Letter Agreement



 Exhibit 10.31 
 December 31, 2008 
 Mr. Robert Pryor 
 1800 Glenwick Drive 
 Plano, Texas 75075 

Dear Bob: 
 We are pleased to enter into this
letter agreement (the “Agreement”) with you proscribing the terms and conditions of your employment with Genpact US Holdings, Inc. (the “Company”). This Agreement supplements your Offer Letter from the Company dated
December 31, 2008 (the “Offer Letter”). 
  

	1.	Term. Your employment and this Agreement shall commence on or about January 15, 2009 and will continue until terminated in accordance with Section 7
(the “Term”). 

  

	2.	Duties and Title. You will serve as Executive Vice President, Global Sales and Marketing for the Company and will devote your full employable time, attention and
best efforts to the business affairs of the Company (except during vacations or illness). You shall not, directly or indirectly, engage in any other business or professional activity (whether or not such activity is pursued for gain, profit or other
pecuniary advantage and whether or not during normal business hours) or have any interest in any such other business or professional activity. Notwithstanding the foregoing, you may invest in any business, provided that (i) the investment is
passive, (i.e., you are not required to, and in fact do not, provide any services on behalf of such business) and (ii) the business invested in is not competitive with any aspect of the Company or any of its Affiliates as determined by the
Company’s Board of Directors in its sole discretion, except that the limitation imposed by this clause (ii) shall not apply to investment in the securities of a publicly traded company as long as you do not own at any time one percent or
more of any class of the securities of such company. 

  

	3.	Base Salary. You will receive an annual gross base salary (the “Base Salary”) of not less than $500,000 payable in accordance with the customary
payroll practices of the Company for salaried employees. 

  

	4.	 Bonus. You will be eligible to receive an annual discretionary bonus (the “Bonus”) for each full or partial fiscal year of the
Company ending during the Term based on individual goals and objectives and the Company’s attainment of performance targets established by the Compensation Committee of the Board of Directors of Genpact Limited, a Bermuda company (the
“Committee”) for each fiscal year. The bonus is not guaranteed. The current fiscal year is the calendar year. Your target bonus for 2009 and every year you are employed by the Company thereafter is $500,000. If the Company lowers
the target amount for the bonus to below $500,000, this act will be considered a termination without cause by the Company. The Bonus will be paid to you when annual bonuses are typically paid to other senior executives of the Company, but in all
events by March 15th of the year following the year
to which the Bonus relates. You have to be an employee of Genpact at the time bonuses are paid to be eligible to receive the Bonus. 










	5.	Equity Compensation. You will be granted stock options to purchase 320,000 common shares of Genpact Limited (the “Options”). The Options will be
subject to the terms and conditions of the Genpact Limited 2007 Omnibus Incentive Compensation Plan and a share award agreement which will evidence such grant. The exercise price of the Options will be the closing price of a common share of Genpact
Limited on the date of grant. You will also be granted 175,000 restricted stock units (“RSUs”). The RSUs will be subject to the terms and conditions of the Genpact Limited 2007 Omnibus Incentive Compensation Plan and an RSU award
agreement which will evidence such grant. 

  

	6.	Benefits. You will be entitled to participate in employee benefit plans and perquisite and fringe benefit programs on a basis no less favorable than those
benefits and perquisites provided from time to time to the Company’s other US based senior executives including but not limited to, eligibility for 25 days of Paid Time Off annually. Carry-over from year to year for Paid Time Off shall be
subject to the terms and conditions of the Company Paid Time Off policy. 

  

	7.	Termination; Non-Compete. Your employment with the Company may be terminated pursuant to this Section 7. In addition to the payments provided in this
Section 7, following any termination, you will be entitled to all other benefits, if any, due you in accordance with the plans, policies and practices of the Company but you will not at any time participate in any severance plan, policy or
program of the Company. 

