ExlService Holdings, Inc. 2006 Omnibus India Subplan



 Exhibit 10.21 
 ExlService Holdings, Inc. 
 2006 OMNIBUS INDIA SUB PLAN 1 
 1. Purpose 
 (a) This Sub Plan is
established as a sub plan of the ExlService Holdings, Inc. 2006 Omnibus Award Plan (the “Plan”), as of the Effective Date, subject to the shareholder and Indian Subsidiary approval requirements set forth in Section 3. This Sub
Plan is established and shall be maintained in accordance with all terms and conditions of the Plan, except to the extent specifically provided otherwise herein. Capitalized terms used in the Sub Plan and not otherwise defined shall have the same
meanings as such terms are given in the Plan. 
 (b) The purpose of the Sub Plan is to provide a means through which the Indian Subsidiaries
may attract able persons to enter and remain in the employ of the Indian Subsidiaries and to provide a means whereby employees and directors of the Indian Subsidiaries can acquire and maintain Common Stock ownership, or be paid incentive
compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Indian Subsidiaries and promoting an identity of interest between stockholders and these persons. 
 (c) This is a sub plan of the Plan (“Sub Plan”) that permits offerings of grants to employees and directors of Indian Subsidiaries. The
Sub Plan shall be a separate and independent plan from the Plan, but the total number of shares of Stock authorized to be issued under the Plan applies in the aggregate to both the Plan and the Sub Plans. 
 (d) So that the appropriate incentive can be provided, the Sub Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Phantom Stock Awards, Stock Bonuses and Performance Compensation Awards, or any combination or variation of the foregoing. 
 2. Definitions 
 The following
definitions shall be applicable throughout the Sub Plan. 
 (a) “Act” means the Indian Income Tax Act, 1961 as amended, and
any applicable regulations or notifications promulgated thereunder. 
 (b) “Award” means, individually or collectively, any
Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Phantom Stock Award, Stock Bonus or Performance Compensation Award granted under the Sub Plan. 
 (c) “Board” means the Board of Directors of the Company. 







 (d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan
to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section. 
 (e) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. Unless the Board is acting
as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall
fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan. 
 (f) “Company” means ExlService Holdings, Inc. and any successor thereto. 
 (g)
“Effective Date” means June 24, 2006. 
 (h) “Fair Market Value”, on a given date, means (i) if the
Stock is listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no
such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market on a last sale basis, the average between
the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities
exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock with reference to the annual accounts of the Company for the immediately
preceding three years and the price at which shares of the Company’s outstanding capital stock have been previously issued by the Company. 
 (i) “FEMA” means the Indian Foreign Exchange Management Act, 1999 as amended, and the rules and regulations promulgated thereunder. 
 (j) “Guidelines” means the Employee Stock Option Guidelines issued by the Ministry of Finance of the Government of India. 
 (k) “Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the
Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein. 
 (l) “Indian Subsidiary” means, each Subsidiary that is either (i) headquartered in the Republic of India or (ii) employs or retains a person who is “resident” in India, in accordance with the Act. All
such Subsidiaries are collectively referred to as the “Indian Subsidiaries”. 
  

 2 








 (m) “Nonqualified Stock Option” means an Option granted by the Committee to a
Participant under the Plan which is not designated by the Committee as an Incentive Stock Option. 
 (n) “Option” means an
Award granted under Section 7 of the Sub Plan. 
 (o) “Option Period” means the period described in Section 7(c)
of the Sub Plan. 
 (p) “Option Price” means the exercise price for an Option as described in Section 7(a) of the Sub
Plan. 
 (q) “Participant” means a Sub Plan Eligible Person who has been selected by the Committee to participate in the
Sub Plan and to receive an Award pursuant to Section 6 of the Sub Plan. 
 (r) “Performance Compensation Award” shall
mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan. 
 (s)
“Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the
Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Indian Subsidiaries, division or operational unit of the Company) and shall
be limited to the following: 
  

	 	(i)	net earnings or net income (before or after taxes); 

