Employment Contract (Appointment Letter)

GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 EMPLOYMENT CONTRACT This Employment Contract (“the Contract”) is made re-appointment and will effective as of this 14 th May, 2022 in Dhaka, Bangladesh, between TOA CORPORATION BANGLADESH OFFICE (herein after called “the Employer”), registered in Dhaka, with registered address, Concord Colosseum 7th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh, and Mitsuhiro Torii (herein after called “the Employee”), Japanese national currently holding Passport No: TR2794727 and permanently residing at 810-1, Jindaijitoho, Minamiawaji City, Hyogo, Japan, under the following terms and conditions: Whereas the Employer is a contracting company, and whereas the Employee consented to work for the Employer for extended time, the Employer and the Employee agree upon the terms as laid down in Annexure of this Employment Contract as well as previous way. The Preamble and any Annexes are considered an integral part of this Contract. 1. PREAMBLE Whereas the Employer is involved in the branch office of TOA CORPORATION and the construction projects such as Land Development Works for Bangladesh Special Economic Zone Development under Foreign Direct Investment Promotion Project (FDIPP) (“the Project”). 2. RE-APPOINTMENT The Employer hereby re-appointed the Employee in the capacity of General Manager same position as previous or in such capacity as the Employer may reasonably require from time to time under the terms and conditions of the Employment Contract. 3. PERIOD OF EMPLOYMENT This Contract shall commence from May 14, 2022 for an indefinite period from the date of joining. The Contract is subject to “Termination of Employment” as per clause 8 of this contract. 4. WORKING TIME a) Regular working days are from Saturday to Thursday. b) Regular working hours are as follows: From 08:00 am to 17:00 pm (Lunch time 13:00-14:00) Notwithstanding the regular working hours stated above, the working hours of the Employee may be changed by the Employer to suit the Employer’s working requirements, seasonal conditions and/ or governmental decrees/ legislation. The Employee is required to record the times of arriving & leaving office on the prescribed attendance record form and submit the same to the Employer on a monthly basis. The Employee is required to submit the duly approved time sheet at the latest by the 1st of each following month for computation of the Monthly salary. “NO Attendance Sheet – NO Approval – NO Salary” policy can be applied. Any unauthorized alteration shall be dealt with as per the Employee’s Discipline indicated in the clause 7 of the Contract. All overtime work of the Employee must be pre-approved by the designated official on the designated form. GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 Any unapproved hours worked shall be considered as void and will not be compensated. 5. GROSS SALARY a) The Employee’s monthly Gross Salary, hereon referred to as “Gross Salary” would consist of monthly Basic salary, Accommodation Allowance, Transportation Allowance and Medical Allowance as mentioned in the Annexure A to the Contract. b) Monthly Basic Salary shall not be inclusive of Overtime. c) The Employee hereby authorizes the Employer to deduct any amounts of sums owned to the Employer/ income-tax deductions, if any/ deductions for loss of material or damage to the Employer’s property or goods. d) Payment Mode: Salary payment shall be payable on the 5th of each next calendar month. Payment shall be only through bank transfer directly to the Employee’s assigned bank account. If the 5th falls on a non-working day or Bank holiday, payment shall be made on the preceding business day. 6. ANNUAL APPRAISAL Yearly Performance Appraisal shall be effective in the 12 months of joining by the Employer to evaluate the performance of the Employee for the previous year. An increase/ decrease may be awarded to the Employee in form of a raise in the class, grade or salary based on the index for merit as separately set by the Employer. 7. DISCIPLINE In case of the following, the disciplinary penalty may be imposed onto the Employee. a) Breach of the Contract/ Bangladesh Labour Law 2006. b) Purposeful negligence or habitual late coming c) Insubordination or not following the instructions of the Employer or its nominated representative d) Damage to the Employer is caused intentionally or serious fault. e) Act indicated in the clause 9(c), hereunder. The disciplinary penalties are as follows: a) A warning b) A fine c) Suspension from work with reduced pay for a period not exceeding 10 days d) Forfeiture or deferment of bonus (in case the Employee is eligible to bonus) e) Forfeiture of promotion f) Dismissal with gratuity g) Dismissal with forfeiture of all or part of the gratuity. This penalty may only be imposed on the grounds expressly specified in clause10(c) of the Contract. 