 (a) Death or Disability. Upon your death during the Term, your
estate will be entitled to receive any unpaid Base Salary through the date of your death and any earned but unpaid Bonus. If during the Term, the Company determines that you are unable, due to physical or mental incapacity, to substantially perform
your duties and responsibilities to the Company for a period of 180 consecutive days, the Company may terminate your employment on account of “Disability.” If you are terminated by the Company on account of your Disability you will be
entitled to receive your Base Salary through the date of termination and any earned but unpaid Bonus. 
 (b)
Termination for Cause. The Company may terminate your employment for “Cause” as defined below. If the Company terminates you for Cause you will be entitled to any Base Salary you have earned but that has not yet been paid to
you on the date of termination. If you are terminated for Cause, you will not be entitled to any Bonus. If you are terminated for Cause you agree that for one year following your termination, you will not engage in or carry on, directly or
indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant for or on behalf of any of the entities listed on the competitor list attached as Exhibit A. On
and following January 1, 2012, the terms of Exhibit A will be reevaluated and if necessary, re-defined by mutual agreement between you and the Company. 
 For purposes of this Agreement, “Cause” means: (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, disloyalty,

  

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fraud or misrepresentation 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; (D) 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; and (E) Participant’s insubordination in failing to follow the express instructions of the
Company’s Board of Directors. 
 For purposes of this Agreement, “Affiliate” means (a) any entity
that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee. 
 (c) Termination by the Company Without Cause. The Company may terminate your employment without Cause (and other than
for death or Disability). 
 (i) If you are terminated by the Company without Cause you will be entitled to
severance following your termination to 75% of your Base Salary, as in effect on the date of your termination. Such severance payment will be paid in a lump sum within 30 days of your date of termination. You will also be entitled to any earned but
unpaid Base Salary through the date of termination. 
 (ii) If you are terminated by the Company without cause
and you elect to continue to receive health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay you an amount equal to your COBRA premiums through the earlier of: (aa) the date you
secure new employment; or (bb) nine months from your date of termination. 
 (d) Termination By You. If
you terminate your employment for any reason (e.g. resignation or retirement), you will be entitled to any Base Salary you have earned but that has not yet been paid to you as of your termination date. Following such a termination and for twelve
months thereafter, you agree that you will not engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any of the entities
listed on the competitor list attached as Exhibit A. 
 (e) In General. You will have no duty to
mitigate damages by seeking other employment following your termination and, should you actually receive compensation from any such other employment, the payments required by this Agreement will not be reduced or offset by any other compensation.

  

	8.	 Non-Solicitation. By signing this Agreement you also agree that for twenty-four months following your termination of employment you will not
(i) directly or indirectly solicit any person who is on the date of your termination an employee or independent contractor of the Company or any Affiliate of the Company, (ii) attempt to influence, persuade or induce, or assist any other
person in so influencing, persuading or inducing, any entity that is on the date of your termination a client or customer of the Company or any Affiliate of the Company to



  

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give up or not commence, a business relationship with the Company or (iii) directly or indirectly solicit for business or corporate opportunity any entity that is on the date of your
termination a client or customer of the Company or any Affiliate of the Company. 


  

	9.	Other Provisions. 

 (a) Nondisparagement. By signing this Agreement, you also agree that if your employment with the Company terminates for any reason, you shall not defame, disparage or criticize Genpact Limited or any of its Affiliates or subsidiaries
(collectively, the “Company Group”), or any of the Company Group’s products, services, finances, financial condition, capabilities or other aspect of or any of their business, or any former or existing managers, directors,
officers or agents of, or contracting parties with, any member of the Company Group in any medium to any person without limitation in time. Notwithstanding this provision, you may confer in confidence with your legal representatives and make
truthful statements as required by law. 
 (b) Confidential Information. By signing this Agreement, you
also acknowledge and agree that the Company Group has a legitimate and continuing proprietary interest in the protection of its confidential information and that it has invested substantial sums and will continue to invest substantial sums to
develop, maintain and protect such confidential information. Accordingly, during the Term and at all times thereafter, you may not, except with the written consent of the Company or in connection with carrying out your duties or responsibilities to
the Company, furnish or make accessible to anyone or use for your own benefit any trade secrets, confidential or proprietary information of the Company Group, including its business plans, marketing plans, strategies, systems, programs, methods,
employee lists, computer programs, insurance profiles and client lists; provided, that such protected information shall not include information known to the public or otherwise in the public domain without you violating your obligations under
this Section 10(b). You may however, disclose confidential information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any
administrative body or legislative body (including a committee thereof) with jurisdiction to order you to divulge, disclose or make accessible such information. 
 (c) Property of the Company. By signing this Agreement you also acknowledge and agree that all memoranda, notes,
lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media, made or compiled by you or on your behalf in the course of your employment, or made available to you
in the course of your employment, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding your personal effects, Rolodexes and similar items, are the property of the Company, and shall, except
as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of your employment with the Company for any reason or at any other time upon request. 
  

