Exhibit
10.21


 


EXECUTION COPY


INDEMNITY AGREEMENT


This Indemnification Agreement (“Agreement”) is made as of ____________,
2007, by and between Genpact Limited, an exempted limited company organized
under the laws of Bermuda (“Company”) and ____________________ (“Indemnitee”).


RECITALS


WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance and/or adequate indemnification
against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of such corporations;


WHEREAS, the Amended and Restated Memorandum of Association (the “Charter”)
and Amended and Restated Bye-laws (the “Bye-laws”) of the Company provide for
indemnification of the officers and directors of the Company, and Indemnitee
may also be entitled to indemnification pursuant to the Companies Act 1981
(Bermuda) as amended (“BCA”);


WHEREAS, the Board of Directors of the Company (the “Board”) has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities;


WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons;


WHEREAS, the Board has determined that the increased difficulty in attracting
and retaining such persons is detrimental to the best interests of the Company
and its stockholders and that the Company should act to assure such persons
that there will be increased certainty of such protection in the future;


WHEREAS, it is reasonable, prudent, necessary and in the best interests
of the Company contractually to obligate itself to indemnify, and to advance
expenses on behalf of, such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;


WHEREAS, this Agreement is a supplement to and in furtherance of the Charter
and Bye-Laws of the Company and any resolutions adopted pursuant thereto and
any liability insurance, and shall not be deemed a substitute therefor, nor to
diminish or abrogate any rights of Indemnitee thereunder;


WHEREAS, Indemnitee does not regard the
protection available under the Company’s Charter, Bye-Laws and insurance as
adequate in the present circumstances, and may not be willing to serve as an
officer or director without adequate protection, and the Company desires
Indemnitee to serve in such capacity, Indemnitee is willing to serve, continue
to serve and to take on additional service for or on behalf of the Company on
the condition that he be so indemnified;


 

















NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


1.             Services to the Company.  Indemnitee will serve or continue to serve, at
the will of the Company, as an officer, director or key employee of the Company
for so long as Indemnitee is duly elected or appointed or until Indemnitee
tenders his resignation or is otherwise removed as an officer, director or key
employee; however, this Agreement shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the
parties, if any.


2.             Definitions.  As used in this Agreement


(a)  “Change of Control”
shall mean the occurrence of any of the following events, not including any
events occurring prior to or in connection with the initial public offering of
shares (including the occurrence of such initial public offering):


(i)                           during any
period of 24 consecutive months, individuals who were members of the board of
directors at the beginning of such period (the “Incumbent Directors”)
cease at any time during such period for any reason to constitute at least a
majority of the board of directors; provided, however, that
(A) any individual becoming a director subsequent to the beginning of such
period whose appointment or election, or nomination for election, by the
Company’s shareholders was approved by a vote of at least a majority of the
Incumbent Directors shall be considered as though such individual were an
Incumbent Director, but excluding, for purposes of this proviso, any such
individual whose initial assumption of office occurs pursuant to an actual or
threatened proxy contest with respect to election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf
of any “person” (as such term is used in Section 13(d) of the Exchange Act),
other than the board of directors or any Specified Shareholder and (B) any
individual becoming a director subsequent to the beginning of such period whose
appointment or election, or nomination for election, was made by any of the
Specified Shareholders shall be considered as though such individual were an
Incumbent Director;


(ii)                        the
consummation of (A) an amalgamation, consolidation, statutory share exchange,
reorganization, recapitalization, tender offer or similar form of corporate
transaction involving (x) the Company or (y) any of its subsidiaries, but in
the case of this clause (y) only if Company Voting Securities (as defined
below) are issued or issuable in connection with such transaction (each of the
transactions referred to in this clause (A), being hereinafter referred to as a
“Reorganization”) or (B) a sale or other disposition of all or
substantially all the assets of the Company (a “Sale”), unless,
immediately following such 


 


 


