May 20, 2019

Mr. Jayar R. Pizarro

No. 28 Wakas, PIlar
Bataan, Philippines

Re: Probationary Employment Offer – GNPower Mariveles Coal Plant Ltd. Co.

Dear Mr. Pizarro:

GNPower Mariveles Coal Plant Ltd. Co. (“GMCP” or the “Company”) is pleased to submit to you this offer
of employment at the GMCP Plant in Mariveles, Bataan, Republic of the Philippines (the “Plant”) subject
to the conditions and qualifications contained in this Employment Offer Letter (the “Letter”).

Upon the commencement of your assignment, you will be employed by GMCP in the position of
Instrument and Control Technician. You will report directly to the Technical Services and Engineering
Manager of GMCP, or any other officer designated by the General Manager of GMCP. The primary location
of your work will be at the GMCP power plant. This is a full-time position subject to a six-month
probationary period and is contingent upon satisfactory results from the pre-employment medical exam and
drug screening. The general overview, duties and responsibilities and organizational relationships for this
position are more fully described in the Job Description, the form of which is attached hereto as Annex
A.

GMCP is prepared to offer you the following compensation and benefits while you are employed by GMCP:

 Monthly Gross Salary

Your monthly gross salary will be Thirty Three Thousand Pesos (Php33,000.00) only which
includes the De Minimis Benefits (RR No.5-11) under BIR Ruling (RR No.10-2008) such as rice
allowance, laundry allowance and cash medical allowance. Your monthly gross salary shall be paid on
a bi-monthly basis commencing on July 1, 2019. This shall be subject to any and all required
contributions, deductions or withholdings under the laws of the Republic of the Philippines including
but not limited to:

 SSS contribution
 PhilHealth contributions
 Pag-IBIG contribution
 Withholding tax

o Rice Allowance – Your monthly gross salary includes the rice allowance of One Thousand
Five
Hundred Pesos (Php1,500.00).

o Laundry Allowance – Your monthly gross salary includes the laundry allowance of Three
Hundred Pesos (Php300.00).

o Cash Medical Allowance – Your monthly gross salary includes the cash medical allowance
of One Hundred Twenty Five Pesos (Php125.00).

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 Other Allowances and Benefits During Employment
While you are based in Bataan and working at the Project site, you will be provided with the following
allowances and benefits subject to the terms and conditions of GMCP’s policies and guidelines:

o 13th Month Pay – You shall be provided 13th Month Pay on pro-rata basis as guaranteed
by law.

o Performance Bonus – You will be entitled to an annual performance bonus of up to three

(3) month’s gross salary. The amount of the bonus shall be computed in accordance with
the Company’s Performance Bonus Guideline (AP-3043-GL). This benefit may be
terminated or modified by the Management Committee at their sole discretion. The
provisions of this policy may change at any time without prior notice to the employees.
This benefit is not convertible to any other form of benefits implemented in GMCP O&M.

o Educational Assistance - You shall be entitled to GMCP’s Educational Assistance to help

you and your family in the payment of educational expenses. The Educational Assistance
is subject to the terms and conditions of GMCP’s Educational Assistance Guideline.

o Medical Insurance Plan – You shall be entitled to GMCP’s medical insurance. This plan
may be changed by GMCP or its providers from time to time.

o Housing Subsidy – You shall be entitled to GMCP’s Housing Subsidy at the end of each
month, in arrears, through your GMCP designated payroll account. The Housing Subsidy
is subject to the terms and conditions of GMCP’s Housing Subsidy Guideline.

o Retirement Plan – You shall be included in the GMCP’s retirement plan offered to its
regular employees upon appointment for regular employment. This plan may be changed
by GMCP or its retirement fund from time to time.

o Transportation – You shall be reimbursed upon submission of expense report supported

with valid official receipts for any official business trips. The reimbursement of
transportation expenses is subject to the terms and conditions of GMCP’s Transportation
Guideline.

o Expenses – You shall be reimbursed for miscellaneous expenses such as meals and
accommodation on your official business trips upon submission of an appropriate expense
report supported with actual official receipts.

o Annual Medicine Allowance – You shall be entitled to this benefit as provided for by
GMCP’s Annual Medicine Allowance Guideline.

o Life Insurance Plan – You shall be entitled to GMCP’s life insurance plan. This plan may
be changed by GMCP or its providers from time to time.

o Leave – You shall be entitled to Company-sponsored leaves and government-mandated

leaves as provided for by GMCP’s Vacation/Emergency and Sick Leave Guideline,

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 Bereavement Leave Guideline, Paternity and Maternity Guidelines, Calamity Leave,
Parental Leave for Solo Parent Guideline, Special Leave for Women Guideline, Leave for
Victims of Violence Against Women and their Children (VAWC) Guideline.

o Relocation Cost – A non-Bataan resident shall be entitled to GMCP’s relocation allowance

subject to the terms and conditions of GMCP’s Relocation Assistance Guideline.

