LETTER OF ENGAGEMENT

LETTER OF ENGAGEMENT

This letter outlines the terms and conditions relating to your employment with Caspian Services Inc., further detailed in the Employment Agreement attached hereto.
 

The number of mandatory stock options to be issued annually (on December 31 of each year following the first full year of employment) to Executive Employee shall be equal to the amount of the Executive Employee’s annual base salary divided by the closing market price of the Company’s common stock on the date of the grant. The exercise (or grant) price of the options shall be equal to the closing market price of the Company’s common stock on the date of such grant.
In lieu of any mandatory stock option grant to which the Executive Employee may become entitled under the provisions of the Employment Agreement, the Company may issue, in full or in part, a restricted stock grant, or cash payment or combination thereof as may be from time to time determined by the Compensation Committee or in the absence of a Compensation Committee by the Board of Directors.

If the Company, in its sole discretion, determines to issue a restricted stock grant in lieu of stock options, the Executive Employee shall be entitled to one share of restricted common stock for three stock options Executive Employee was entitled to receive in accordance with the formula described above.

All stock option/grant awards vest over 3 years, exercisable within 5 years of full vesting.

Yours sincerely,
For and behalf of Caspian Services Inc.
 

 
 

ACTIONS OF THE BOARD OF DIRECTORS OF CASPIAN SERVICES, INC.
BY UNANIMOUS WRITTEN CONSENT OF NOVEMBER 11, 2008

Page 3 of 16

Executive Employee Employment Agreement

This Executive Employee Employment Agreement, is entered into by and between Caspian Services Incorporated ("Company") incorporated under the laws of the state of Nevada on July 14, 1998 and Mr. Kerry Doyle ("Executive Employee"), the 15 ^th day of November 2008 (the "Effective Date").
 
WHEREAS, Company is desirous of employing the Executive Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive Employee is desirous of being engaged by the Company pursuant to such terms and conditions and for such consideration.
 
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and obligations contained herein, Company and Executive Employee agree as follows:

Absences

Compassionate Leave

Executive Employee

In case of death of a direct relative (spouse, child, parent or a brother or sister) of the Executive Employee, Compassionate Leave of up to seven days is granted. Remuneration continues
during this leave, and travel expenses (travel class as per vacation) for the Executive Employee to attend the funeral are reimbursed by Company.

Spouse

In case of the death of a direct relative (parent, or a brother or sister) of the Executive Employee’s spouse, travel expenses (travel class as per vacation) for the spouse to attend the funeral
are reimbursed by Company.

Medical Leave

Any absence from work arising from temporary incapacity due to an accident or illness is considered as medical leave.
Under this condition, the Executive Employee will receive:

• 100% of remuneration for a maximum period of six months from the day of interruption of work,

• 50% of remuneration for a maximum of six additional months.

In the event that employer liability insurance does not cover in full the above specified twelve month remuneration period, the Company will compensate the shortfall. After twelve months of continuous incapacity, the Company Insurance Plan, if any, becomes operative.

Successive periods of medical leave separated by less than six months and occurring within a twelve month period are added together and considered as one continuous period of incapacity.
 
If required and when applicable, in-country Company accommodation continues to be provided for the family. Vacation does not accrue during the absence from work.
A medical certificate is required as an evidence of the Executive Employee’s incapacity. The Company may require the Executive Employee to have a medical examination at any time.

Family Status

The Family Status of the Executive Employee is defined as "Married". This can be further categorized by the number of "Dependent Children", if any.
The Family Status is used in connection with policies and plans pertaining to housing, transportation, health care, educational assistance, and vacation travel.

Married Status

"Married Status" means the Executive Employee is partnered with Claire Holland, and the partner’s primary residence is at the place of assignment.

Dependent Children

A “Dependent Child” is defined as one who is unmarried, unemployed, in the legal custody of the Executive Employee, under nineteen years of age and who lives with the Executive Employee in a customary parent-child relationship.

In other cases, such as divorce or re-marriage, the Executive Employee is encouraged to expose his family situation to his/her Executive Employee Motivation Manager who will consider each case on
its own merits.

In all cases, documentary evidence, such as birth certificates, legal custody agreements, proof of alimony payments, etc., are necessary for reimbursement of any expenses.
 

Children’s Educational Assistance

Eligibility

The Company participates in schooling expenses under the following conditions:
Reimbursement applies to children in the legal custody of Executive Employees under Married Status assigned outside their country of origin.
Reimbursement applies to Dependent Children. It covers that part of the school year following the child's third birthday and is extended until the end of the school year in which the child reaches eighteen.

Educational Assistance

Two cases are considered depending on the availability and the quality of the local schooling and the age of the child:
1: Schooling facilities available and deemed adequate by Executive Employee at place of assignment.
 

The Executive Employee's child is expected to attend these schools and the Company will reimburse full (100%) all tuition and registration fees. Not reimbursable are schoolbooks, school insurance, uniforms and transportation costs.
 
2 : Schooling facilities not available or deemed inadequate at place of assignment by Executive Employee.
Executive Employee is authorized to send his/her children outside the place of assignment. In that instance, he/she will be reimbursed as per below:
 

- Eighty percent (80%) of the cost of tuition and registration fees. Not reimbursable are school insurance, uniforms, schoolbooks the indirect school expenses (room and board).
 

- one round-trip airfare, per calendar year, per child, at the most economic rate, between the school and the Executive Employee's place of assignment, provided the trip is actually taken. This trip is in addition to the travel entitlement under "vacation" policy.
 

Housing and Transportation

The Company provides an allowance to Executive Employee to secure suitable and appropriate accommodation for the Executive Employee and his/her immediate family. The allowance will not exceed $6,000 per month and be fully inclusive: utilities, satellite TV, domestic staff, inter alia.

The allowance will be reviewed by Company and Executive Employee for appropriateness as and when the housing rental market or assignment location changes.
 

Company will provide a dedicated driver and suitable vehicle for the term of employment.

Remuneration

Currency of Payment

The salary for Executive Employee is expressed, and paid as below, in US dollars through a dollar transfer according to the Executive Employee's written instructions.
 

Salary is US $24,000.00 (twenty four thousand) per month, equating to $288,000 (two hundred and eighty eight thousand) per annum, effective November 15 ^th 2008.
 
This amount is NET. The Republic of Kazakhstan (excludes any home base taxes or social payments) income and social taxes will be paid by the Company.
 

Executive Employee's base salary may thereafter be increased from time to time with the approval of the Board of Directors or its delegate, as applicable. Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Executive Employee .

Feeding and accommodation costs whilst on work assignment outside place of assignment will be borne by the Company.

While employed by Company, Executive Employee shall be allowed to participate, on the same basis generally as other employees of Company, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Company to all or substantially all of Company's similarly situated employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non-qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the terms and conditions of such benefit plans and programs. While employed by Company, Executive Employee shall be eligible to receive awards under any plan provided, however, that the foregoing shall not be construed as a guarantee with respect to the type, amount or frequency of such awards, if any, such decisions being solely within the discretion of the Company or its delegate, as applicable.

Health Care Plan

BUPA International or equivalent.
 
The Health Care Plan covers the Executive Employees and their spouses, partners and dependent children. The Company pays the full cost of the program.
 
The Plan provides comprehensive medical, dental, and