EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 April 24, 2015 

[Name of Executive] 
 Re: Treatment of Equity
Awards 
 Dear [Name]: 
 As
you know, Cap Gemini S.A., a French société anonyme (“SA”), CapGemini North America, Inc., a Delaware corporation (“NA” and, together with SA, “Parent”), Laporte Merger Sub, Inc., a
Pennsylvania corporation (“Merger Sub”) and a wholly owned subsidiary of NA, and iGate Corporation, a Pennsylvania corporation (the “Company”) are contemplating entering into a merger agreement (the “Merger
Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and, as a result of which, the Company will become a wholly owned subsidiary of Parent. 

In connection with the consummation of the Merger, the Company has determined to treat your outstanding Company Stock Options, Company
Restricted Shares and Company Performance Share Awards (each, as defined in the Merger Agreement, and together, the “Equity Awards”) as set forth in the Merger Agreement, which provides that any theretofore unvested portion of such
Equity Awards (as converted to cash awards in connection with the Merger) will vest in full upon certain terminations of your employment following the closing of the Merger, including a termination by you for Good Reason (as defined in the Merger
Agreement). 
 In consideration of the foregoing, and in order to induce Parent to enter into the Merger Agreement and consummate the
Merger, you hereby agree that, notwithstanding anything to the contrary in the definition of Good Reason, the consummation of the Merger and the related change in your duties will not, in and of itself, constitute Good Reason for purposes of
accelerated vesting of your Equity Awards, notwithstanding that the Company will no longer be a publicly-traded company and will, instead, be a subsidiary of Parent. 

Nothing contained in this letter agreement shall (i) be considered a waiver of any other compensation or benefits to which you may be
entitled or a waiver of any of your rights with respect to the Equity Awards under circumstances different than those described herein with respect to the Merger (including, without limitation, your rights to terminate for Good Reason as a result of
qualifying changes to the terms and conditions of your employment following the Merger other than as described in the previous paragraph) or (ii) affect your eligibility to participate or level of participation in any of the Company’s (or
following the closing of the Merger Parent’s) other compensation or benefit plans. 
 Please indicate your agreement with the foregoing
by signing this letter agreement below. 
 This letter agreement shall become effective upon the date hereof, but shall terminate and be
null and void ab initio and of no force and effect if the Merger Agreement is terminated in accordance with its terms and the Merger is not consummated. 

We appreciate your continued efforts on behalf of the Company. 

[Signature Page Follows] 







 
			
	Sincerely,
	
	iGate Corporation
		
	By:		  

			Name:
			Title:


  

	
	Acknowledged and agreed as of the date first above written:
	
	  

	Name:

 [Signature Page to NEO Side Letter] 

  
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 SCHEDULE OF MATERIAL DIFFERENCES TO EXHIBIT 10.2 

 

					
	 		 Name
		 
			
			Ashok Vemuri		
			
			Sujit Sircar		
			
			Srinivas Kandula		
			
			Derek Kemp		
			
			Sanjay Tugnait