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                                      Reorganization
or Sale, (1) all or substantially all the individuals and entities who were the
“beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange
Act (or a successor rule thereto))  of
the Company’s common shares or other securities eligible to vote for the
election of the board of directors outstanding immediately prior to the
consummation of such Reorganization or Sale (such securities, the “Company
Voting Securities”) beneficially own, directly or indirectly, more than 50%
of the combined voting power of the then outstanding voting securities of the
corporation or other entity resulting from such Reorganization or Sale
(including a corporation or other entity that, as a result of such transaction,
owns the Company or all or substantially all the Company’s assets either
directly or through one or more subsidiaries) (the “Continuing Entity”)
in substantially the same proportions as their ownership, immediately prior to
the consummation of such Reorganization or Sale, of the outstanding Company
Voting Securities (excluding any outstanding voting securities of the
Continuing Entity that such beneficial owners hold immediately following the
consummation of such Reorganization or Sale as a result of their ownership
prior to such consummation of voting securities of any corporation or other
entity involved in or forming part of such Reorganization or Sale other than
the Company or a subsidiary), (2) no Person (excluding (X) any employee benefit
plan (or related trust) sponsored or maintained by the Continuing Entity or any
corporation or other entity controlled by the Continuing Entity and (Y) any
Specified Shareholder) beneficially owns, directly or indirectly, 25% or more
of the combined voting power of the then outstanding voting securities of the
Continuing Entity and (3) at least a majority of the members of the board of
directors or other governing body of the Continuing Entity were Incumbent
Directors at the time of the execution of the definitive agreement providing
for such Reorganization or Sale or, in the absence of such an agreement, at the
time at which approval of the board of directors was obtained for such
Reorganization or Sale;


(iii)                     the
shareholders of the Company approve a voluntary plan of liquidation, winding up
or dissolution of the Company, unless such liquidation, winding up  or dissolution is part of a transaction or
series of transactions described in paragraph (ii) above that does not
otherwise constitute a Change of Control;
 or


(iv)                    any Person,
corporation or other entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) other than any Specified Shareholder becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing a percentage of the combined voting power of the Company Voting
Securities that is equal to or greater than 25%; provided, however,
that for purposes of this subparagraph (iv) (and not for purposes of subparagraphs (i)
through (iii) above), the following acquisitions shall not constitute a Change
of 


 


 


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                                      Control:  (A) any acquisition by the Company or any subsidiary,
(B) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any subsidiary, (C) any acquisition by an
underwriter temporarily holding such Company Voting Securities pursuant to an
offering of such securities, (D) any acquisition pursuant to a Reorganization
or Sale that does not constitute a Change of Control for purposes of
subparagraph (ii) above or (E) any acquisition directly from the Company.


(b)  “Company” means Genpact Limited and its successors, and shall
include, in the case of any merger, amalgamation or consolidation, in addition
to the resulting corporation and surviving corporation, any constituent
corporation (including any constituent of a constituent) absorbed in such
consolidation, amalgamation or merger which, if its separate existence had continued, would have had power and authority to
indemnify its  directors, officers,
employees, trustees, fiduciaries or agents, so that if Indemnitee is or
was a director, officer, employee, trustee, fiduciary or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer,
employee, trustee, fiduciary or agent of another corporation, partnership,
joint venture, trust, employee benefit
program or other enterprise, Indemnitee shall stand  in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.


(c)  “Corporate Status” describes
the status of a person who is or was a director, officer, employee, agent,
trustee or fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person is
or was serving at the request of the Company.


(d)  “Disinterested Director”
means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


(e)  “Enterprise” means the
Company and any other company, corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, employee, agent, trustee
or fiduciary.


(f)  “Expenses” means all
retainers, court costs, transcript costs, fees of experts, witness fees,
private investigators, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees, reasonable
attorneys’ fees, and all other disbursements or expenses of the types customarily
and properly incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a
Proceeding or in connection with seeking indemnification under this Agreement.  Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other appeal



 


 


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bond or its equivalent. 
Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


(g)  “Independent Counsel” means
a law firm, or a member of a law firm, that is experienced in matters of
relevant corporation law and neither presently is, nor in the past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


(h)  “Losses” means all loss,
liability, judgments, damages, amounts paid in settlement, fines, penalties,
interest, assessments, other charges or, with respect to an employee benefit
plan, excise taxes or penalties assessed with respect thereto.


