ZS India Employee Manual 2011 Ver3.5

ZS Associates Confidential

ZS INDIA EMPLOYEE MANUAL ZS India Last updated: 23 April 2011

© 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential

Table of Contents

Introduction ............................................................................................................... 3 Chapter 1: General Terms ........................................................................................ 4 Chapter 2: Leave Policy ............................................................................................ 7 Chapter 3: Benefits ..................................................................................................10 Chapter 4: Travel and Relocation.............................................................................15 Chapter 5: Local Transport Policy ............................................................................18 Chapter 6: Code of Conduct ....................................................................................19 Chapter 7: Confidentiality & Return of Property Policy .............................................21

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ZS Associates Confidential

INTRODUCTION

The objective of this manual is to provide guidelines for employees to make resource-related and personal decisions in commonly encountered professional situations. While the attempt has been made to be comprehensive, you will invariably encounter situations not addressed in the manual. In case of doubt, it is your responsibility to find out the correct interpretation from PD managers, Principals, or appropriate administrative staff, or - if that is not possible - to make decisions based on professional judgment, which is a key dimension of the ZS competency model. The model, as you may recall, is based on the ZS Core Values: 

DO THE RIGHT THING



GET IT RIGHT



TREAT PEOPLE RIGHT

The final authority for interpreting a particular policy will be the Office Managing Principal. The policies outlined in this manual are effective as of 1st March 2010. ZS Management reserves the right to change any part of these contents at any time without notice.

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ZS Associates Confidential

CHAPTER 1: GENERAL TERMS 1. Joining formalities Given below is the list of documents to be carried on the joining day: a. Two recent passport size photographs b. Class X and XII mark-sheets c. Graduation / Post Graduation Certificates d. Relieving letter from previous employer (if applicable) e. Details of your last drawn compensation, E.g.: Pay Slip/Appraisal Letter/Form 16 from your previous Employer f. A Copy of PAN card to be submitted within 30 days of joining 2. Work hours and office timings a. Work Hours: 1. The office will be open 5 days a week, Monday through Friday 2. Full time employees are required to work a minimum 40 hours each week b. Office timings: 1. The primary timings for ZS India are 8:30 AM – 5:30 PM. Based on project needs, Managers (and APs / Principals) can choose to have their teams come into office slightly later, i.e., from 10:00 AM – 7:00 PM. Key reasons for choosing the latter time include greater overlap time with US team and/or scheduled client calls. 2. The office will be closed on select national and public holidays. (Refer to the latest ZS holiday list for the respective office on the Intranet). 3. Positions, Reviews, and Professional Development a. Levels at ZS India are: Associate, Associate Consultant, Consultant, Manager, Associate Principal and Principal. (Additional levels are customized for certain operations functions) b. Responsibilities and expectations at different levels are defined in the ZS Competency Model, which is provided to employees at the time of joining. Performance evaluation and periodic objectives setting are governed by behaviors defined in the Competency Model c. Performance Reviews 1. Performance reviews of employees will be conducted every six months for all employees 2. Quarterly reviews are strongly recommended as a best practice 3. It is strongly encouraged to seek (from project managers) and provide feedback (to team members) on a regular basis d. Professional Development Manager (PD Manager): At the time of joining, each employee will be assigned a Professional Development (PD) Manager, who will be responsible for: 1. Guiding career growth 2. Addressing issues and questions 3. Approving and facilitating administration of timesheets, leave, expense reports and other related administrative activities. © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential 4. Compensation a. Compensation details are personal and highly confidential. Disclosure of details will be considered a gross violation and is subject to disciplinary action. b. Pay Day: Pay for the month will be deposited on or before the first working day of the next month in the employee’s salary account, which will be in a bank selected by ZS. c. Raises / Salary Adjustments: Salaries are reviewed in July based on an employee’s performance, the company’s performance and general market conditions. Salary adjustments are applied effective July 1. No employee is automatically entitled to a salary adjustment. Eligibility criteria for raises / salary adjustments:

Tenure with ZS (over the 12 month period preceding July 1) Less than 3 Months 3 to less than 6 Months 6 Months and above

Eligibility Not Eligible 50% of Eligible amount 100% of Eligible amount

d. Bonuses are distributed to eligible employees in end-December based on their performance for the preceding 12 months as a percentage of their earned gross salary, the company’s performance and general market conditions. The bonuses are paid out as a percentage of earned gross salary. New employees are eligible for their first bonus on the completion of 1 year with ZS India. The 2nd bonus payment would be prorated for the period starting from the prior bonus date through end December of that year. Subsequent bonus payments would be made for the full 12 month period in the end of December.

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ZS Associates Confidential e. Deferred Compensation: Most employees of ZS India are eligible for deferred bonus which will be calculated on the basis of 25% of gross salary earned during each of the first 3 years service at ZS India. (Note: All employees who are eligible for deferred compensation would have this clearly stated in their offer letters. If this is not stated in your offer letter, then you are not eligible for the same). The deferred bonus payouts are made subject to uninterrupted service with ZS. Any break in service of more than 3 months (including leave without pay) will make one ineligible for subsequent payout. The deferment of payment is for a period of 2.5 years. For example, an employee gains eligibility for deferred bonus payments starting from the 30 month (2.5 years) of full-time employment at ZS India. The full amount gets paid off by the 60th month in six installments, if the employee continues to be in employment with ZS India (either Pune or New Delhi office). This bonus is in addition to gratuity and performance bonus. The payment schedule for deferred compensation is provided below: Accrued at end of Year 1 Year 2 Year 3

