Form of RSU Award Agreement



 Exhibit 10.32 
 GENPACT LIMITED 
 2007 OMNIBUS INCENTIVE COMPENSATION
PLAN 
 FORM OF RESTRICTED SHARE UNIT ISSUANCE AGREEMENT 
 THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of
[                    ] (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized
under the laws of Bermuda (the “Company”) and [                    ] (“Participant”). To the extent not defined
herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”). 
 R E C I T A L S: 
 WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and its shareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals to
participate in the long-term growth and financial success of the Company. 
 WHEREAS, the Committee has determined that it is in
the best interests of the Company and its shareholders to grant to Participant restricted share units under the Plan as provided for herein. 
 NOW, THEREFORE, for and in consideration of the premises and covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 
 1.      Grant of Restricted Share Units.    The Company hereby awards to Participant, as of the Award Date, an award (the “Award”) of restricted share units
under the Plan. Each restricted share unit represents the right to receive one Common Share on the vesting date of that unit. The number of Common Shares subject to the awarded restricted share units, the applicable vesting schedule for the
restricted share units and the underlying shares, the dates on which those vested shares shall be issued to Participant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement. 
 Number of Shares 
  

			
	Subject to Award:	  	[            ] Common Shares (the “Shares”)
		
	Vesting Schedule:	  	Participant shall vest with respect to [                    ] provided
that Participant remains in employment or service with the Company or an Affiliate through the [            ] anniversary of the Award Date. The Shares may vest on an accelerated
basis prior to these vesting dates in accordance with the provisions of Paragraph 3 of this Agreement.
		
	Issuance Dates:	  	Each Share in which Participant vests in accordance with the foregoing Vesting Schedule shall be issued on the date (the “Issuance Date”) on which that Share so
vests or as soon thereafter as administratively

  

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		  	practicable, but in no event later than the close of the calendar year in which such Issuance Date occurs or (if later) the fifteenth (15th) day of the third calendar month
following such Issuance Date. The issuance of the Shares shall be subject to the Company’s collection of any Applicable Taxes in accordance the procedures set forth in Paragraph 4 of this Agreement.

 2.      Limited Transferability.    Prior to actual receipt of the Shares which vest
and become issuable hereunder, Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred pursuant
to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make such a beneficiary designation at any time by filing the appropriate form
with the Committee or its designee. 
 3.      Cessation of Employment. 
 (a)       Except as otherwise provided in this Paragraph 3 or in Participant’s employment agreement,
should Participant cease employment or service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be immediately canceled with respect to those unvested Shares, and the number of restricted share units
will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those canceled units. 
 (b)       Should Participant’s employment or service be terminated by the Company other than for Cause prior to vesting in one or more Shares subject to this Award then
Participant shall vest in all the Shares at the time subject to this Award, and those vested Shares shall be issued to Participant, subject to the Company’s collection of the Applicable Taxes, on such date or as soon thereafter as
administratively practicable, but in no event later than the close of the calendar year in which such termination occurs or (if later) the fifteenth (15th) day of the third calendar month following such termination date. For purposes of this
Agreement, “Cause” shall mean “Cause” as defined in any employment or consulting agreement between Participant and the Company or an Affiliate in effect at the time of such termination or, in the absence of such an
employment or consulting agreement: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendere by Participant with respect to, a felony or any lesser crime involving moral turpitude or a material element of
which is fraud or dishonesty; (B) Participant’s willful dishonesty of a substantial nature towards the Company and any of its Affiliates; (C) Participant’s use of alcohol or drugs which materially interferes with the performance
of his duties to the Company and/or its Affiliates or which materially compromises the integrity and reputation of Participant or the Company and/or its Affiliates; or (E) Participant’s material, knowing and intentional failure to comply
with material applicable laws with respect to the execution of the Company’s and its Affiliates’ business operations. 
 4.      Issuance of Common Shares. 
 (a)       On
the Issuance Date or as soon thereafter as practicable, the Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the

  

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number of Common Shares underlying the restricted share units which vest under the Award on such date, subject, however, to the Company’s collection of any Applicable Taxes. 
 (b)       Any Applicable Taxes required to be withheld with respect to the issuance of the vested Shares shall
be paid through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time of such issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of those
taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required withholding obligations using the minimum statutory withholding rates. Notwithstanding the foregoing,
the Company may, in its sole discretion, require that such Applicable Taxes be paid through Participant’s delivery of his or her separate check payable to the Company in the amount of such taxes. 
 (c)       In no event will any fractional shares be issued. 
 (d)       The holder of this Award shall not have any shareholder rights, including voting or dividend rights,
with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance after the satisfaction of the Applicable Taxes. 
 5.      Compliance with Laws and Regulations.    The issuance of Shares pursuant to
the Award shall be subject to compliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may
postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of
Shares in order to be in compliance with applicable laws, rules and regulations. 
 6.      Successors and Assigns.    Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
Company and its successors and assigns and Participant and Participant’s assigns, beneficiaries, executors, administrators, heirs and successors. 
 7.      Notices.    All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: 
 if to the Company: 
 Genpact Limited 
 Canon’s Court 
 22 Victoria Street 
 Hamilton HM EX 
 Bermuda 
 Attn: Secretary 
 with a copy to: 
  

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 Genpact Process Solutions LLC 
 105 Madison Avenue 
 Second Floor 
 New York, NY 10016 
 Attn: Legal Department 
 if to Participant, at Participant’s last known address on file with the Company; 
 All such
notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being
deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 
 8.      Construction.    This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the
Plan. All decisions of the Committee with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award. 
 9.      Governing Law.    This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the
State of New York. Each Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in
connection with this Agreement or the Plan. 
 10.      Employment at
Will.    Except as may otherwise be set forth in Participant’s employment agreement, nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Company (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s
employment or service at any time for any reason, with or without cause. 
 11.      Signature
in Counterparts.    This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above. 
  

	
	GENPACT LIMITED
	
	Signature:                                      
                                         
    
	
	Name:                                      
                                         
           
	
	Title:                                      
                                         
             
	
	PARTICIPANT
	
	Signature:                                      
                                         
    
	
	Name:                                      
                                         
           
	
	Address:                                      
                                         
       


  

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