THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment (“Amendment”) to the Employment Agreement by and between NetSol Technologies, Inc. (“Netsol” or the “Company”) and Patti L. W. McGlasson (“Executive”), dated June 30, 2014 (the “Employment Agreement”) is entered into effective as of the date indicted below.  Other than the specific amendments enumerated in the Amendment, all of the terms of the Employment Agreement shall remain in the full force and effect, and shall not be obviated or affected by this Amendment.

In the event of a conflict between the terms of this Amendment and the Employment Agreement, the terms of this Amendment shall govern.  All capitalized terms contained herein are, unless otherwise stated, as defined in the Agreement.

Now therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1.1 shall be amended to read:

1.1 The Company hereby enters into this Agreement with Executive, and Executive hereby accepts employment under the terms and conditions set forth in this Agreement for a period of three years thereafter (the “Employment Period”); provided, however, that the Employment Period may be terminated earlier as provided herein.  The Employment Period shall be automatically extended for additional one-year periods unless either party notifies the other in writing six months before the end of the anniversary year to elect not to so extend the Employment Period or by mutual agreement of the parties.

Section 3.1 shall be amended to read as follows:

3.1 The Company shall pay, effective July 1, 2013, an increase in base salary of 20%, to One Hundred Eighty Thousand One Hundred Eighty Dollars ($180,180) per year (the "Base Salary"), payable in accordance with the Company policy.  Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year.  Executive will be eligible for bonuses from time to time as determined by the Board.

Section 3.10 shall be modified to read as follows:

3.10  Executive shall be granted ten thousand shares (10,000) of common stock to vest in equal 25% tranches (2,500) upon the conclusion of each quarter of service.  The shares are granted from the Company’s 2013 Equity Incentive Plan.  The Shares shall be granted in tranches of 2,500 shares on October 1, 2014; the next 2,500 on January 1, 2015; the next 2,500 on April 1, 2015 and the final 2,500 shares on July 1, 2015.

(ii)           Continuation of Executive's annual Base Salary, in effect at the time of termination, for a period of twenty four (24) months after the termination date subject to standard deductions and withholding;

 

(iii)          Continuation of Executive's medical, disability and other benefits for a period for  twenty-four (24) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation; and,

By:  /s/ Najeeb Ghauri	By:  /s/ Roger K. Almond
Najeeb Ghauri	Roger K. Almond
Chief Executive Officer	Chief Financial Officer