Payout at end of month (of service with ZS India) 30 36 42 48 54 60 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 40%

Total 100% 100% 100%

One needs to be an employ of ZS India for the respective amount due at that point of time to be payable to you. 5. Need / Opportunities to travel to or transfer to other ZS offices In order to address project needs and/or to encourage cross-office sharing of best practices and to provide employees an opportunity to grow by experiencing the culture and work environment of another office, ZS may require you and/or provide an opportunity to:  Travel to other offices  Transfer across offices within India  Transfer to international offices a. Travel to other offices: As part of client or internal project work, there may be a requirement for employees to travel to other offices, within our outside the country. The relevant travel policies governing such travel are detailed in Chapter 4 b. Transfer to offices within India will be based on following criteria: 1. Employee should have completed at least a year of service at a particular location 2. Track record of consistent and high performance 3. Availability of opportunity in the Indian office

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ZS Associates Confidential c. International transfers will be based on following criteria: 1. Employees who have joined as Associates/ACs need to have spent at least 3 years at ZS India. For Consultant hires, this period should be at least 2 years 2. Track record of consistent and high performance 3. Availability of opportunity in international office Note: Transfers are solely at the discretion of the Management. 6. Notice of termination of employment a. Standard notice period is one month or as otherwise specified in the offer letter b. Should an employee resign within 1 year of making an overseas travel, the notice period would be extended by an additional month. c. Waiver of notice period is at the discretion of Management d. Violation of notice period will result in ZS India recovering notice pay (@ gross salary) and expenses for the foreign travel from an employee as deemed appropriate e. For employees leaving ZS India within 1 year of joining, the expenses incurred by ZS towards their relocation will be deducted in their final settlement. These expenses include reimbursements and expenses incurred towards air-fare, guest house accommodation, brokerage fee, shifting of household goods and any other miscellaneous expenses. .

CHAPTER 2: LEAVE POLICY 1. Objective Recognizing that employees may need time away from work for personal tasks, medical reasons or annual vacations, ZS provides employees with leave under various categories, governed by the policies outlined below. 2.

Leave Year The leave year is the calendar year (January to December).

3.

Types of Leave Employees may be eligible for the following categories of leave:  Vacation  Sick Leave (SL)  Maternity Leave  Paternity Leave  Leave Without Pay (LWP)

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ZS Associates Confidential 4.

Leave Approval a. Employees are eligible for all types of leave from the day they join. Leave will accrue to them at the end of every pay period on a pro-rata basis. b. Employees must apply for leave through ZS Leave Request System in Lotus Notes. c. An employee must apply for leave to his/her PD Manager, or another Manager or Principal in case the PD Manager is not available. d. The PD Manager will approve an employee’s leave after considering the workload, schedules, essentiality of leave in case of multiple applications, and any other relevant factors apart from the availability of leave. e. Leave can be taken only after the PD Manager or an appropriate manager has approved the leave. Any leave taken without prior approval will be termed as unauthorized leave and may result in loss of pay. In case of unanticipated or sick leave, employees should make reasonable efforts to inform their PD Manager, project team or administrative personnel as soon as possible.

5. Advance Notice Employees will be responsible for planning and organizing every type of leave with their project managers and team members ahead of time, keeping the needs of ongoing work in mind. You should use the ZS Leave Request System in Lotus Notes for any leave request. PD Managers will thereupon approve applications for leave submitted by the employee as defined below. The expectations for advance notice and intimation are: a. For vacation requests of short duration, i.e., ½ - 4 days  Provide as much advance notice as possible, ideally requesting for this leave at least 1 week in advance in order for your project manager and team to work around your absence  For short-term unplanned situations that arise – usually ½ - 1 day in duration, request at least the day before if possible. If not, you must still notify your PD manager, your project manager, and administrative personnel (including transport coordinator) of your absence. b. For vacation requests of 5 days to 1 week  You need to apply for leave 2 weeks in advance. Make sure your project manager and team are able to effectively work around your absence  Follow up to make sure your leave is confirmed so that it is showing in Team Builder prior to leaving for the vacation. c. For vacation requests of longer than 1 week  You need to apply for such leaves 4 weeks in advance.  Follow up to make sure your leave is confirmed so that it is showing in Team Builder prior to leaving for the vacation. 5.

Vacation Vacation is aimed at being utilized for non-medical purposes. The following policies apply to vacation: a. Employees will be eligible for a maximum of 25 (twenty-five) days of vacation in a leave year. For employees joining in the middle of the year, vacation is credited on a pro-rata basis from the joining date of the employee b. Vacation is earned leave. It accumulates at the rate of 16.67 hours (i.e., about 2.08 days) per month

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ZS Associates Confidential c. Vacation not taken in a leave year can be carried forward to the next leave year, up to a maximum of 10 days. d. Vacation cannot be taken in advance of it being earned. Hence, a negative balance in vacation qualifies for "Leave without Pay". However, in the first year of employment with ZS, some negative balance may be permitted subject to prior approval by HR. e. Weekends or published holidays during the leave period will not be counted as part of vacation f. Vacation can be taken in ½ day increments. 6.

7.