(i)  References to “other
enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect
to any employee benefit plan; references to “serving at the request of
the Company” shall include any service as a
director, officer, employee, trustee, fiduciary or agent of the Company which
imposes duties on, or involves services by, such director, officer, employee,
trustee, fiduciary or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner not opposed to the best
interests of the Company and not in “bad faith” as referred to under applicable
law.


(j)  “Person” means an
individual, entity, partnership, limited liability company, corporation,
association, joint stock company, trust, joint venture, unincorporated organization, and a governmental entity or any
department agency or political subdivision thereof.


(k)  The term “Proceeding” shall
include any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, including any and all appeals,
whether brought in the right of the Company or otherwise and whether of a
civil, criminal, administrative or investigative nature and whether formal or
informal, in which Indemnitee was, is or will be involved as a party or
otherwise by reason of or relating to the fact that Indemnitee is or was a
director, officer, employee, agent, trustee
or fiduciary of the Company, by reason of or relating to any action taken by
him or of any action on his part while acting as director, officer, employee,
agent, trustee or fiduciary of the Company, or by reason of the fact that he is
or was serving at the request of the Company as a director, officer, employee,
agent, trustee or fiduciary of another Enterprise, in each case whether or not
serving in such capacity at the time any Loss or Expense is incurred for which
indemnification, reimbursement, or advancement 


 


 


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of
Expenses can be provided under this Agreement, including one initiated by an
Indemnitee to enforce his rights under this Agreement.


(l)  “Specified Shareholder”
means each of General Atlantic Partners (Bermuda) L.P., Oak Hill Capital
Partners (Bermuda) L.P., GE Capital (Mauritius) Holdings Limited, any
entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under the common control of any one or more of
the foregoing and any successor entity to any one or more of the foregoing.


(m)  For purposes of Sections 3
and 4, the meaning of the phrase “to the fullest extent permitted by law” shall
include, but not be limited to:


A.                                   to the fullest
extent permitted by the BCA, and


B.                                     to the fullest
extent authorized or permitted by any amendments to or replacements of the BCA
adopted after the date of this Agreement that increase the extent to which a
corporation may indemnify its officers, directors, employees, agents, trustees,
fiduciaries and other persons acting or serving at the Company’s request.


3.             Indemnity in Third-Party Proceedings.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee was or is, or
was or is threatened to be made, a party to
or a witness or participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee shall
be indemnified against all Expenses and Losses to the fullest extent permitted by
law.


4.             Indemnity in Proceedings by or in the Right of the
Company.  The Company shall
indemnify Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee was or is, or was or is
threatened to be made, a party to or a participant in any Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee shall
be indemnified against all Expenses and
Losses actually and reasonably incurred or suffered by him or on his
behalf in connection with such Proceeding or any claim, issue or matter therein
to the fullest extent permitted by law.  No
indemnification for Expenses or Losses shall be made under this Section 4 in
respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the
extent that a court of appropriate jurisdiction shall determine upon application that, despite the adjudication
of liability but in view of all the relevant circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification, but any such
indemnification shall be limited to Expenses.


5.             Indemnification for Expenses of a Party Who is Wholly
or Partly Successful.  Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee was or is
a party to (or a participant in) and is successful, on the merits or otherwise,
in defense of any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith.  If  Indemnitee
is not wholly successful in such Proceeding but is successful, 


 


 


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on the merits or otherwise,  as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall  indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf  in connection with each
successfully resolved claim, issue or matter and any claim, issue or matter
related to any claim, issue, or matter on
which Indemnitee was successful.  For
purposes of this  Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by  dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


6.             Indemnification For Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


7.             Exclusions.  Notwithstanding any provision in this
Agreement, the Company shall not be
obligated under this Agreement to make any indemnity in connection with any
claim made against Indemnitee:


(a)  for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or
other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other
indemnity provision; or


(b)  for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or similar provisions of state statutory law or common law; or


(c)  in connection with any Proceeding (or any part of any Proceeding)
initiated or  brought voluntarily by
Indemnitee prior to a Change of Control against the Company or  its directors, officers, employees or other
indemnitees, unless (i) the Board of the Company authorized the
Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides indemnification, in its
sole discretion, pursuant to the powers vested in the Company under
applicable law.