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 In addition, all discoveries, inventions, ideas, technology, formulas, designs, software,
programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by you during the Term alone or with others, whether or not subject
to patent, copyright or other protection and whether or not reduced to tangible form, at any time during the Term (“Developments”), are the sole and exclusive property of the Company. You agree to, and hereby do, assign to the
Company, without any further consideration, all of your right, title and interest throughout the world in and to all Developments. You agree that all such Developments that are copyrightable may constitute works made for hire under the copyright
laws of the United States and, as such, acknowledge that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and
you hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights you may have in any such Development to the extent that it might not be considered a work made for hire.
You must make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request. 

(d) Enforcement. By signing this Agreement you also agree that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Sections 7 (related to non-competition), Section 8 (non-solicitation) and Sections 9(b) and 9(c) (Confidentiality and Company Property) would be inadequate and, in recognition of this fact, you
agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then be available, provided that any such equitable remedy is no more restrictive in duration and/or scope than the restrictions imposed by the Agreement. You also acknowledge
that you understand that certain provisions of Section 7 may limit your ability to earn a livelihood but nevertheless agree and acknowledge that (i) such provisions do not impose a greater restraint than is necessary to protect the
goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such
provisions are not unduly burdensome to you, and (v) the consideration provided hereunder is sufficient to compensate you for the restrictions contained in Section 7. In consideration of the foregoing and in light of your education, skills
and abilities, you agree that you will not assert that, and it should not be considered that, any provisions of this Agreement otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and
agreed that although you and the Company consider the restrictions contained in this Agreement to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained
in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not affect the enforceability of any of the other restrictions contained herein. 
  

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 (e) Amendment Etc. Both you and the Company agree and understand that
no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by you and an officer of the Company. No waiver by either you or the Company at any time of any
breach, or compliance with, any condition or provision of this Agreement to be performed will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and
inure to the benefit of the successors and assigns of the Company. 
 (f) Withholding Taxes. The Company
shall be entitled to withhold from any payment due to you hereunder any amounts required to be withheld by applicable tax laws or regulations. 
 (g) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY
PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND
YOU AND THE COMPANY HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK COUNTY, NEW YORK. YOU AND THE COMPANY HEREBY WAIVE THE RIGHT TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

 (h) JURY TRIAL WAIVER. YOU AND THE COMPANY EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN
THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT. 
 (i) Assignment. You may not assign your rights or interests under this Agreement. This Agreement may be assigned by the Company to an entity so long as such entity assumes in writing or by
operation of law, at the time of the assignment, the Company’s obligation to perform this Agreement. 
 (j)
Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect. 
  

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 (k) Headings. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. 
 (l)
Entire Agreement. This Agreement, together with your Offer Letter, sets forth the entire agreement of you and the Company in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein. 
 We
look forward to working with you. Please acknowledge your agreement with the terms of this Agreement, but signing where indicated. 

			
	Sincerely,
	
	GENPACT US HOLDINGS, INC
		
	By:	 	/s/ Piyush Mehta
		
	Name:	 	Piyush Mehta
		
	Title:	 	SVP–HR


 Agreed and Accepted: 
  

			
		
	By:	 	/s/ Robert Pryor
		 	Robert Pryor
		
	Date:	 	January 6, 2009

 Genpact 
 40 Old Ridgebury Road, 3rd Floor 
 Danbury CT, 06810 USA 
  

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 Exhibit A 
 List of Competitors 
 Accenture Ltd. 
 Cognizant Technologies Solutions Corporation 
 HCL
Technologies Limited 
 International Business Machines Corp. 
 Wipro Ltd. 
  

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