  

	 	(ii)	basic or diluted earnings per share (before or after taxes); 

  

	 	(iii)	net revenue or net revenue growth; 

  

	 	(iv)	gross revenue 

  

	 	(v)	gross profit or gross profit growth; 

  

	 	(vi)	net operating profit (before or after taxes); 

  

	 	(vii)	return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); 

  

	 	(viii)	cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); 

  

	 	(ix)	earnings before or after taxes, interest, depreciation and/or amortization; 

  

 3 









	 	(x)	gross or operating margins; 

  

	 	(xi)	productivity ratios; 

  

	 	(xii)	share price (including, but not limited to, growth measures and total stockholder return); 

  

	 	(xiii)	expense targets; 

  

	 	(xiv)	margins; 

  

	 	(xv)	operating efficiency; 

  

	 	(xvi)	objective measures of customer satisfaction; 

  

	 	(xvii)	working capital targets; 

  

	 	(xviii)	measures of economic value added; 

  

	 	(xix)	inventory control; and 

  

	 	(xx)	enterprise value. 

 Any one or more of the Performance
Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Indian Subsidiary as a whole or any business unit of the Company and/or an Indian Subsidiary or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select
Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance
Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under
Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit Committee
discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. 
 (t) “Performance Formula” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant
Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

 (u) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the
Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or
at any time thereafter (but only to the 
  

 4 








 extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted to
any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for
such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following events: 
  

	 	(i)	asset write-downs, 

  

	 	(ii)	litigation or claim judgments or settlements, 

  

	 	(iii)	the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results, 

  

	 	(iv)	any reorganization and restructuring programs, 

  

	 	(v)	extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and
analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, 

  

	 	(vi)	acquisitions or divestitures, 

  

	 	(vii)	any other specific unusual or nonrecurring events, or objectively determinable category thereof; 

  

	 	(viii)	foreign exchange gains and losses, and 

  

	 	(ix)	a change in the Company’s fiscal year. 

 (v)
“Performance Period” shall mean the one or more periods of time not less than one (1) year in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to and the payment of a Performance Compensation Award. 
 (w) “Phantom Stock Award”
shall mean a cash award whose value is determined based on the change in the value of the Company Common Stock from the Effective Date. 
 (x) “Promoter” means the person or persons who are in overall control of the Company, who are instrumental in the formation of the Company or program pursuant to which shares of Stock were offered to the public, or the
person or persons named in the offer document as promoter(s); provided, however, that a director or officer of the Company or an Indian Subsidiary, if he is acting as such only in his professional capacity will not be deemed to be a
promoter. Where a promoter of the Company is a body corporate, the promoters of that body corporate shall also be deemed to be promoters of the Company. 
  

 5 








 (y) “Promoter Group” means an immediate relative of the Promoter (i.e. spouse of that
person, or any parent, brother, sister or child of the person or of the spouse); persons whose shareholding is aggregated for the purpose of disclosing in the offer document “shareholding of the promoter group”. 
 (z) “Restricted Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time
determined by the Committee during which such Award is subject to the restrictions set forth in Section 9 or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

 (aa) “Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other
restrictions set forth in Section 9 of the Sub Plan. 
 (bb) “Restricted Stock Unit” means a hypothetical investment
equivalent to one share of Stock granted in connection with an Award made under Section 9. 
 (cc) “Stock” means the
Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan. 
 (dd) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Sub Plan. 
 (ee) “Stock Bonus” means an Award granted under Section 10 of the Sub Plan. 
 (ff) “Stock Option
Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties thereto. 
 (gg) “Sub Plan” means this ExlService Holdings, Inc. 2006 Omnibus Award Sub Plan. 
 (hh) “Sub Plan Eligible Person” means any employee or director of an Indian Subsidiary who is “resident” in India, in
accordance with the provisions of FEMA, other than (i) a Promoter, (ii) a member of the Promoter Group, or (iii) a director who either by himself or through his relative or through any body corporate, directly or indirectly holds more
than ten percent (10%) of the issued share capital of the Company. 
 (ii) “Sub Plan Participant” means a Sub Plan
Eligible Person who has been selected by the Committee pursuant to subsection 3(b) of the Sub Plan. 
 (jj) “Subsidiary”
means, at the time of reference, a “subsidiary” of the Company as that term is then defined under the Indian Companies Act, 1956. 
  