8.             Advances of Expenses.  Notwithstanding any provision of this Agreement
to the contrary, the Company shall advance the Expenses reasonably incurred by
Indemnitee in connection with any Proceeding for which indemnification is or
may be available pursuant to this Agreement within 20 days after the receipt by
the Company of a statement or statements requesting such advances from time to
time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest free.  Advances shall be made to the fullest extent
permitted by applicable law and without requiring
a preliminary determination of Indemnitee’s ultimate entitlement to
indemnification under the  other
provisions of this Agreement.  Advances
shall include any and all Expenses incurred pursuing an action to
enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed.  Indemnitee shall qualify for advances solely
upon the execution and delivery to the Company of (a) a written
affirmation by Indemnitee of Indemnitee’s good faith belief that the standard
of conduct necessary for indemnification by the Company as authorized by law
and by this Agreement has been met and (b) a written 


 


 


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undertaking
by or on behalf of Indemnitee to repay any Expenses advanced if it shall
ultimately be determined that such standard of conduct has not been met.


9.             Selection of Counsel.  In the event the Company is obligated under
Section 8 hereof to pay, and pays the
Expenses of any Proceeding against Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such Proceeding, with counsel
approved by Indemnitee, which approval shall
not be unreasonably withheld, upon the delivery to Indemnitee of written notice
of its election so to do.  After delivery
of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under  this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee
shall have the right to employ his counsel in any such Proceeding at Indemnitee’s
expense; and (ii) if (A) the employment of counsel by Indemnitee has
been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a
conflict of interest between the Company and Indemnitee in the conduct of any
such  defense or (C) the Company
shall not, in fact, have employed counsel approved by Indemnitee to assume
the defense of such Proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company.


10.           Procedure for Notification and Defense of Claim.


(a)  Indemnitee shall, as a
condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing
as soon as practicable of any claim made against Indemmitee for which
indemnification will or could be sought under this Agreement; provided, however,
that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless,
and then only to the extent that, such delay is materially prejudicial
to the defense of such claim.  The
omission to notify the Company will not relieve the Company from any liability
for indemnification which it may have to
Indemnitee otherwise under this Agreement. 
The Secretary of the Company shall, promptly upon receipt of such
a request for indemnification, advise the Board in writing that Indemnitee has
requested indemnification.


(b)  The Company will be entitled
to participate in any Proceeding at its own expense.


11.           Procedure Upon Application for Indemnification.


(a)  Upon written request by
Indemnitee for indemnification pursuant to the first sentence of Section 10(a),
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case: (i) if a Change of
Control shall have occurred, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
of Control shall not have occurred, (A) by the Board by a majority vote of a
quorum consisting of Disinterested Directors, (B) if such a quorum cannot be
obtained then by a majority vote of a committee of the Board consisting solely
of Disinterested Directors designated by a majority vote of the Board in which
directors who are parties to the Proceeding in respect of which indemnification
is sought may participate, (C) if a quorum of the Board 


 


 


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consisting
of Disinterested Directors is not obtainable, and if a majority vote of a
committee of the Board consisting solely of Disinterested Directors is not
obtainable, or, even if obtainable such quorum of Disinterested Directors, or
such committee, by a majority vote so directs, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee
or (D) if so directed by a majority of the members of the Board, by the
stockholders of the Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten
(10) days after such determination.  Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
costs or expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and
agrees to hold Indemnitee harmless therefrom.


