under his/her control; the employee shall not at any time
represent him/herself as being in any way connected with the business of the Company; the
employee shall not at any time, whether on his/her own account or for any other person, firm or
Company, endeavour to entice away from the Company any Employee of the Company.

47. Return of equipment / property on leaving the employment

Prior to leaving the Company, the employee will return all Company property such as coveralls,
boots, hard hat, tools, safety wear, instruments etc. to the employee's departmental manager. In
addition, the employee should return all identification cards, manuals, Company literature, office
keys etc. to the human resources department.

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48. Others

The employee is expected to submit copies of the following to the Human Resources/ Admin
Department if not already done so:
• An updated curriculum vitae
• Birth Certificate or Affidavit of Age
• Four recent Passport photographs with name printed on reverse
• Educational / Professional Certificates
Marriage Certificate or Affidavit of Marriage if any
〇

• Passport photograph of spouse and children with their names written at the back
• Birth Certificates of children
• Bank account number and PFA details
• Next of kin information

49. Applicable Law

49.1. This Agreement shall be governed by and construed in accordance with the laws the Federal
Republic of Nigeria. The parties agree to submit to the exclusive jurisdiction of the Nigerian Courts.

For
Pan-Orabs Nigeria Limited

Human Resources …………………………………..

Managing Director ……………………………………

I have read and accept the above terms and conditions of this employment contract.

Employee …………………………….……..

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