 6 








 (kk) “Vested Unit” shall have the meaning ascribed thereto in Section 9(d). 

3. Effective Date, Duration and Shareholder Approval 
 (a) No Award granted under the Sub Plan will be vested or exercisable until (i) a majority of the shareholders of the Company approve the Plan and (ii) the board of directors of each Indian Subsidiary
accepts and adopts the Plan and the Sub Plan, whereupon all grants made under the Sub Plan shall be deemed to have been made at the behest and on behalf of such Indian Subsidiary and such Indian Subsidiary, in so far as the terms and conditions of
the Plan apply to it, shall be bound by the terms and conditions thereof. 
 (b) The Sub Plan and any Awards granted under it will
terminate, if the approvals described in the foregoing subparagraph (a) are not received for the Plan and the Sub Plan within twelve months following the Effective Date. 
 4. Administration 
 (a) The Committee
shall administer the Sub Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the
Committee shall be deemed the acts of the Committee. 
 (b) Subject to the provisions of the Sub Plan and applicable law, the Committee
shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Sub Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant;
(iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Options, other property and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the
Sub Plan and any instrument or agreement relating to, or Award granted under, the Sub Plan; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper
administration of the Sub Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Sub Plan. 
  

 7 








 (c) Notwithstanding the foregoing, the Committee may delegate to any officer or officers of the Company
or the Indian Subsidiaries the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a
matter of law, except for grants of Awards to (i) “covered employees” under Code Section 162(m) (other than Awards exempt from the application of Code Section 162(m)) and (ii) persons subject to Section 16 of the
1934 Act. 
 (d) Unless otherwise expressly provided in the Sub Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Sub Plan or any Award or any documents evidencing Awards granted pursuant to the Sub Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all
parties, including, without limitation, the Company, any Indian Subsidiary, any Participant, any holder or beneficiary of any Award, and any shareholder. 
 (e) No member of the Committee or any person authorized by the Committee to act on its behalf shall be liable for any action or determination made in good faith with respect to the Sub Plan or any Award hereunder.

 5. Grant of Awards; Shares Subject to the Sub Plan 
 The Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Phantom Stock Awards, Stock Bonuses and/or Performance Compensation Awards to one or
more Sub Plan Eligible Persons; provided, however, that: 
 (a) Subject to Section 13, the aggregate number of shares of
Stock in respect of which Awards may be granted under the Sub Plan is 250,000 shares; 
 (b) Shares of Stock shall be deemed to have been
used in settlement of Awards whether or not they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash; provided, however, that shares of Stock delivered (either directly or by means of attestation)
in full or partial payment of the Option Price in accordance with Section 7(b) shall be deducted from the number of shares of Stock delivered to the Participant pursuant to such Option for purposes of determining the number of shares of Stock
acquired pursuant to the Sub Plan. In accordance with (and without limitation upon) the preceding sentence, if and to the extent an Award under the Sub Plan expires, terminates or is canceled for any reason whatsoever without the Participant having
received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Sub Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit”
(i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) by reason of a new
Award being granted in substitution therefor. 
  