(b)  In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant
to Section 11(a) hereof, the Independent Counsel shall be selected as provided
in this Section 11(b).  If a Change of
Control shall not have occurred, the Independent Counsel shall be selected by
the Board or a committee of the Board consisting solely of Disinterested
Directors, by the vote required by applicable law for the selection of
Independent Counsel, and the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected.  If a Change of Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board, in which event the
preceding sentence shall apply), subject to approval by the Board, or a
committee thereof consisting solely of Disinterested Directors, by the vote
required by applicable law for the selection of Independent Counsel, and
Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. 
Any such approval by the Board or a committee thereof consisting solely
of Disinterested Directors, will not be unreasonably withheld and by such
approval the Board or committee shall be deemed to have joined in such
selection.  In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such
written notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection
shall set forth with particularity the factual basis for such assertion.  Absent a proper and timely objection, the
person so selected (and, if a Change of Control shall have occurred, approved
by the Board or a committee thereof consisting solely of Disinterested
Directors) shall act as Independent Counsel. 
If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court has determined that such objection is without
merit.  If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to 


 


 


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Section 10(a)
hereof, no Independent Counsel shall have been selected (and, if a Change of
Control shall have occurred, approved by the Board or a committee thereof
consisting solely of Disinterested Directors) and not objected to, either the
Company or Indemnitee may petition a court of competent jurisdiction for
resolution of any failure by the Board or a committee thereof to approve
Indemnitee’s selection of Independent Counsel after a Change of Control shall
have occurred, or any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom
all failures to approve and objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 11(a) hereof.  Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then
prevailing).


12.           Presumptions and Effect of Certain Proceedings.


(a)  In making a determination with
respect to entitlement to indemnification hereunder, the person or persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.  Neither the failure of the Company (including
by its directors or independent legal counsel) to have made a determination prior
to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the
applicable standard of conduct, nor an actual determination by the Company
(including by its directors or independent legal counsel) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of
conduct.


(b)  If the person, persons or
entity empowered or selected under Section 11 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not have made a
determination within sixty (60) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification or
(ii) a prohibition of such indemnification under applicable law; provided,
however, that such 60-day period may be extended for a reasonable time,
not to exceed an additional thirty (30) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 12(b) shall not apply if the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 11(a) of this Agreement.


 


 


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(c)  Termination.  The termination of any proceeding by
judgment, order or settlement does not create a presumption that Indemnitee did
not meet the requisite standard of conduct required under applicable law for
indemnification.


(d)  Actions of Others.  The knowledge and/or actions, or failure to
act, of any director, officer, agent, trustee, fiduciary or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.


13.           Remedies of Indemnitee.


(a)  In the event that (i) a
determination is made pursuant to Section 11 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 11(a) of this Agreement within sixty (60) days after receipt by the
Company of the request for indemnification, or (iv) payment of indemnification
is not made pursuant to Section 3, 4, 5, 6 or the last sentence of Section
11(a) of this Agreement within ten (10) days after receipt by the Company of a
written request therefor, or, if a determination is required by law, within ten
(10) days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication (or, in the
case of clause (i), to seek an adjudication) in an appropriate court of the
State of New York or in any other court of competent jurisdiction of his
entitlement to such indemnification or advancement of Expenses; provided,
that nothing contained in this Section 13 shall be deemed to limit Indemnitee’s
rights under Section 12(b).  Alternatively,
Indemnitee, at his option, may seek an award in binding arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules
of the American Arbitration Association. 
The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


(b)  In the event that a
determination shall have been made pursuant to Section 11(a) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 13 shall be
conducted in all respects as a de  novo trial or arbitration on
the merits, and Indemnitee shall not be prejudiced by reason of that adverse
determination.  In any judicial
proceeding or arbitration commenced pursuant to this Section 13 the Company
shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be.


(c)  If a determination shall
have been made pursuant to Section 11(a) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding or arbitration commenced pursuant to this Section
13, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification or (ii) a
prohibition of such indemnification under applicable law.


 


 


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(d)  The Company shall be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to
this Section 13 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this
Agreement.  The Company shall indemnify
Indemnitee against any and all Expenses, and if requested by Indemnitee, shall
(within twenty (20) days after receipt by the Company of a written request
therefore) advance such expenses to Indemnitee, which are incurred by
Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement,
under the Company’s Charter and Bye-Laws as in effect from time to time or
under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


14.           Non-exclusivity; Survival of Rights; Insurance;
Subrogation.


(a)  The rights of
indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, Bye-Laws, any
agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this
Agreement or of any provision hereto shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.  To the extent that a change in Bermuda
law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Charter, Bye-Laws
and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.