Sick Leave Each employee of the company is eligible for sick leave for reasons of ill health. The following applies to sick leave: a. Employees are eligible for 7 (seven) days of sick leave in a leave year and this is credited in advance at the beginning of the leave year. For employees joining in the middle of the year, sick leave is credited on a pro-rata basis from the joining date of the employee b. Sick leave can be prefixed and/or suffixed with either weekends or published holidays. Intervening holidays during the leave period will not be calculated as part of sick leave c. As with all other leave categories, employees must make every attempt to inform PD Managers, project teams and administrative personnel as soon as possible, and no later than noon on the first day of the leave. In emergencies, the 24-security guard should be informed d. Sick leave can be taken in ½ day increments. If sick leave needs to be extended beyond the 7 days limit due to health reasons, an employee can combine sick leave with vacation, with prior approval from HR Maternity Leave All women employees are eligible for 3 months paid maternity leave as per the provisions of the Maternity Benefit Act, 1961. The leave needs to be availed in one stretch of 12 weeks (recommended a few weeks/days prior to and a few weeks after delivery). It is granted for the delivery of the employees first 2 children in accordance to the Maternity Benefit Act. Maternity leave may be extended by requesting for leave without pay with prior approval. The vacation and sick leave balances available to the employee at that time would be adjusted against the required period of leave extension. Employees do not earn vacation during such extensions. "To know more about the maternity insurance benefit, please contact a member of the HR team"

8.

Paternity Leave The following applies to paternity leave: a. Eligible male employees may take paternity leave for a maximum of 3 days within 30 days of delivery of their first 2 children only. b. Paternity leave can be prefixed and/or suffixed with weekends and/or published holidays c. Paternity leave may be extended without pay with prior approval. Employees do not earn vacation and sick leave during the extension period and vacation and sick leave is adjusted against the required period of extension.

9.

Leave without Pay (LWOP) a. Leave without pay is discouraged except in special circumstances. Granting LWOP is left the OMP’s discretion. b. The salary (excluding any reimbursements) of an employee going on LWOP for those month/s will be reduced proportionately for the days of LWOP. Further, the month/s on LWOP are also deducted from the tenure eligibility for the calculation of the employee/s performance bonus. c. LWOP can be granted for a maximum period of 3 months only. Employees do not earn vacation during the time of LWOP.

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ZS Associates Confidential d. In case an employee is absent from work without prior approval or when the application for leave has not been approved, such an absence will also be treated as LWOP. Depending on the circumstances, such absence may attract disciplinary action. e. All accrued and unused vacation balance must be accounted for in advance of utilizing unpaid leave. 10. Leave Encashment The company allows employees to receive cash for part of their accrued vacation as follows: a. Vacation that cannot be carried over to the next year will be automatically en-cashed b. A minimum vacation balance of 10 days must be available after vacation encashment c. Encashment will be calculated using the formula (Current Gross Salary) x (No. of days being cashed) / working days in a year In 2011 it is 250 after deducting weekends and ZS declared holidays d. The value of cash received would be added to the employee’s salary for purposes of computation of income and other taxes. 11.

Calculation of Leave on Separation In the event of separation of the employee from the Company, the entire un-utilized vacation remaining for the employee as computed till the date of separation from the company would be en-cashed as per the calculations described above.

CHAPTER 3: BENEFITS 1.

Provident Fund The ZS India Provident Fund Scheme is administered through the Recognized Provident Fund set up by the Government under the PF laws. Personal contributions towards PF account shall be deducted from gross salary. Employees (other than expats) have the option to choose to opt out of the PF scheme at the time of joining ZS India only if they are not already members of any PF Fund or trust at the time of joining ZS. Employees who choose to opt out of the scheme should sign a declaration in Form 11 and give to HR. If a person chooses to opt out of the PF plan, then the company contribution towards PF account, will be paid as part of the gross salary as a taxable component. Once a PF account is opened, employees have to continue to contribute towards the same throughout their employment with ZS India until separation.

2.

Approved Deductions for Tax Computation ZS India permits some standard deductions from gross salary for tax computation purposes subject to providing appropriate and complete documentation on the dates announced by Finance department. The approved deductions are towards: a. House Rent Allowance (HRA) :-Employees need to submit the following documents in order to claim the HRA benefit  Rent Agreement  Rent receipt duly signed by the landlord along with revenue stamp b. Leave and Travel Allowance (LTA):- Following documents needs to be submitted to claim the LTA benefit  In case journey is taken by Air- Airfare ticket along with boarding pass  In case journey is undertaken by Train/Bus-Original ticket  Taxi Bills are not allowed  Employees get a tax benefit on LTA only on 2 occasions, each taken annually, for a block of 4 years as defined by the government

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ZS Associates Confidential c. Transportation Allowance (only for those employees not availing the company transport facility on a regular basis), -Intimate the Admin department to opt out of ZS transport facility and changes towards tax benefit under Income tax will be made in the payroll. Employees are allowed an option to opt out or in of the ZS transport facility only once during the fiscal year. d. Reimbursement of medical expenses (as per the terms of the Income Tax Act).:- Employee can submit pharmacy and Doctor’s fees bills in order to claim the benefit under Medical Reimbursement. e. Medical and LTA Reimbursements : There are two options to claim the LTA and Medical allowances which are a part of your gross salary (Medical - INR 15,000 and LTA 3.33% of your gross salary).The options are given below: OPTION 1: I WOULD LIKE TO TAKE ADVANTAGE OF THE TAX BENEFITS FOR LTA AND MEDICAL This is the default current option. In this case, it is assumed that you would like to avail the tax benefits on account of future medical and LTA expenses. Under this option, you can claim relevant medical and LTA expenses up to a maximum of your annual entitlement against actual (with supporting receipts). We will allow a quarterly window for you to claim your actual expenses closest to when you incur these. This means, you will be able to claim such expenses 4 times in a year, likely months: July, Oct, Jan and March. You are allowed to claim the maximum of your annual entitlement during any quarter, in case you have actually incurred the amount and you will not be taxed on this amount. (Subject to applicable Income tax rules) The unclaimed part of your entitlement will be taxed and paid through the March payroll.