 8 








 (c) Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock
held in the treasury of the Company, Stock purchased on the open market or by private purchase, or a combination of the foregoing; 
 (d)
Subject to Section 13, no person may be granted Options or SARs under the Sub Plan during any calendar year with respect to more than 250,000 shares of Stock; and 
 (e) The Committee may, from time to time grant Awards to one or more Sub Plan Eligible Persons, subject to the provisos of Section 5 of the Plan. 
 (f) The Committee is authorized to grant one or more Awards to any Sub Plan Eligible Person. Each Award so granted shall be subject to the terms and
conditions set forth in the Plan, the additional conditions set forth in this Sub Plan, and to any other conditions as may be reflected in the applicable Award Agreement. The minimum number of shares of Stock which may be subject to an Award granted
to a Sub Plan Eligible Person is one and the maximum number of shares of Stock which may be subject to such an Award is 250,000. 
 (g) The
provisions in the applicable Award Agreement shall control the terms of the Award issued pursuant thereto However, if there shall be a conflict between the provisions of the Plan or the Sub Plan and such Award Agreement, the provisions of this Sub
Plan shall control. If there shall be a conflict between the provisions of the Plan and the Sub Plan, the provisions of this Sub Plan shall control. 
 6. Eligibility 
 Participation shall be limited to Sub Plan Eligible Persons who have entered into an
Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Sub Plan. 
 7. Options 
 The Committee is
authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Sub Plan Eligible Person. Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as may be
reflected in the applicable Stock Option Agreement. 
 (a) Option Price. The exercise price (“Option Price”) per
share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a share of Stock on the Date of Grant. 
 (b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of
the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable
(i) in 
  

 9 








 cash, check, or cash equivalent, (ii) in the discretion of the Committee, by delivering to the Committee a copy of
irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the
Committee may allow. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an
Option in such manner would violate the Sarbanes-Oxley Act of 2002, any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter dealer quotation system on which the securities of the Company are listed or traded. 
 (c) Vesting, Option Period and
Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and as specified in the Stock Option Agreement and shall expire after such period, not to exceed ten years, as may be
determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any
Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain
exercisable until the Option expires. 
 (d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Sub
Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Sub Plan shall be subject to the following terms and conditions: 
  

	 	(i)	Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof. 

  

	 	(ii)	Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of
Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires. 

  

	 	(iii)	Subject to Section 17, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the
Participant’s lifetime only by him. 

  

	 	(iv)	Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.


  

	 	(v)	At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a 

  

 10 









	 	  	written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and
any other representation deemed necessary by the Committee to ensure compliance with all applicable laws, including US federal and state securities laws. Upon such a request by the Committee, delivery of such representation prior to the delivery of
any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Sub Plan with respect to which such
investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable
laws, including US federal or state securities laws. 

  

	 	(vi)	Each Participant awarded an Incentive Stock Option under the Sub Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of
any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock
Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any
Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the
sale of such Stock. 

  

	 	(vii)	An Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the Participant’s employment with the Company,
to exercise the Option as to any part or all of the shares of Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor of the Company or to
any other restriction the Committee determines to be appropriate. The Company shall not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial
accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in an Stock Option Agreement. 

 (e) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of 
  

 11 








 Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any
calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options. 
 (f) Voluntary Surrender. The Committee may permit the voluntary surrender of all or any portion of any Nonqualified Stock Option and its corresponding SAR, if any, granted under the Sub Plan to be conditioned
upon the granting to the Participant of a new option for the same or a different number of shares as the option surrendered or require such voluntary surrender as a condition precedent to a grant of a new Option to such Participant. Such new Option
shall be exercisable at an Option Price, during an Option Period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Sub Plan
without regard to the Option Price, Option Period, or any other terms and conditions of the Nonqualified Stock Option surrendered. 
 (g)
Reload Options. The Committee may provide for the grant to any Participant of additional Options (“Reload Options”) upon the exercise of Options, including Reload Options, through the delivery of shares of Stock; provided,
however, that (i) Reload Options may be granted only with respect to the same number of shares as were surrendered to exercise the Options and the number of shares of Stock withheld for tax purposes pursuant to Section 12(d)(ii) of the
Plan, (ii) the exercise price per share of the Reload Options shall be not less than 100% of the Fair Market Value as of the Date of Grant of the Reload Options and (iii) the Reload Options shall not be exercisable after the expiration of
the term of the Options, and otherwise shall have the same terms and conditions of the Options, the exercise of which resulted in the grant of the Reload Options. 
 8. Stock Appreciation Rights 
 Any Option granted under the Sub Plan may include SARs, either at the
Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment. The Committee also may award SARs to Sub Plan Eligible Persons independent of any Option. A SAR shall be subject to such terms and conditions not
inconsistent with the Sub Plan as the Committee shall impose, including, but not limited to, the following: 
 (a) Vesting,
Transferability and Expiration. A SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding
Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an
Award agreement. 
  