8. TERMINATION OF EMPLOYMENT a) If either party wishes to terminate the Contract of employment, 30 (thirty) days written notice or compensation in lieu thereof is required prior to termination. b) In the event of death of the Employee, the Contract shall stand as terminated on the same day. c) If the contract of the Employer as described in the Preamble with the Project Owner expires or is terminated by either party for whatsoever reason, and as a result, the Employer is forced to cease operations on the Project. d) The Contract may be terminated forthwith without notice, if any of the following events occur: i. If the Employee adopts a false identity or nationality or submits forged certificates or documents ii. If the Employee makes a mistake resulting in substantial material loss for the Employer. iii. If the Employee disobeys instructions respecting safety of the workplace iv. If the Employee does not perform his basic duties under the Contract and persists in violating them in spite of the first warning letter v. If the Employee is sentenced by a competent court for an offence involving honor, honesty or public GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 morals vi. If the Employee reveals any secret of a project/ the Employer vii. If the Employee is found in a state of drunkenness or under the influence of a drug during working hours viii. If, while working the Employee assaults the Employer, the responsible Manager or any of his work mates ix. Soliciting bribe or favors from co-workers/ suppliers/ sub-contractors or likewise for providing/ gaining information or rewards x. If the Employee absents from work without approved leave application for more than 20 non-consecutive days in one calendar year, or more than seven consecutive days. 9. OTHER GENERAL TERMS a) The Employer shall not be responsible for medical/ dental treatment of the Employee in any circumstances except for any work/ occupation related injury/ accident. b) The Employer does not any policy for salary/ cash advances and hence no such request shall be entertained. 10. DUE CARE OF A PRUDENT MANAGER In case the Employee caused social forfeit of the Employer’s trust or damaged the Employer or a third party due to the Employee’s intentional or negligent behavior on the designated work, the Employee shall indemnify the Employer for all losses. 11. CONFIDENTIAL INFORMATION The employee shall not disclose or leak any confidential information regarding the Employer or any third party to any external party. In case the Employee breaches this clause, damages to be caused on the Employer or a third party shall be indemnified by the Employee. 12. LEAVES In addition to the announced public holidays, the Employee shall also be entitled for the leaves as detailed below: a) Annual Leaves with Wages/ Salary The Employee is entitled for twenty (20) days of annual leaves with wages/ salary, after completion of one year of continuous employment. Such annual leaves if not availed/ used, shall be permitted to be accumulated for a maximum period of forty (40) days only. Annual leaves period shall be inclusive of any holidays during the annual leave period. The Employee can request for converting unused annual leaves after completion of 12 months of continuous employment, provided he/ she does not wishes to accrue the unused annual leaves. Such conversion of annual leaves shall be opted once only during a calendar year. b) Sick Leave The Employee shall be entitled to Sick Leave not exceeding fourteen (14) days in one calendar year. Every instance of sick leave must be supported by a medical certificate issued by a registered medical practitioner appointed/ approved by the Employer. If the Employee fails to submit the medical certificate, the Employer retains the right to deduct wages/ salary for the equivalent period or to deduct such period of leaves from annual leaves available balance. Sick leaves cannot be accrued/ carried forward to the following year. No remuneration shall be payable if the sickness is due to the Employee’s misconduct e.g. having consumed alcohol or narcotic drugs. c) Casual Leaves The Employee is entitled for casual leaves of ten (10) days with full wages during period of one calendar year. GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 Such casual leaves cannot be accumulated/ carried forward/ converted to cash, under any circumstances. d) Festival Leaves The Employee shall be entitled for festival holidays, which shall be determined by the Employer. If an Employee is asked to work during such festival leaves, he/ she to compensatory leave or compensatory payment equivalent to twice the rate of wages/ salary. e) Compensatory Leave The Employee shall be entitled