OPTION 2: I WOULD LIKE TO OPT OUT FROM CLAIMING THE TAX BENEFIT FOR LTA AND/OR MEDICAL AND CHOOSE TO TAKE THESE ON A MONTHLY BASIS You can choose this option for both or either your LTA and/or Medical part of your gross salary. In this case you will need to choose the option by signing and submitting one or both the declaration forms. In this case, your monthly gross salary will include the LTA and medical part of your allowances. It will be disbursed monthly through payroll but appropriate TDS amount will be deducted every month. Note: Employees interested in Option 2 need to complete the on line declaration process

*** Income tax benefit under the above category will be given as per the provisions of the Income tax Act 1961

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ZS Associates Confidential 3.

Life, Medical & Personal Accident Insurance and Other Health Benefits a. Life Insurance: All ZS India employees have life insurance cover. The coverage amount is 3 times that of your annual gross salary. b. Medical Insurance: As an employee of the company you plus a maximum of 3 direct family members living with you (spouse, children, and/or parents), are insured by the company under a Group Medical Insurance Policy (negotiated by ZS) as per the rules stipulated by the insurance company, to cover costs of hospitalization arising out of sickness or illness to insured individuals. The coverage limit across all members insured for a particular employee is INR 3.0 lacs (INR 4.0 lacs for Managers and above). The company may add other benefits as it deems fit. Details of the policy will be provided by the insurer, and will be available on demand from Human Resources. c. Supplemental Corporate Floater Medical Insurance: ZS India has the provision for supplemental/floater medical insurance. Under special circumstances, ZS India can provide additional medical coverage for self, spouse, and/or children over and above the specified limit. Should such a need arise, employees can request to be considered for the same by applying for supplemental coverage to Human Resources. Final approval for such coverage shall be provided by OMP. d. Accident Insurance: ZS India provides accident insurance coverage for employees (only). The insurance policy covers various situations including accidental death, permanent total disablement, permanent partial disablement, and temporary total disablement. Above events are covered even on account of terrorism. The maximum coverage is INR 10 lacs per employee . e. Executive Health Check: ZS India will direct pay for the costs of an annual (once a calendar year) Executive Health Check for self and spouse (Note: The expenses for spouse are taxable). This is a comprehensive preventive health program and we encourage all employees to avail of this facility. Please contact Human Resources for further details on this program.

4.

Assistance in Filing Tax Returns ZS India will contract with and pay for the services of a reputable tax accounting agency to assist current employees in filing their annual tax returns. Employees are free to select and use a different accountant at their own cost. They however, cannot claim a reimbursement for expenses occurred on engaging with a tax filing consultant of their choice. Employees should take up individual tax issues directly with the tax accounting agency. This service is available only on pre specified dates, communicated in advance by Finance department. (Note: ZS is not liable for claims/adjudication arising from the service).

5.

Referral Bonus Employees will be eligible for a referral bonus when they refer qualified friends and family to apply for open full-time positions at ZS and their actions lead to the referred person joining ZS and staying with ZS for 12 months. Referral bonuses are intended for the situation where an employee knows the candidate personally, and believes that the candidate has a good fit with a ZS recruiting profile and values. This results in net savings in recruiting costs for ZS, and is a motivation for the employee in form of the referral bonus. Referral bonus will not apply, for example, to candidates who come to ZS via a mass mailing or mass solicitation in

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ZS Associates Confidential some other form. Also excluded are graduating students from “core ZS schools”, i.e. schools where ZS has invested resources in publicizing ZS job opportunities. Referral bonuses cannot be claimed for candidates from “core ZS schools” that have graduated within 12 months. The referral bonuses (including tax) will be as follows:

Associate Enterprise Delivery Support Staff Associate Consultant Enterprise Advanced Delivery Consultant Enterprise Specialist/Coordinator Manager Enterprise Advanced Specialist Associate Principal or Principal

Total Bonus Amount

Amount to be paid in payroll after referral joins (July 1'2011 payroll onwards)

Amount to be paid in payroll after referral completes 12 months

40,000

20,000

20,000

50,000

25,000

25,000

60,000

30,000

30,000

Both the referred employee and the referring employee must be full time employees of ZS when bonus payments are due. 6.

Meals ZS will provide Breakfast, Lunch, and Snacks for employees every (work) day based at or near ZS India office facilities. Dinner will be provided based on project needs for late night work. Employees are welcome to bring their own lunch/food and store it in the pantry refrigerator. A microwave oven will be provided for heating food. Please do not carry eatables into the working areas, i.e., please consume it in the dining area only. Should the food not suit an employee, the employee is expected to make alternate arrangements at their own cost. Project managers should use their own judgment in deciding on taking team members for project lunches/dinners to celebrate project successes and for team-building activities. The frequency should not be greater than once in 2 months. The maximum amount spent per person should be within INR 1,200 per occasion (per person). Alcohol should not comprise more than 40% of the total amount spent.

7.

Local Transportation to and from ZS office ZS will arrange for shared pickup (and drop) of employees along prearranged routes and pickup points based on distribution of employee homes across the city. Employees are expected to use this transportation, or travel to ZS at their own cost. Routes and timings will be intimated by ZS. Please refer to Chapter 5 for additional details on operational norms for local transportation.