 12 








 (b) Automatic Exercise. If on the last day of the Option Period (or in the case of a SAR
independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the
corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor. 
 (c) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The Company shall pay such excess in cash (taking into consideration any adverse tax consequences to the Participant under
Section 409A of the Code), in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash. 
 (d) Method of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant by
filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded. 
 (e) Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of
Grant of the SAR. 
 9. Restricted Stock and Restricted Stock Units 
 (a) Award of Restricted Stock and Restricted Stock Units. 
  

	 	(i)	The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Sub Plan Eligible Persons, (B) to issue or transfer Restricted Stock to
Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, as applicable, which may differ with respect to each grantee, the time or
times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant. 

  


	 	(ii)	Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other
terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions,
the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable, 

  

 13 









	 	  	and (B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an
Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b), the Participant generally shall have the rights and privileges of a
stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant
or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so
withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Stock having a Fair
Market Value equal to the amount of such dividends and earnings, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.


  

	 	(iii)	Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together
with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it, registered in the
name of the Participant. 

  

	 	(iv)	The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit
is granted, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends
paid by the Company in respect of one share of Stock (“Dividend Equivalents”). At the discretion of the Committee, Dividend Equivalents may be either currently paid to the Participant or withheld by the Company for the
Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and
attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the Committee, in shares of Stock having a Fair Market Value equal to 

  

 14 









	 	  	the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is
forfeited, the Participant shall have no right to such Dividends Equivalents. 

 (b) Restrictions. 
  

	 	(i)	Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may
be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set
forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(d) and the applicable Award agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be
returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company. 

  

	 	(ii)	Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable
Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further
obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement. 

  

	 	(iii)	The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of
changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate. 

 (c) Restricted Period. With respect to Restricted Stock and Restricted Stock Units, the Restricted Period shall commence on the Date of Grant and
end at the time or times set forth on a schedule established by the Committee in the applicable Award agreement. 
 (d) Delivery of
Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 9(b) and the applicable Award agreement shall be
of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without

  

 15 








 charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with
respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any. 

Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the
Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in
accordance with Section 9(a)(iv) hereof and the interest thereon or, at the discretion of the Committee, in shares of Stock having a Fair Market Value equal to such Dividend Equivalents and interest thereon, if any; provided, however, that, if
explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of
Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of
the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit. 
 (e) Stock Restrictions. Each
certificate representing Restricted Stock awarded under the Sub Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems
appropriate: 
 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE EXLSERVICE
HOLDINGS, INC. 2006 OMNIBUS INDIA SUB PLAN 1, A CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN EXLSERVICE HOLDINGS, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST) AND THE STOCKHOLDER AGREEMENT TO WHICH
EXLSERVICE HOLDINGS, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST) ARE PARTIES, WHICH SUB PLAN AND AGREEMENTS ARE BINDING UPON ANY AND ALL OWNERS OF ANY INTEREST IN SAID SHARES. SAID SUB PLAN AND AGREEMENTS ARE
AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF EXLSERVICE HOLDINGS, INC. AND COPIES THEREOF WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST. 
  

 16 








 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXLSERVICE HOLDINGS, INC. HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS
SATISFACTORY TO IT, TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED. 
 THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR
OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A CERTAIN STOCKHOLDER AGREEMENT, DATED AS OF
                         , 2006, BY AND BETWEEN EXLSERVICE HOLDINGS, INC. (THE “COMPANY”) AND
                             AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY,
COPIES OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCK
PURCHASE AGREEMENT AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. 
 Stop transfer orders shall be entered with the Company’s
transfer agent and registrar against the transfer of legended securities. 
 10. Stock Bonus Awards 
 The Committee may issue unrestricted Stock, or other Awards denominated in Stock, under the Sub Plan to Sub Plan Eligible Persons, alone or in tandem with
other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Sub Plan shall be granted as, or in payment of, a bonus, or to provide
incentives or recognize special achievements or contributions. 
  