for compensatory leaves provided he/ she has been asked to work on weekly off/ declared holidays. Such compensatory leave must be utilized in the same month. If the compensatory leave cannot be used, in such event the compensatory leave shall be paid at twice the salary rate. f) Maternity Leave, if applicable A female Employee shall be entitled to maternity leave with full wages/ salary for a period of eight weeks (08) prior to the date to deliver and additional eight (08) weeks from the date of delivery. g) Computation for Leave Salary Rate for cashing the unused annual leaves shall be as follows: [Basic Salary + Accommodation Allowance + Transportation Allowance + Medical Allowance] / 208] x unutilized annual leave balance. h) Leave Application Request for annual leave and/ or causal leaves a written leave request must be submitted at least seven (07) days in advance by the Employee to the Employer for approval of the later. In event of sick leave, medical certificate shall be appended to the leave application. 13. BUSINESS TRIP The Employee shall be required to undertake Business trips, as directed by the Employer or its nominated representative. The Employer shall arrange and/or reimbursed the expenses for Business trips of the Employee as per the current guidelines. 14. COMPUTER Considering the Employee’s nature of work, the Employer will judge whether to lend a personal computer to the Employee. In such case, one personal computer will be lent to the Employee for the entire employment period. In case of loss for any reason, the Employee shall pay the original price for it. The personal computer shall be returned to the Employer at the end of the employment period. The Employee shall sign on the covenant on IT usage enacted by the Employer, and shall follow the IT rules to be given by the Employer’s IT section. 15. UNIFORM No uniform shall be provided by the Employer. Employee’s basic salary is inclusive of uniform/ clothing allowance. 16. PERSONAL INFORMATION The Employee is required to update his/her personal profile within a maximum period of ten (10) days with the Employer in case of any changes. 17. SAFETY The Employer shall provide the Employee with safety equipment in compliance with the company Health & Safety Regulations. In case of termination the Employee will return all safety equipment to the Employer. GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 18. GOVERNING LAW & JURISDICTION This Contract is governed by Bangladesh Labor Law, 2006 and Bangladesh Labor Rules 2015 and its amendments. Dhaka Courts shall have jurisdiction over any dispute arising here from or in connection herewith. In witness thereof the parties have executed and delivered this Contract on the date above written, in two (2) copies, one for the Employer and one for the Employee. _________________________ ______________________ YOSHINOBU FUKUSHIMA MITSUHIRO TORII Director General Manager TOA CORPORATION Date: 25.03.2022 GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA Bangladesh SEZ Land Development Project Office Concord Colosseum 7 th Floor, 156 Kemal Ataturk Avenue, Banani, Dhaka 1213, Bangladesh sh Head Office 3-7-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-1031, Japan Tel: +81-3-6367-0801, Fax: +81-3-6367-0809 ANNEXURE-A to the Employment Contract of Mr. MITSUHIRO TORII. This Annexure is to be read in conjunction with the Employment Contract of date May 14, 2022 thereby this becomes an integral part of the mentioned Employment Contract. Designation General Manager Date of Re-Appointment May 13, 2022 GROSS SALARY USD 11,200 (excluding the income tax) The Gross Salary as of Article 5 of the Employment Contract shall be as follows: Basic Salary USD 6,720 Accommodation Allowance The Employer will pay a fixed accommodation allowance of the following amount per month inclusive of house rent, furniture, electricity & water charges and/or municipality taxes and/or any other expenses such as gas connections, etc. USD 3,360 Transportation Allowance The Employer will pay a fixed transportation allowance of the following amount per month along with the basic salary for commuting from place of residence to office. USD 448 Medical Allowance The Employer will pay a fixed food allowance of the following amount per month. USD 672 Overtime Calculation The Employer shall calculate the overtime in accordance with the regulation of Bangladesh. Overtime Rate per hour: Basic Salary / 208 x 2 Festival Bonus The Employee shall be entitled to two festival bonuses, provided the Employee has worked for at least half a year with the Employer. The amount of each festival bonus will be 1/2 of monthly basic salary of the Employee. _________________________ ___________________ YOSHINOBU FUKUSHIMA MITSUHIRO TORII Director General Manager TOA CORPORATION Date: 25.03.2022