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ZS Associates Confidential 8.

Gratuity Employees are eligible for a gratuity benefit. Under this benefit, ZS India will pay 15 days salary for every completed year of service after completing 5 years of continuous service with ZS India. This benefit is payable at the time of retirement or separation. The maximum amount payable is governed by the Gratuity Law.

9.

Continued Education & Advanced Degree Programs In the spirit of encouraging learning and personal growth, ZS India provides support for continued education (non-degree professional courses) and advanced degree programs (degree programs such as MBA, M.Tech, etc.) in India. These will be considered and approved on a case by case basis. The eligibility for such programs is: Continued Education: (a) Have completed at least 12 months of full-time employment with ZS at the time of application (b) have consistently received strong performance ratings and have a track record of success in their current role, and (c) can describe the relevance of the requested course/training to their current role in the firm. Advanced Degree Program: (a) Have completed at least 30 months of full-time employment with ZS at the time of application and thirty-six months by the start date of the program (b) have consistently received strong performance ratings and have a track record of success in their current role, and (c) have intention to continue with ZS after graduation. Reimbursements made by ZS towards the tuition fees such programs are taxable at the hands of the employees. Additional details on the above programs are available from Human Resources and on the ZS intranet.

10. Eligibility guidelines for company provided resources and usage guidelines: a. Laptop: All consulting and SD associates and above will be issued laptops. Laptop provision for enterprise support teams will be role /need based. b. Blackberry: provided to Associates Consultants and above c. Air-Cards: Can be issued to employees traveling within India, the incurring cost will be billed to the respective projects d. Cell-phone: issued on an emergency need and/or based on specific office role-related requirement e. Broadband: ZS will provide a broadband allowance of INR 1,500 per month, through payroll. It is expected that you have a high speed broadband connection at home to enable you to work remotely in case there is a project need. Our recommendation is that you have at least a 2.0 MBPS wired connection. You can also claim a 'one time installation charges' of INR 500 against the receipt from your broadband service provider. Both these components are taxable. ZS retains the right to conduct random audits to ensure that the allowance is being appropriately utilized. f. Residence telephone charges, incurred out of official or project related calls will be reimbursed upon approval by the PD manager with supporting documents, e.g., telephone bill. g. Many resources such as laptops, Air Cards, cell phones, Cash Cards, Travel Cards etc. are provided for employees’ convenience based on project and role needs. Diligence and judgment should be exercised in using these resources appropriately, since they are fully under your control. Please refer to Code of Conduct regarding usage of company provided resources.

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CHAPTER 4: TRAVEL AND RELOCATION 1. General Travel Guidelines (for Domestic and International Travel) ZS will reimburse all pre-approved and pre-defined expenses for travel related to company’s work. The company will defray lodging, food, living, visa costs as necessary, and all other costs arising out of the need to travel on company business. For international travel, the company will also provide travel insurance to cover treatment of illnesses and accidents abroad. For all work-related travel, an employee must : a. Get Travel Authorization Form approved by the PD/project manager b. Have a passport ready (for international travel) c. Work with administrative personnel and approved travel agents (in India, US, and/or Europe) to make all transportation, visa (if required) and lodging arrangements. d. Work with administrative personnel to procure appropriate foreign currency as per RBI guidelines (for international travel) e. Follow the expense guidelines & limits as described in the applicable tables A through D of this chapter f. Please use common sense and professional judgment when incurring expenses, avoiding unduly exorbitant items, for example in relation to restaurant and hotel expenses g. Submit a Travel Expense Statement within 7 days of finishing travel, and submit original receipts for all the reimbursable expenses and allowances incurred h. Provide explanations & clarifications regarding any of the bills or receipts to administrative personnel i. Facilitate the company’s settlement of bills & accounts with hotels, travel agents and others, when traveling on company account j. Seek prior approval for any business related entertainment expenses. This expense reimbursement is specific to purpose, location & season for foreign trip k. (When traveling outside India) One-time Overseas Travel Allowance: Employees are eligible to claim a one-time travel related allowance of INR 12,500 to support first time overseas travel related needs. a. This amount is fully taxable. b. People who have claimed any amount under winter clothing reimbursement provision in the past are not eligible to claim this allowance c. Managers and above are not eligible for this allowance. 2. Expense Guidelines and Limits for Travel within India (Including between New Delhi and Pune) For business travel within India, including between New Delhi and Pune, the approval and expensing process is as described under the General Travel Guidelines (Section 1). Business Travel between New Delhi and Pune offices: a. Travel (air and local) and living arrangements will be made directly by the ZS India travel team. For business trips longer than 2 weeks living arrangements will be made at suitable guest-houses. For shorter duration stays the admin team will give additional options of hotels. © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential Employees can choose between the guest house and the hotel options provided and inform the admin team to make bookings accordingly. b. In most cases, guest-house accommodation includes morning breakfast. The presumption is that employees will have lunch and dinner at the respective office. c. Employees are responsible for directly paying any additional food and/or miscellaneous charges and having it reimbursed by submitting an expense report. d. Irrespective of whether any personal expenses were incurred or not, all traveling employees are responsible to submit an expense report for the travel and living costs incurred for their trip. Business Travel to other locations within India: a. Travel (air and local) arrangements will typically be made directly by the ZS India travel team. b. While hotel or guest-house bookings will be made by the ZS India travel team, employees are expected to pay for these charges and have them reimbursed by submitting an expense report. c. Also, employees are expected to pay for their meals and other miscellaneous expenses and have the same reimbursed by submitting an expense report. Food bills up to Rs 500 a meal can be reimbursed against actual receipts. d. Irrespective of whether any personal expenses were incurred or not, all traveling employees are responsible to submit an expense report for the travel and living costs incurred for their trip. e. When visiting a non-local ZS India office (i.e., Pune employees visiting the New Delhi office, and New Delhi employees visiting the Pune office), please keep the HR team of the office being visited informed in advance about your trip including the date and duration. Please also make sure to contact the local HR team to have the appropriate office space assigned to you for the duration of the stay. Please note that based on space availability you may be asked to shift your sitting space during your visit. f. Employees can claim miscellaneous expenses up to Rs 200 a day in Tier I cities and up to Rs 100 in Tier II cities. * Note: (1) Misc. expenses include laundry (if traveling for more than a week), local transportation on weekends (if staying out of home-office for project reasons), and reasonable tips. (2) Gurgaon & Pune are considered Tier II cities. Pls. check with HR if traveling to any other city. 3. Expense Guidelines for Travel Outside India There are 2 components to support the travel of India employees outside the country: a. Advance” towards reimbursable expenses: 1. ZS India employees traveling outside India will be allowed to expense up to a max. of USD 40 per day (or Euro 40 per day if traveling to Europe), irrespective of whether it is a weekday or weekend, towards reimbursable meals and incidental expenses. 2. The local office visited shall provide support for the above reimbursable meals and incidental expenses by providing an advance. 3. The advance shall become payable from the day one lands in the country being visited to the date of departure from that country 4. Employee and/or their project managers must inform the local office with sufficient time to arrange for the above advance. The India administration team will also intimate about the same to the local office

