Mr.

Gaurav Lakhani
21, Portland Row,
Dublin 1,
Ireland

20th July 2015

PERSONAL, PRIVATE AND CONFIDENTIAL

Terms and Conditions of Employment

Dear Gaurav
On behalf of OpenHydro Group Limited (the Company), I am very pleased to offer you a fixed-term employment contract with
the Company, subject to satisfactory references, medical check and valid working papers for employment. We also reserve the
right to conduct a third party credit/fraud check where it may be deemed necessary, dependant on the role. The terms and
conditions outlined below form part of this contract of employment. In addition to this contract, a number of other policy documents
will be issued to you when you start work (employee handbook, discipline & grievance policy, information security handbook) and
you will be required to comply with all Company policies and procedures documented therein during your employment. Prior to
signing, should you have any questions, please do not hesitate to contact me.

1.

POSITION

Your position with the Company will be as IT Intern. However, you may be working with other departments/projects, depending
on the business requirement.

2.

CONTRACT DATES

The date of commencement of employment will be Monday 17th August 2015. The contract will automatically terminate on Friday
18th December 2015 without notice to you. This is a fixed-term contract of employment, and the Unfair Dismissals Acts 1997
2001 shall not apply in relation to a dismissal consisting only of the expiry of the term of this contract without it being renewed.
Should the Company wish to extend the term of the contract, you will where possible be given notice in advance of the original
expiry date. Such an extension will be mutually agreed.

3.

PLACE OF WORK

You will be based at our Greenore Office, Co. Louth but may be required to travel within Ireland, Europe and abroad in carrying
out your responsibilities. The Company will endeavour to give you as much advance notice as possible. The Company reserves
the right to determine the location of employment within the OpenHydro Group.

4.

HOURS OF WORK

Standard working hours are 37.5 hours per week. Please review the enclosed policy which details the companys approach to
flex working. Given the nature of your duties, you may be required to work outside of normal working hours (08:30 17:00)
without payment of overtime. You are entitled to a lunch/other breaks, in accordance with the provisions of the Organisation of
Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 1 of 9

Working Time Act 1997. Your manager will advise you of the breaks applicable to you. You should be aware that, based on
business needs and with the appropriate notice, the Company reserves the right to alter your normal working hours.

5.

REPORTING STRUCTURE

You will report to Michael Lochrin, IT Manager. However the reporting structure may change from time to time, at the discretion
of Senior Management.

6.

SALARY & DEDUCTIONS

Your salary will be 15,190 gross per annum, paid pro-rata for the period, subject to deductions of tax and PRSI and any other
deductions required by law or provided for under this contract. This will be paid to you monthly in arrears on the last Frid ay day
of each month by credit transfer directly to your bank account.

All payments made to you will be subject to the normal statutory deductions. You will be notified each month by the Company of
the amount of your gross and net remuneration and of the nature and amount of all deductions. For the purposes of the National
Minimum Wage Act 2000, the pay reference period shall be a month. In accordance with Section 23 of the Act, you may request
a written statement of your average hourly rate of pay for any pay reference period (other than a current pay reference period)
falling within the twelve month period immediately preceding the request.

The Company reserves the right to require you to repay either by deduction directly from your salary or any other method
acceptable to the Company, any overpayments made to you or reimbursements due from you (to include, but not limited to, time
not worked, negative holiday balance, tuition reimbursements), whether made by mistake or otherwise. For the purposes of the
Payment of Wages Act 1991, by signing this contract, you hereby acknowledge that the Company is entitled by this contract to
make such deductions and you consent to any such deductions from sums due to you by the Company, including directly from
your salary.

7.

EXPENSES

All properly vouched and authorised expenses incurred by you on Company business will be reimbursed by the Company.

8.

HOLIDAYS

The Companys annual leave year runs from January to December. You will be entitled to 7.5 days leave during the period 17th
August 2015 to 18th December 2015. If they are not used within the period, they will be paid to you in the last payment following
the end of the contract. Your holidays are to be taken by arrangement with the Company, at such time or times that the Company
considers to be most convenient having regard to the requirements of your position, in accordance with the provisions of the
Organisation of Working Time Act 1997. The Company will close over the Christmas period and, if you are employed over that
period, 3 days of your holiday allowance must be retained to cover the company shutdown.
It is preferred that all annual leave be taken in the current year. However, up to 5 days may be carried forward into the following
year with the approval of your manager. These days must be used by 31 st March of the following year.
Where a termination of this contract occurs and the paid annual leave already exceeds the annual leave entitlement on the date
of termination, the company will deduct the excess annual leave pay from any termination pay.

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 2 of 9

9.