 Working Hours
In view of the Compressed Workweek scheme implemented by GMCP in the plant, your daily working
hours shall conform to the schedule designed by the Management and your weekly working hours shall
not exceed forty-eight (48) hours. For emergency work and work rendered during official holidays
both with written authorization, you shall be entitled to an additional compensation in accordance with
the Company’s policies. GMCP reserves the right to change your hours of work or work schedule as
well as your duties as it deems necessary.

 Taxation
All compensation and benefits provided hereunder shall be subject to applicable Philippine income tax
and other withholding obligations. GMCP, at the end of each tax year, will provide you with a
certification on income and taxes paid on your behalf to the Philippines tax agency.

 Confidentiality and Non-Disclosure

For the duration of the Agreement and three (3) years thereafter, the Employee may not divulge to any
person any trade or company secret or any other confidential information concerning GMCP’s business
or affairs without obtaining prior written consent from the from the General Manager or any other
officer designated by the President and COO. You agree to execute the Employee Confidentiality
and Non-Disclosure Agreement, the form of which is attached hereto as Annex B.

 Compliance with the U.S. Foreign Corrupt and Practices Act (“FCPA”) and other
similar laws.
The Employee hereby undertakes that he will not violate any of the related provisions of the FCPA
and other similar laws and agrees to execute a Compliance Certificate, the form of which is attached
hereto as Annex C.

 Arbitration
Any dispute or controversy arising under or in connection with this Letter shall be settled first by
mediation and, if mediation is not successful, then by arbitration to be conducted before a panel of
three (3) arbitrators in Manila, Philippines in accordance with the Philippine Arbitration Law
(otherwise known as Republic Act 876 and its implementing rules) then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided, however, that GMCP shall
be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent
any continuation of any violation of the provisions set forth under the Employee Confidentiality and
Non-Disclosure Agreement. You and GMCP hereby consent that such restraining order or injunction
may be granted without the necessity of either you or GMCP posting any bond. The amount of fees
and expense of the arbitrators to be borne by each party shall be determined by the arbitrators.

You will be required to comply with all of the personnel policies and procedures of GMCP to the
extent that they apply to your specific assignment. In particular, it is the policy of GMCP to comply
with the letter and spirit of the laws of all countries in which they do business. Over and above that
requirement, it is the policy of GMCP to conduct its business in conformity with the highest ethical

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 standards. Your acceptance of our offer will evidence your agreement to abide by all such policies and
procedures including Code of Business Conduct, a copy which is attached. Please review this Code
of Business Conduct and return a signed copy should you accept this offer of employment, the form
of which is attached hereto as Annex D.

Either party may summarily terminate this Agreement, without any prior notice, for cause, subject to
such termination being reduced to writing. This Agreement may be terminated by GMCP without any
payment in the case of gross misconduct or dishonesty (which shall include, but not be limited to, a
breach of the GMCP policies and procedures) on the part of the Employee or other causes under the
law.

This Letter describes GMCP’s offer of employment to you and is intended to be the final expression of our
agreement with respect to your employment by GMCP. It is further intended that this Letter shall constitute
the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be
introduced in any judicial, administrative or other legal proceeding to vary the terms of this Letter. This
Letter may not be contradicted by evidence of any prior or contemporaneous agreement.

This Letter may not be modified, amended, or terminated except by an instrument in writing, signed by
both you and GMCP. This Letter shall be governed, construed, interpreted and enforced in accordance with
the substantive laws of the Philippines.

If our offer on the terms and conditions set forth above is acceptable to you, please indicate your acceptance
in the space below and return this Letter to me as soon as possible.

We are confident that GMCP will offer you a challenging and rewarding long term opportunity. We look
forward to your acceptance of our offer and to working with you. Thank you.

Sincerely yours,

Adrian Paul Coan

General Manager

Accepted and agreed by:

Jayar R. Pizarro

Date: ________________________

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