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ZS Associates Confidential 5. The advance shall be paid out on a fortnightly basis, i.e., two-week, or the duration of the stay, whichever is shorter. At the end of every fortnight, or on the last day of their stay in US/Europe (whichever is earlier), the employee needs to fill out (by themselves) and provide an expense report to the local office for all reimbursable expenses in an itemized way with receipts wherever available 6. Any amount not utilized for reimbursable expenses needs to be adjusted in the advance for the subsequent fortnight period, or returned (in case that is the last period of stay) prior to leaving the destination country 7. Living arrangements shall be made by the local office. Employees are allowed to charge “reasonable” laundry expenses directly to their room. All room charges, i.e., tariff, taxes, and “reasonable” laundry expenses will directly be paid by the local office 8. In most cases, local living arrangements will be made at places either at a walking distance from office, or that provide shuttle services to/from office. Hence, no additional advance towards local transportation should be required. However, if shuttle service is not available regularly or on a particular day, then one can expense the same against the advance paid or in case of US (although not for Europe) expect an additional advance for the same to cover such transportation expenses. Such expenses will need to be included in the expense reports along with receipts 9. Car rentals are only allowed for visiting India Managers, APs, and Principals. b. Travel Allowance: 1. All ZS India employees will also receive a travel allowance of USD 25 per day (Euro 25 for Europe). The days considered for computation of this allowance is from the date the employee departs India to the date the employee arrives back at India (excluding any vacation days). This allowance will be paid in India by ZS India prior to the employees making the business trip 2. This allowance is intended to partly offset incremental personal expenses that employees may incur due to such business trip 3. Since this is an allowance, employees of ZS India have discretion to use it as appropriate. For travel to Canada, the amounts above indicated in US$ would be replaced by Canadian $. Note: All employees traveling outside India should refer to the latest “International Travel Policy Handbook” available with the admin. team regarding the Guiding Principles, Description of the Reimbursement/Allowance amounts, and Do’s & Don’ts. Managers, APs, and Principals should refer to the latest “International Travel Policy Handbook for Managers, APs, and Ps” available with the admin team regarding Guiding Principles and Reimbursement of Expenses applicable for them. Please note: 1. You are responsible for completing your own expense reports and it should include your personal expense details only 2. You need to save all your receipts and submit them along with each expense report. Please work with local office accounting to understand the process for expense report submission 3. Essentially, you need to submit your expense report, at least once every 15 days 4. Keep local US/European office accounting informed about last date of bill submission at least 2-3 working days prior to your departure to India 5. Be present in the office on the last official day of your visit so that if accounting or others have any questions, you can be accessed. © 2011 ZS Associates India Pvt. Ltd.

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c. Travel (Medical) Insurance:  ZS has a global insurance policy to cover any emergency medical needs that employees may have while traveling abroad for business. Please contact the administration team to get additional details of this insurance coverage. 4. Relocation Relocation activities, including time and expenses, are governed by the Global ZS Relocation Guidelines. Please contact your local HR manager to obtain a copy of the most recent policy guideline of refer to the ZS Intranet. 5. Advances towards home/apartment deposit You can apply once for an advance towards home deposit at the time of joining or transferring to a new office location in India. You need to submit an application for the same to HR and is subject to approval. The application needs to be supported with a draft lease document. ZS may require you to provide a final lease document at a later date. The statute of limitations for applying for this advance is within 1 month of the joining/transfer date. This advance amount is subject to repayment within six months or upon separation whichever is earlier. The advance would be treated as a loan under the Income Tax Act 1961. Necessary perks will be added to salary for calculating exact tax liability of employee. Level Manager / Consultant AC / Associate