DUTIES

You will carry out duties as assigned to you from time to time by the Company. Your area of work and/or specific responsibilities
may be altered from time to time by the Company as the circumstances of the business dictate.

10.

NOTICE OF TERMINATION OF EMPLOYMENT

Subject to the provisions of Clauses 11 & 12, your employment will continue until the earlier of either the contract termination
date, or until terminated by you or the Company giving the other at least one weeks written notice of termination (or, if longer, the
period required by law). However, both parties are free to waive their right to notice. Nothing in this agreement shall prevent the
giving of a lesser period of notice by either party where it is mutually agreed

11.

PAYMENT IN LIEU OF NOTICE / GARDEN LEAVE

Where notice of termination of your employment is given, whether by you or the Company, the Company will have the right to:
11.1.

pay you in lieu of notice the amount of your entitlement to salary in respect of such notice period; or

11.2.

require you to cease performing or exercising during some or all of the remainder of any notice period some or all of the
powers, authorities and discretions delegated to you in your employment and/or to cease attending your place of work
during such period.

12.

TERMINATION WITHOUT NOTICE

Your employment may be terminated without prior notice if at any time after the date of this Agreement you:
12.1.

are guilty of any material breach or non-observance of the provisions contained in this letter;

12.2.

are guilty of any gross misconduct, gross default or wilful neglect in the discharge of your duties of your employment or
in connection with or affecting the business of the Company;

12.3.

commit any serious act of dishonesty or repeated acts of dishonesty;

12.4.

become of unsound mind; or

12.5.

are convicted of any offence other than minor traffic offences or any other offence which in the opinion of the Board does
not affect your position with the Company.

Upon the termination of your employment (for any reason) you shall, upon the request of the Company, resign without claim for
compensation from office as a director of the Company and from all offices held by you in subsidiaries of the Company and in the
event of your failure to do so, the Company is hereby irrevocably authorised to appoint any other Director as attorney in your
name and on your behalf to execute any documents and do all things requisite to give effect thereto.

13.

ILLNESS

13.1.

In the event of any absence due to illness, you must promptly notify the Company of your intended absence. Absences
due to illness will be unpaid.

13.2.

If you are at any time prevented by illness, injury, accident or any other circumstances from discharging all your duties
for a period of three consecutive days, then a satisfactory certificate will be required from your doctor, on the third day of
absence, in respect of such absence, indicating the likely duration of the absence. If the absence continues, medical

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 3 of 9

certificates will be required on a weekly basis. The Company reserves the right to require you to attend the company
Doctor at any time during your employment.

14.

DISCIPLINARY RULES AND PROCEDURE

14.1.

You are required to conduct yourself with propriety at all times and with due regard for the Company and each of its
associated companies and the clients and employees of each such company. Disciplinary action, up to and including
dismissal, may be taken if your conduct or standard of work falls below an acceptable level. Summary dismissal may
take place where misconduct occurs.

14.2.

Further details of the Companys disciplinary procedure are detailed in the enclosed copy of the policy, and can be
clarified with Human Resources as required.

15.

CONFIDENTIALITY

15.1.

You will not, except as authorised or required by your duties, reveal to any person, persons or company any information
of a confidential or proprietary nature, including any trade secrets, secret or confidential operations, processes or
dealings or any information concerning the organisation, business, finances, transactions or affairs of the Company, its
subsidiary or associated companies or their existing or potential customers which may come to your knowledge during
the period of your employment with the Company (Confidential Information).

You will keep all Confidential

Information entrusted to you completely secret and will not use or attempt to use any Confidential Information in any
manner which may injure or cause loss either directly or indirectly to the Company or any of its subsidiary or associated
companies or their existing or potential customers or its or their business or businesses, or may be likely so to do. This
restriction will continue to apply after the termination of your employment without limit in point of time but will cease to
apply to information or knowledge which may reasonably be said to have come into the public domain other than by
reason of breach of the provisions of this letter.
15.2.

You will not during the term of your employment with the Company make otherwise than for the benefit of the Company
any notes or memoranda relating to any matter within the scope of the business of the Company, its subsidiary or
associated companies or their existing or potential customers or concerning any of the dealings or affairs of any such
company nor will you either during the term of your employment with the Company or afterwards use or permit to be
used any such notes or memoranda otherwise than for the benefit of the Company, it being the intention of the parties
that all such notes or memoranda made by you will be the property of the Company and left at its offices upon the
termination of your employment with the Company.

16.

PROPRIETARY RIGHTS

16.1.

In this Clause 16, IP means all intellectual property rights of whatever nature, including copyright (present and future),
moral rights, patents, trademarks, design rights and database rights (whether or not any of these is registered and
including any applications for registration of any such rights), know-how, Confidential Information and trade secrets and
all rights or forms of protection of a similar nature or having similar effect to any of these which may exist anywhere in
the world.

