Employment Offer Letter (DIFC)

Definitions

"Employment Law" means DIFC Law No. 2 of 2019 (the DIFC Employment Law) and the regulations made under it, each as amended or replaced from time to time.

Offer and Role

The Employer offers to employ the Employee in the Role on the terms of this agreement, and the Employee accepts that offer by signing it. The Employee will report to the Reporting Manager.

The Employee must perform the duties of the Role and any other duties consistent with the Role that the Employer reasonably assigns, comply with the Employer's lawful instructions, and act honestly and in good faith in the Employer's interests.

Nothing in this agreement reduces any right the Employee has under the Employment Law. Where the Employment Law gives the Employee a greater right than this agreement, the Employee has that greater right.

Conditions of Offer

Where the Employee needs a work permit or residence visa to work in the Dubai International Financial Centre, this offer is conditional on the Employee obtaining them, with the Employer's sponsorship, through the DIFC Authority and the competent immigration authority, including passing any required medical fitness test. The Employee must promptly provide the documents, attested certificates and information reasonably required for that purpose.

The Employer bears the recruitment, work permit and residence visa costs that the Employment Law or other applicable law requires an employer to bear and will not recover them from the Employee.

This offer is also conditional on the Employer receiving references, and any qualification or background check appropriate to the Role, that it reasonably considers satisfactory, obtained in accordance with applicable law.

Term

The employment starts on the Start Date and continues until it is ended in accordance with this agreement.

Probation

The employment starts with a probationary period equal to the Probation Period, which may not exceed six months or, for a fixed term of six months or less, half the fixed term. During it, either party may end the employment by giving the other at least one week's written notice.

Place of Work and Hours

The Employee's normal place of work is the Place of Work. The Employer may require the Employee to work at another location in the same city, or to travel on the Employer's business, as the Role reasonably requires.

The Employee's normal working hours are the Working Hours, with the rest periods and breaks the Employment Law requires. The Employee's working time will not exceed an average of 48 hours in each seven-day period unless the Employee first agrees in writing. If the Employee is Muslim, during Ramadan the Employee will not be required to work more than six hours a day, with no reduction in pay.

Remuneration

The Employer will pay the Basic Salary monthly in arrears by bank transfer, within seven days after the end of each month, and will give the Employee an itemised pay statement for each payment.

The Employer will also pay the Allowances, at the same times and in the same manner as the Basic Salary. The Allowances do not form part of the Basic Salary for calculating end-of-service contributions or other amounts based on basic wage, except that the basic wage used for those calculations is never less than the minimum share of total wage that the Employment Law sets.

The Employer may make deductions from the Employee's wages only where the deduction is required by law or the Employee has agreed to it in writing in advance, as the Employment Law permits.

The Employee is eligible to participate in the Bonus Scheme on its terms. Unless the Bonus Scheme expressly provides otherwise, any bonus is at the Employer's discretion, does not form part of the Basic Salary, and a bonus paid in one year does not create an entitlement in any later year.

The Employer will reimburse the reasonable expenses the Employee properly incurs in performing their duties, in accordance with its expenses policy and on production of receipts.

Leave

The Employee is entitled to the Annual Leave, with full pay, in each leave year running from the Start Date or another date the Employer notifies, pro-rated for any part year, and to paid leave on official public holidays. Leave is taken at times agreed with the Employer.

The Employee may carry untaken leave forward for up to 12 months, and may always carry forward at least five working days in each leave year, as the Employment Law provides. On termination, the Employer will pay the Employee for accrued but untaken leave, and may deduct pay for leave taken in excess of accrued entitlement.

The Employee is entitled to sick leave and sick pay as the Employment Law provides. The Employee must notify the Employer of the absence as soon as reasonably practicable on the first day, and at least every three days after that, and provide a medical certificate if the Employer asks.

The Employee is entitled to maternity, paternity, bereavement and any other leave that the Employment Law provides, on the terms it sets.

Health Insurance and Benefits

The Employer will provide the Employee with health insurance that meets the requirements of applicable law in the emirate in which the Employee is employed.

The Employee is entitled to the Other Benefits, subject to the rules of any relevant scheme or insurance policy as in effect from time to time.

End of Service

Unless the Employee is exempt under the Employment Law, the Employer will make monthly contributions for the Employee to the DIFC Employee Workplace Savings Plan or another qualifying scheme under the Employment Law, at not less than the rates the Employment Law sets, calculated on the Employee's monthly basic wage as the Employment Law determines it, which for this purpose may not be less than 50% of the Employee's monthly wage. Those contributions are made in place of any end-of-service gratuity.