Advance Limit (INR) 1,50,000 75,000

CHAPTER 5: LOCAL TRANSPORT POLICY ZS provides shared local transportation to employees from their place of residence or office-provided temporary lodging to place of work and back provided the same are within the coverage area specified for each office location. 1. Administration The Transport Administrator at ZS allocates employees to vehicles based on optimal pickup / drop-off routes. A Transport Coordinator appointed by our vendor schedules evening cars. The ZS Transport Administrator oversees the coordinator and the service levels. She/he also maintains a roster, which is a schedule of regular pickups. This roster is published every week for the subsequent week. If the roster is not published in a particular week, the earlier week’s roster will be assumed to remain in effect. Drop-off timings for employees are not fixed, i.e., are based on the need of employees to ensure meeting project deadlines, conference calls and late meetings. Cars typically start leaving the office at 6:30 pm every work day at ½ hour intervals (or earlier as soon as there is a full car). In the New Delhi office, on Friday nights (when many people request drops in New Delhi), we operate “Delhi” cabs on a one hour schedule and “local or Gurgaon” cabs on a 30 minute basis © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential 2. Car pick up and drop Operational Norms a. Employees should inform the transport administrator (TA) about changes in address, pick up & drop timings, changes to roster, special requests, etc. via email. The TA will service the change request in accordance with ZS policy and available resources b. The maximum distance for a round trip, for a pick and drop, of an employee in Pune cannot exceed 80Kms and for New Delhi it cannot exceed 150 Kms c. Pick up in the mornings will follow the schedule specified in the transport roster. Employees should be punctual and thereby avoid inconvenience to colleagues, specifically by being ready five minutes before the scheduled pickup time d. A delay of > 5 mins to board the cab may result in employee being left, and in such case, one must make their own travel arrangement. e. If the vehicle does not arrive within 30 mins of the scheduled time, employees are requested to make their own arrangements to travel to office that day. Any reasonable amount spent by the employees will be reimbursed by the local transportation agency organized by ZS f. If an employee is traveling out of town and does not require a pick-up, it is their responsibility inform the Transport Administrator at least one day in advance g. Complaints regarding chauffeurs, condition of car, route etc., should be made to the Transport Administrator or Manager - Administration h. Employees should note the mileage and sign the transport log book at the end of the pick up or drop. Every car driver carries such a log book. Data from log books is used to monitor car usage levels, and to implement internal controls. i. During office hours, cars are for official use only. Cars may be accessed for personal use only in case of emergencies, with prior approval from the admin team. Such use will be subject to availability of the cars. j. Official out-of-city transport requests should be addressed separately to the Travel Coordinator. Local transport cars should not be used for traveling out of town. k. Special requests for cars during peak hours should be avoided, so as to avoid conflicts with the regular pick up schedule. l. For drop-off, employees should inform the Transport Coordinator 10 minutes in advance of their departure. Depending on the number of cars available at a given time and the number of employees in queue, employees may need to wait for the next drop-off cab. Employees are requested to bear with the inconvenience in such cases, and trust the Transport Coordinator to decide the optimal schedule. Employees living at significant distances from the offices are asked to coordinate with those living in close proximity for night drops.

CHAPTER 6: CODE OF CONDUCT 1. Professional Code of Conduct and Anti Harassment II. ZS is committed to providing a work environment for all employees that is in line with its core values. To accomplish this, it is imperative that every employee understand and comply with the professional code of conduct. ZS Associates supports each individual employee’s right to work in a professional atmosphere that promotes equal opportunities and prohibits discriminatory practices, including sexual and other forms of harassment. At ZS Associates, sexual and other forms of harassment, whether verbal or physical, is unacceptable and will not be tolerated. Further, sexual harassment at the workplace has been declared to be illegal as per Indian Court rulings and is accordingly, prohibited under the law. For more details on the ZS Policy against Harassment and Procedures, please refer to it on ZSpace in the "Living the Values" space. 3. Focus on work © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential The company infrastructure and work times are for conducting company business and to serve the company’s customers. Personal use of infrastructure or work time should be with prior approval of one’s PD Manager. Examples of infrastructure items are the ZS internet connection, telephones, computer disk drives and wireless internet connections, etc. 4. Office Attire a. Employees must appear neat and clean at office. Business casual attire is the preferred attire in office. Employees need to appear presentable in office at all times. It is the responsibility of every ZSer to uphold the image of ZS as a professional consulting firm and bear in mind that we do have frequent client visits in our India offices. b. Dress code for meetings with clients and external office events, e.g., recruiting, is variable and at the direction of the project manager. When in doubt in such situations, please default to dressing in business casuals. 4. Respect towards colleagues Every employee should treat other employees, customers and vendors with respect and professional courtesy. Showing respect does not necessarily mean agreeing, but it does mean having respect for others’ views by listening to them. 5. Respect for company property Employees should treat company property, including intellectual property, with utmost care and responsibility. Company’s intellectual property – client lists, client information, credit card numbers, business processes, proposals and other trade secrets – should not be divulged to anyone outside the company without prior written permission of management. 6. Examples of violations of general code of professional conduct (Note: This list is not intended to be exhaustive). a. Discourteous, abusive or rude language or action against a fellow employee b. Insubordination, willful disregard, or disrespect of a superior c. Failure to comply or perform work as required or assigned d. Fighting with or attempting bodily harm to another e. Embezzlement, theft or destruction of ZS, customer or vendor property f. Falsifying or altering employee records, payroll records, etc during or prior to employment g. Possession, sale, distribution or use of contraband drugs on office premises h. Unauthorized consumption of alcohol on office premises and being at work or any office outing in an intoxicated state i. Taking unauthorized breaks or otherwise leaving or not reporting for work without permission j. Sharing confidential information with anyone outside company k. Discrimination or harassment of a fellow employee l. Maintaining or participating in an outside business, job or financial interest without prior written authorization of the company. m. Unprofessional behavior in company cars n. Use of company resources for personal purposes. 7. Examples of unprofessional use of company provided infrastructure. This list is not intended to be exhaustive. a. Downloading of movies and music from the Internet b. Use of phones for personal calls beyond defined thresholds © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential c. Abuse or misuse of Internet and VOIP phones, for example using company phones to make personal international calls, or using the ZS Internet connection to browse websites unrelated to the company’s business d. Excessive use of phones provided for emergencies on foreign travel e. Commuting with laptops without the protective padded bag provided f. Rough handling of Air Card antennas g. Abuse of ZS property. This includes rough handling of laptops, blackberries, aircards and any other assets provided by the company Note: Loss of resources should be reported to an appropriate police authority, and a certificate of loss obtained to facilitate insurance reimbursements or other action.