16.2.

You will immediately disclose to the Company any discovery or invention or process or improvement in procedure made
or discovered by you (whether or not in conjunction with any other person or persons) while in the employment of the
Company in connection with or in any way affecting or relating to the business of the Company or capable of being used
or adapted for use therein or in connection therewith (Inventions) will forthwith be disclosed to the Company. All
Inventions will belong solely to the Company or such other person, persons or company as the Company may nominate

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 4 of 9

for the purpose. Any IP developed in whole or in part by you in connection with your employment with the Company will
immediately vest in the Company (or a nominee of the Company where the Company requires) absolutely.
16.3.

If and whenever required so to do (whether during or after the termination of your employment) you will without charge
and at the expense of the Company or its nominee apply or join in applying for letters patent or other form of protection
for any IP referred to in this Clause 16 and execute all instruments and do all things considered necessary in the absolute
discretion of the Company in relation to the said IP including vesting all right and title to such IP when obtained in the
Company (or its nominee) as sole beneficial owner, or in such other person as the Company may require.

16.4.

You irrevocably appoint the Company to be your attorney in your name and on your behalf to execute and do any such
instruments or things and generally to use your name for the purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this Clause 16. A certificate in writing signed by any executive or the Secretary of the
Company that any instrument or act falls within the authority conferred in this Clause 16.4 will be conclusive evidence
that such is the case in favour of a third party.

16.5.

To the extent that you cannot assign any IP to the Company (or its nominee), it is agreed that any such right (including,
where applicable, any moral right, such as a right of paternity or integrity) will be waived as against the Company. You
may not under any circumstances exercise any IP against the Company or any of its subsidiary or associated companies
or any nominee of any of them.

17.

POST-TERMINATION RESTRICTIONS
17.1.1

You shall not, at any stage during your employment by the Company and for a period of 6 months from the
date of termination of your employment, either alone or jointly or in conjunction with or on behalf of or through
the agency of any person and whether as principal, agent, partner, shareholder, director, manager, advisor,
consultant, employee or otherwise howsoever, in a capacity whereby you are working on IT activity for the
Relevant Business, and whether directly or indirectly:

17.1.2

carry on or participate or assist in or be employed, engaged, concerned or interested in (other than as the
holder or beneficial owner for investment purposes of not more than 5% of the nominal value of any company
quoted on any recognised stock exchange) any business in any of the Companys core markets which
competes with the Company in the Relevant Business;

17.2.1

You shall not, at any stage during your employment by the Company and for a period of 6 months from the
date of termination of your employment, either alone or jointly or in conjunction with or on behalf of or through
the agency of any person and whether as principal, agent, partner, shareholder, director, manager, advisor,
consultant, employee or otherwise howsoever and whether directly or indirectly:-

17.2.2

procure or seek to procure orders from or procure directly or indirectly any other person to procure orders from
any person in respect of or relating to the Relevant Business where, in the period prior the termination of your
employment, such latter person is a customer or client of the Company or, with effect from the date of
termination of your employment, such person has been at any time during the period of one year immediately
preceding the date of termination of your employment a customer or client of the Company;

17.2.3

solicit or entice away or offer employment to or endeavour to solicit or entice away or offer employment to any
person who, in the period up to the date of termination of your employment, is an employee, officer or manager

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 5 of 9

of the Company or who, with effect from the date of termination of your employment was, at any time during
the period of one year immediately preceding the date of termination of your employment, an employee, officer
or manager of the Company, whether or not such person would commit a breach of contract by reason of
leaving the employment, office or service of the Company.

17.3.

The term "Company", where used in this clause 17 includes (where the context admits) each of the other companies in
the Group to the intent and effect that each of the paragraphs thereof shall apply (as a separate covenant in each case)
in relation to each such company as they apply in relation to the Company.

17.4.

For the purpose of clause 17, the following term shall have the following meaning:
Relevant Business means, in relation to the period up to the date of termination of your employment, the Business as
it is carried on at the time in which the breach of clause 17.1 or 17.2 occurs and, with effect from the date of termination
of your employment, means the Business as it was carried on at the termination date;
Business means the design, development, manufacture and installation of tidal energy systems and all related and
ancillary activities. Group means the Company and any related companies.

17.5.

You acknowledge and agree that each of the covenants contained in this Clause 17 constitute entirely separate and
severable restrictions and that the duration, extent and application of the respective restrictions in this Clause 17 are no
greater than is reasonable and necessary for the protection of the Companys legitimate interests and you acknowledge
that if any such restriction shall be adjudged by any court or regulatory authority or agency of competent jurisdiction to
be void or unenforceable but would be valid if part of the wording was deleted and / or the period was reduced and / or
the geographical area dealt with was reduced, then such restriction shall apply within the jurisdiction of that court or
regulatory authority or agency with such modifications as may be necessary to make it valid, effective and enforceable
to the greatest extent permissible within the jurisdiction of such court or regulatory authority or agency.