(b)  The Company shall, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the directors, officers, employees,
trustees, fiduciaries and agents of the Company with coverage for losses from
wrongful acts, or to ensure the Company’s performance of its indemnification
obligations under this Agreement.  Among
other considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage.  To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors,
officers, employees, trustees, fiduciaries and agents of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage 


 


 


12





















available
for any such director, officer, employee, trustee, fiduciary or agent under
such policy or policies.  If, at the time
of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in
accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms
of such policies.


(c)  In the event of any payment
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee against other persons or
entities, and Indemnitee shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.


(d)  The Company shall not be
liable under this Agreement to make any payment of amounts otherwise
indemnifiable (or for which advancement is provided hereunder) hereunder if and
to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


(e)  The Company’s obligation to
indemnify or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, employee, trustee, fiduciary
or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.


15.           Settlement.


(a)  The Company shall have no
obligation to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding by Indemnitee effected without the Company’s prior
written consent.


(b)  The Company shall not,
without the prior written consent of Indemnitee, consent to the entry of any
judgment against Indemnitee or enter into any settlement or compromise which
(i) includes an admission of fault of Indemnitee, any non-monetary remedy
affecting or obligation of Indemnitee, or monetary Loss for which Indemnitee is
not indemnified hereunder or (ii) with respect to any Proceeding with respect
to which Indemnitee may be or is made a party, witness or participant or may be
or is otherwise entitled to seek indemnification hereunder, does not include,
as an unconditional term thereof, the full release of Indemnitee from all
liability in respect of such Proceeding, which release shall be in form and
substance reasonably satisfactory to Indemnitee.


(c)  Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement.


 


 


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16.           Duration of Agreement.  This Agreement shall continue until and
terminate upon the later of (a) ten (10) years after the date that
Indemnitee shall have ceased to serve as a director or officer of the Company
or as a director, officer, employee, trustee, fiduciary or agent of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee served at the request of the Company or (b) one
(1) year after the final termination of any Proceeding, including any and
all appeals, then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 13 of this Agreement relating
thereto.


17.           Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and his heirs, executors and administrators.


18.           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


19.           Enforcement.


(a)  The Company expressly
confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a
director or officer of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director or officer
of the Company.


(b)  This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject
matter hereof.


20.           Effectiveness of Agreement.  This Agreement shall be effective as of the
date set forth on the first page and may apply to acts or omissions of
Indemnitee which occurred prior to such date if Indemnitee was an officer,
director, employee, trustee, fiduciary or other agent of the Company, or was serving
at the request of the Company as a director, officer, employee, trustee,
fiduciary or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, at the time such act or omission
occurred.


 


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21.           Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
thereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions of this Agreement nor shall any waiver constitute a
continuing waiver.


22.           Notice by Indemnitee.  Indemnitee
agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.  The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation which it may have to
Indemnitee under this Agreement or otherwise.


23.           Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given (a) if delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed, or (b) mailed
by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:


(a)  If to Indemnitee, at the
address indicated on the signature page of this Agreement, or such other
address as Indemnitee shall provide to the Company.


(b)  If to the Company to


Genpact Limited

1251 Avenue of the Americas

New York, NY 10020

Attention: General Counsel


 


With a copy to:


 


Genpact Limited

Canon’s Court

22 Victoria Street

Hamilton HMEX

Bermuda

Attention: The Secretary


or to any other address as may have been furnished to Indemnitee by the
Company.


24.           Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for Losses and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (ii) the relative fault of the Company (and 


 


 


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its
directors, officers, employees, trustees, fiduciaries and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


25.           Applicable Law and Consent to Jurisdiction.  This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.


26.           Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


27.           Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.  The term including shall mean including
without limitation.


 


 


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IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the day and year first above written.




	
  GENPACT LIMITED

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
  A:Address:

  
					






 


 


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