CHAPTER 7: CONFIDENTIALITY & RETURN OF PROPERTY POLICY 1. General Guidelines In the course of working for ZS Associates India Private Ltd.., you may receive or learn Confidential Information belonging to or utilized by ZS Associates or its affiliates. Confidential Information means information or material that is not generally available to or used by others or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain. Examples of such Confidential Information include, but are not limited to: a. information or material which relate to ZS Associates’ work processes, analytical methods, mathematical models used, algorithms, inhouse developed computer software, computer-based tools developed within commercially available software, “know how,” accounting records, purchasing activities, compensation programs, strategic plans, and marketing activities; b. information contained in or derived from ZS Associates’ confidential client lists; c. lists of current or former employees of ZS Associates, including address or phone lists of any sort; d. trade secrets as defined in law; e. software in various stages of development (source code, object code, spreadsheet applications, macros, documentation, diagrams, flow charts, databases, processes), designs, drawings, specifications, models, data, and customer information; f. such business methods, practices, relationships, techniques, and ideas of ZS Associates, and methods of carrying on business within ZS Associates, as are unique to ZS Associates; g. research memoranda and reports, recommendations to clients regarding future actions; h. the pricing and billing policies of ZS Associates; i. financial data relating to ZS India or ZS Associates, which is a private company, including, but not limited to, revenues, costs, profits, market share, employee salaries and compensation levels; j. any information of a type described above which ZS Associates treats as proprietary or designates as confidential, k. any information relating to a client, from a client or a third party for the client, and l. any information of a type described above which ZS Associates obtained from another party and which ZS Associates treats as proprietary or designates as confidential, whether or not owned or developed by ZS Associates. © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential Because the Confidential Information described above is secret or confidential you may never, even after your employment with ZS India terminates, use in any way (other than for ZS Associates) or make available to any person or company any such Confidential Information, except upon authorization of an officer of ZS India, or as required in the course of my employment with ZS India, or after such Confidential Information has become available to the public through no fault or action of you, or any person acting at my request. 2. Client Confidential Information In the course of our ZS work we often come into contact with client confidential information. This includes any third party data that the client arranges for us to use in connection with the project (IMS, ARC, Wolters Kluwer etc.) Remember, you may not make use of this information for any purpose other than to perform services for the client whose information it is. That means: a. You may not use the information for other clients (of course!) b. You may not give the information to or use it for other companies who may be co-promotion partners of the client, without permission of the client (or permission of the data provider in the case of third party data) c. You may not use the information for your personal benefit. For example, you may not trade securities based on this information d. You may not copy such information to your own personal electronic devices like a computer / flash-drive / ipod or photograph or print for your personal use e. You may not circumvent restrictions in the ZS system to access data or use data in a manner not permitted f. In some cases you may not share the confidential information inside ZS beyond those members of your project team who have a "need to know" such information to serve that client. Also, please remember that you must take appropriate care in storing such information in the office securely, carrying such information out of the office in a secure manner, and disposing of the information when you are finished using it. Some documents or electronic media may need to be returned to the client or data provider, while others may need to be destroyed (shredded or demagnetized). 3. Return of Property Upon request or when your employment with ZS India terminates, you will immediately return all infrastructure (in working condition) provided to you including laptop, blackberry, air-card, cell-phone, etc. You will also deliver to ZS India all copies in your possession of any and all materials, writings, software, and databases received from, created for, or belonging to ZS Associates, or pertaining to the business of ZS Associates, including, but not limited to, those materials and writings which contain Confidential Information, and thereafter to promptly return documents and copies thereof and other materials pertaining to the business of ZS Associates and originating with ZS Associates that come into your possession, whether in written, printed, electronic, magnetic, optical, or other media form. You will also return 4. Visitors Given the need to ensure contractual confidentiality obligations you should refrain from allowing any non-ZS employees access the work space area. You should meet your visitors in the common lobby area (including the attached meeting room). Should you strongly desire to have your direct family © 2011 ZS Associates India Pvt. Ltd.

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ZS Associates Confidential (spouse, children, siblings, and parents) visit your work place, please contact and get prior permission from the HR Manager. Such visits can be planned during working hours only. (NOTE: ZS MANAGEMENT RESERVES THE RIGHT TO CHANGE ANY PART OF THESE CONTENTS AT ANY TIME WITHOUT NOTICE).

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