 17 








 11. Performance Compensation Awards 
 (a) General. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 (other than Options and
Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award in
order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the authority to grant cash bonuses under the Sub Plan with the intent that such bonuses shall qualify for the
exemption from Section 162(m) of the Code provided pursuant to Treasury Regulation Section 1.162-27(f)(1), for the reliance period described in Treasury Regulation Section 1.162-27(f)(2). In addition, the Committee shall have the
authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m). 
 (b) Eligibility. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer or
shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible to
receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such
Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder
for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder
shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period. 
 (c) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period (provided any such
Performance Period shall be not less than one (1) year in duration), the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of
the Performance Goals(s) that is(are) to apply to the Company and the Performance Formula. Within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the
Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and
record the same in writing. 
 (d) Payment of Performance Compensation Awards 
  

	 	(i)	Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed 

  

 18 









	 	  	by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.


  

	 	(ii)	Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such
period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.


  

	 	(iii)	Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the
Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of
each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) hereof, if and when it deems appropriate. 

  

	 	(iv)	Use of Discretion. In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the
Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion
to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase a Performance Compensation Award above the
maximum amount payable under Sections 5(d) or 11(d)(vi) of the Sub Plan. 

  

	 	(v)	Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following
completion of the certifications required by this Section 11. 

  

	 	(vi)	Maximum Award Payable. Notwithstanding any provision contained in this Sub Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant
under the Sub Plan for a Performance Period is 250,000 shares of Stock or, in the event such Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award
relates, as determined by the Committee. The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash 

  

 19 









	 	  	bonus Award described in the last sentence of Section 11(a) shall be $1,000,000. Furthermore, any Performance Compensation Award that has been deferred shall not (between the
date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the
Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.


 12. General 
 (a) Additional Provisions of an Award. Awards to a Participant under the Sub Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines
appropriate, including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the
Sarbanes-Oxley Act of 2002), adding dividend equivalent rights or other protections to Participants in respect of dividends paid on Stock underlying any Award (in addition to those provisions of Section 9 providing for the payment of dividends
with respect to Restricted Stock and Dividend Equivalents with respect to Restricted Stock Units), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the
Company the right to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified
period or until a specified event, and provisions to comply with Federal and state securities laws, Federal and state tax withholding requirements and the applicable Indian laws; provided, however, that any such deferral does not
result in acceleration of taxability of an Award prior to receipt, or tax penalties, under Section 409A of the Code or the Act. Any such provisions shall be reflected in the applicable Award agreement. 
 (b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Sub Plan, no person shall be entitled to the privileges of
ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person. 
 (c)
Government and Other Regulations. The obligation of the Company to settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any
terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award unless such shares have been
properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such

  

 20 








 registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully
complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Sub Plan. If the shares of Stock offered for sale or sold under the Sub Plan are offered
or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the
availability of any such exemption. 
 (d) Tax Withholding. 
  

	 	(i)	A Participant may be required to pay to the Company or the Indian Subsidiaries, and the Company or the Indian Subsidiaries shall have the right and is hereby authorized to withhold
from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in
respect of an Award, its exercise, or any payment or transfer under an Award or under the Sub Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and
taxes. 

  

	 	(ii)	Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding
liability (but no more than the minimum required withholding liability) by (A) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from
the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required withholding liability).