17.6.

Notwithstanding the provisions of Clause 17.1 and 17.2, the period for which the restrictions contained in that Clause
shall remain in effect following the termination of this Agreement shall be reduced by the period, if any, for which you are
placed on Garden Leave under Clause 11.

18.

DATA PROTECTION

18.1.

You agree that the Company is permitted to hold personal information about you as part of its personnel and other
business records and may use such information in the course of the Companys business or that of an associated
Company. You agree that the Company may disclose such information to third parties in the event that such disclosure
is, in the Companys view, required for the proper conduct of the Companys business or that of any associated company.
This clause applies to information held, used or disclosed in any medium. The Company holds some or all of the following
personal data about you. This list is not exhaustive.

18.1.1

Address, date of birth, marital status, educational or previous employment background, history and details of
current position, CVs, applications and interview records, references, performance ratings or reviews, salary,
bonuses, records of internet or email usage, CCTV images, records of disciplinary investigations/meetings or
grievances, stock option, pension and other insurance documentation, payroll details and other related data.

18.2.

The Company takes all reasonable steps as required by law to ensure the safety, privacy and integrity of such personal
information. The Company may need to share personal data including sensitive personal data with other related entities

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 6 of 9

which are based abroad. This may involve a transfer of data, including your personal sensitive data, to a country which
may not have the same data protection laws as Ireland. By signing this Agreement, you consent to the Company holding,
processing, transferring or disclosing such personal data to include sensitive data.

19.

MISCELLANEOUS PROVISIONS

19.1.

Notices: Any notice under this letter will be given in writing and will be deemed to have been duly given if delivered
personally to the addressee or the duly authorised agent of the addressee or sent by prepaid registered post to the last
known address of the party to whom such notice is given. Any such notice will be deemed to have been duly given at
the time of delivery if delivered personally, or two working days after posting if sent by prepaid registered post.

19.2.

Variation: In addition to any specific reservations referred to in this contract, the Company reserves the right to make
changes of a minor, administrative, or non-fundamental nature to the terms and conditions of your employment from time
to time. Wherever practicable, you will be given advance notice of any such change.

19.3.

Lay off and short time: The Company reserves the right to lay you off from work or reduce your working hours, where
through circumstances beyond its control it is unable to maintain you in employment or maintain you in full-time
employment. You will receive as much notice as is reasonably possible prior to such lay off or short-time. You will not
be paid during the lay-off period. You will be paid only in respect of hours actually worked during the periods of shorttime.

19.4.

Entire Agreement: This letter is in substitution for all previous agreements and undertakings (if any) either written or
verbal between the Company and you, and all such agreements and undertakings will be deemed to have been
terminated by mutual consent as from the date of your execution of this letter.

19.5.

Internet and Email: The Companys internet and email systems should not be used for:
19.5.1

Personal gain or profit

19.5.2

To represent yourself as someone else

19.5.3

To post or download messages that contain political views

19.5.4

To post or download messages that contain inappropriate, obscene, inflammatory, intimidatory, harassing,
defamatory, disruptive or otherwise offensive language and anything that will reflect poorly on OpenHydros
name and professional reputation.

19.5.5

To advertise or otherwise support unauthorised or illegal activities.

19.5.6

To provide lists or information about OpenHydro employees to others and/or to send classified information
without approval.

19.5.7

When it interferes with job responsibilities. This includes spending unreasonable and unwarranted time on the
internet or on email activities.

Any breaches of these rules will be treated seriously and will be subject to disciplinary action. The Company reserves
the right to review and monitor individual employee internet and email activities as it considers necessary, and will do so
at periodic intervals.
Governing Law: This letter shall be governed by and construed in accordance with the laws of the Republic of Ireland.

***
Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 7 of 9

If you choose to accept the terms and conditions of employment set out in this letter, please sign the enclosed copy of the letter
and return it to me.

Yours sincerely

_____________________
Claire Quinn
Duly authorised for and on behalf of
OpenHydro Group Limited

Information category:
Author / Owner:

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 8 of 9

I accept employment with the Company on the terms and conditions as set out in the Companys letter of which this is
a copy.

Signed:

_____________________
Gaurav Lakhani

Dated:

Information category:
Author / Owner:

_____________________

Confidential
Claire Quinn

Company Number: 392378. Registered Office: 1 Custom House Plaza, Harbourmaster place, IFSC, Dublin 1, Ireland

Page 9 of 9