If the Employee is a UAE or GCC national, the Employer will register the Employee with the General Pension and Social Security Authority and make the pension contributions that federal law requires, together with any top-up contribution to a qualifying scheme that the Employment Law requires. Such an Employee is not entitled to an end-of-service gratuity.

Outside Interests

During the employment, the Employee must not, without the Employer's prior written consent, work for another person or be engaged or interested in any business that competes with the Employer or that would materially interfere with the performance of their duties, except as a passive holder of listed securities.

Policies and Procedures

The Employee must comply with the Employer's policies and procedures, including its code of conduct, disciplinary rules and grievance procedure, which are available from the Employer's human resources function. They do not form part of the Employee's contract unless they say otherwise.

Confidentiality

During and after the employment, the Employee must not use or disclose any trade secret or other confidential information of the Employer, its group companies, customers or suppliers that the Employee obtains through the employment ("Confidential Information"), except in the proper performance of their duties, with the Employer's written consent or as required by law. This does not apply to information that becomes public other than through the Employee's breach.

Nothing in this agreement prevents the Employee from making a disclosure required by law, reporting a suspected breach of law to a competent regulator or authority, or making any other disclosure that applicable whistleblowing law protects.

Intellectual Property

All intellectual property rights in any work, invention, design or other material the Employee creates in the course of the employment, or using the Employer's resources or Confidential Information, belong to the Employer. To the extent they do not vest in the Employer automatically, the Employee assigns them to the Employer for their full term, throughout the world, for all purposes and in all media. The Employee must promptly disclose such material to the Employer and sign the documents the Employer reasonably requests to confirm or register its rights.

To the extent the applicable law allows, the Employee waives, or agrees not to exercise, any moral rights in such material in a way that would prevent the Employer and its successors and licensees from publishing, adapting or modifying it, or from using it without naming the Employee, in the normal course of their business.

Data Protection

The Employer will process the Employee's personal data in accordance with its employee privacy notice and DIFC Law No. 5 of 2020 (the DIFC Data Protection Law). The Employee must comply with the Employer's data protection policies when handling personal data in the course of the employment.

Termination

After any probationary period, either party may end the employment by giving the other written notice of at least the Notice Period or, if longer, the minimum notice the Employment Law requires for the Employee's length of service.

The Employer may pay the Employee instead of all or part of the notice period only where the Employee agrees to that payment in a written agreement that meets the Employment Law's requirements for an agreement to end the employment.

During all or part of any notice period, the Employer may require the Employee not to attend work and not to perform some or all of their duties. The Employee remains employed and continues to receive full pay and benefits during that period.

Either party may end the employment with immediate effect for cause, where the other party's conduct warrants it and a reasonable employer or employee would end the employment as a result, as the Employment Law provides.

Within 14 days after the termination date, the Employer will pay the Employee all wages and other amounts due, as the Employment Law requires, and on request will give the Employee a certificate of service stating the dates of employment and the Role. The Employer will arrange the cancellation of any work permit and residence visa it sponsored, and the Employee must cooperate with that process.

When the employment ends, or earlier if the Employer asks, the Employee must return all property of the Employer, including documents, devices and Confidential Information, and must not keep any copy.

Restrictions after Employment

For the Restricted Period after the employment ends, the Employee must not, in competition with the Employer, solicit or deal with any person who was a client of the Employer, and with whom the Employee had material dealings, during the last 12 months of the employment; or solicit any senior employee of the Employer with whom the Employee worked during that period to leave the Employer. The Restricted Period is reduced by any period of garden leave.

Each restriction in this Restrictions after Employment clause is separate. The Employee confirms that each is reasonable and no more than necessary to protect the Employer's legitimate interests in its Confidential Information, client connections and workforce stability.

Notices

A notice under this agreement must be in writing and may be given by hand, by courier to the Employer's registered office or the Employee's last known residential address in the United Arab Emirates, or by email to the Employee's work or personal email address or to the email address of the Employer's human resources function.

General

This agreement is the entire agreement between the parties about the Employee's employment and replaces any earlier offer or arrangement. Any change to it must be in writing and signed by both parties, except a change of an administrative nature, which the Employer will record in writing and notify to the Employee before it takes effect.

Governing Law and Disputes

This agreement and any non-contractual obligation arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre.

The DIFC Courts have exclusive jurisdiction over any dispute arising out of or in connection with this agreement or the employment.