 (e) Claim to Awards and Employment Rights. No employee of the Company or the Indian Subsidiary, or other person,
shall have any claim or right to be granted an Award under the Sub Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Sub Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employment or service of the Company, the Indian Subsidiaries or their affiliates. 
 (f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if
any, due under the Sub Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior 
  

 21 








 beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior
to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. 
 (g) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Sub Plan is
unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment.
Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor. 
 (h) No Liability of
Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Sub Plan may be
allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Sub Plan unless arising out of such
person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless. 
 (i) Governing Law. The Sub Plan shall be governed by and construed in accordance with the internal laws of
the State of Delaware applicable to contracts made and performed wholly within the State of Delaware. 
 (j) Funding. No provision of
the Sub Plan shall require the Company, for the purpose of satisfying any obligations under the Sub Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor
shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Sub Plan other than as
unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by 

  

 22 








 
performance of services, they shall have the same rights as other employees under general law. 
 (k) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the
case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its affiliates, including Indian Subsidiaries and/or any other
information furnished in connection with the Sub Plan by any person or persons other than himself. 
 (l) Relationship to Other
Benefits. No payment under the Sub Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan. 
 (m) Expenses. The expenses of administering the Sub Plan shall be borne by the Company and the Indian Subsidiaries.

 (n) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women. 
 (o) Titles and Headings. The titles and headings of the sections in the Sub Plan are for convenience of reference only, and in the event of any
conflict, the text of the Sub Plan, rather than such titles or headings shall control. 
 (p) Termination of Employment. Unless an
applicable Award agreement provides otherwise, for purposes of the Sub Plan, a person who transfers from employment or service with an Indian Subsidiary to employment or service with the Company or an affiliate thereof or vice versa shall not be
deemed to have terminated employment or service with the Indian Subsidiary or the Company or its affiliate. 
 (q) Severability. If
any provision of the Sub Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Sub Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Sub Plan or
the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Sub Plan and any such Award shall remain in full force and effect. 
 (r) Compliance with Applicable Law. Notwithstanding any provision in the Sub Plan to the contrary, the Committee reserves the right to add any
additional terms or provisions to any Award granted under the Sub Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the
Award is subject. 
  

 23 








 13. Changes in Capital Structure 
 Awards granted under the Sub Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in
Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Sections 5(d) or 11(d)(vi) shall be subject to adjustment or substitution, as determined by the
Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock
or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights
granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Sub Plan. Any adjustment in Incentive Stock Options under this Section 13 shall be made only
to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided
pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the
extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an
adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. 
 Notwithstanding the above, in the
event of any of the following: 
 A. The Company is merged or consolidated with another corporation or entity and, in connection therewith,
consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity; 
 B.
All or substantially all of the assets of the Company are acquired by another person; 
 C. The reorganization or liquidation of the Company;
or 
 D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above, 
 then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof
to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company 

  

 24 








 
in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement. 
 14. Effect of Change in Control 
 (a)
The Committee may, but is not required to, provide in any particular Award agreement: 
  

	 	(i)	In the event of a Change in Control, notwithstanding any provision of the Sub Plan or any applicable Award agreement to the contrary, and either in or not in combination with
another event such as a termination of the applicable Participant by the Company without Cause, all Options and SARs subject to such Award shall become immediately exercisable with respect to 100 percent of the shares subject to such Option or SAR,
and/or that the Restricted Period shall expire immediately with respect to 100 percent of such shares of Restricted Stock or Restricted Stock Units subject to such Award (including a waiver of any applicable Performance Goals) and, to the extent
practicable, such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with
respect to the Stock subject to their Awards. 

  

	 	(ii)	In the event of a Change in Control, all incomplete Performance Periods in respect of such Award in effect on the date the Change in Control occurs shall end on the date of such
change, and the Committee shall (A) determine the extent to which Performance Goals with respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems relevant,
(B) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and
(C) cause the Award, if previously deferred, to be settled in full as soon as possible. 

 (b) In addition, in the event
of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value
of such Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event. 
 (c)
The obligations of the Company under the Sub Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of 

  

 25 








 
Participants’ rights under the Sub Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets. 
 (d) If (i) within 12 months following a Change in Control or (ii) in contemplation of a
Change in Control, a Senior Participant’s employment with the Company or any affiliate is terminated by the Indian Subsidiary or the Company without Cause, all Awards held by such Senior Participant, irrespective of the vesting schedule, shall
become fully vested and immediately exercisable and, if applicable, the Restricted Period shall end at the time of such termination. 
 (e)
Upon a Change in Control the vesting and exercisability of all Awards outstanding under the Sub Plan held by Vice President Participants shall be such that any Award that would have vested in the one calendar year period following the Change in
Control shall automatically become fully vested and exercisable and, if applicable, the Restricted Period shall end immediately prior to the Change in Control. 
 15. Nonexclusivity of the Sub Plan 
 Neither the adoption of this Sub Plan by the Board nor the
submission of this Sub Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under this Sub Plan, and such arrangements may be either applicable generally or only in specific cases. 
 16. Amendments and Termination 
 (a) The Board may suspend, discontinue, or terminate the Sub Plan or
any portion thereof at any time; provided, that no such suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Sub
Plan (including as necessary to comply with any applicable stock exchange listing requirement or to prevent the Company from being denied a tax deduction on account of Section 162(m) of the Code); and provided, further that any
such suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary. The termination date of the Sub Plan, following which no Awards may be granted hereunder, is April 19, 2016, provided, that such termination shall not affect Awards then outstanding, and the terms and conditions of
the Sub Plan shall continue to apply to such Awards. 
 (b) Amendment of Award Agreements. The Committee may, to the extent
consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement,
prospectively or retroactively; provided that any such waiver, amendment, alteration, 
  

 26 








 suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and provided further that, without stockholder approval, (i) no amendment or modification
may reduce the Option Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Option Price or Strike Price, as the case may be) in
a manner which would either (A) (if the Company is subject to the reporting requirement of the Exchange Act) be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in
Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any Option being accounted for under the “variable” method for financial statement reporting purposes and (iii) the Committee may not take any
other action which is considered a “repricing” for purposes of the shareholder approval rules of the applicable stock exchange on which the Stock is listed, if any. 
 (c) Section 162(m) Reapproval. If so determined by the Committee, (i) the Sub Plan shall be approved by the stockholders of the Company no
later than the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company’s initial public offering occurs, and (ii) the
provisions of the Sub Plan regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders of the Company no later than the first stockholder meeting that occurs in the fifth year following the year that stockholders
previously approved such provisions following the Company’s initial public offering, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in
this Section 16(c), however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained. 
 17. Nontransferability 
 (i) Each Award shall be exercisable only by a Participant during the
Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant
other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Indian Subsidiary; provided that
the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. 
 (ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as 
  

 27 








 the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the
Sub Plan, to: 
  

	 	(A)	any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family
Members”); 

  

	 	(B)	a trust solely for the benefit of the Participant and his or her Immediate Family Members; 

  

	 	(C)	a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or 

  

	 	(D)	any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;


 (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a
“Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a
transfer would comply with the requirements of the Sub Plan. 
 The terms of any Award transferred in accordance with the immediately
preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall
not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an
appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate,
(C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Sub Plan or otherwise, and
(D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Sub Plan and the applicable Award agreement shall continue to be applied with respect to the
Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Sub Plan and the applicable Award agreement. 
 Notwithstanding the foregoing, any rules that the Committee may adopt permitting Options to be transferred by a Sub Plan Participant without
consideration shall be consistent with applicable FEMA regulations. 
  

 28 








 18. Qualification of Plan 
 It is intended that each Option to be issued to a Sub Plan Participant under this Sub Plan will qualify for beneficial tax treatment under the Act. 
 19. Applicable Law; Severability 
 (a) This Sub Plan shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to the 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.. If any provision of this Sub Plan are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Sub Plan will continue to be fully effective. 
 (b) The Board shall exercise the powers granted to it under Section 14(a) of the Plan with respect to this Sub Plan only to the extent that such
exercise would not be prohibited by Section 2 of the Guidelines. 
 *     *     * 
 As adopted by the Board of Directors of 
 ExlService Holdings, Inc. as of
April 20, 2006. 
  

 29