Exhibit 10.1


 


AGREEMENT


 


- by
and between -


 


GENPACT
ONSITE SERVICES INC.


 


- and -


 


PATRICK
COGNY


 


- with
respect to -


 


THE
PERFORMANCE OF BRANCH MANAGEMENT SERVICES


 


OCTOBER
21, 2008


 


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TABLE
OF CONTENTS


 


	
  Article 1
  - Task and Responsibilities

  	
  3

  
	
  Article 2
  - Obligations of Manager

  	
  4

  
	
  Article 3
  - Obligations of the Company

  	
  4

  
	
  Article 4
  - Compensation of the Manager

  	
  5

  
	
  Article 5
  - Expenses

  	
  6

  
	
  Article 6
  - Duration and Termination

  	
  7

  
	
  Article 7
  - Confidentiality and Proprietary Information

  	
  8

  
	
  Article 8
  - Intellectual Property Rights

  	
  9

  
	
  Article 9
  - Assignment of Rights

  	
  9

  
	
  Article 10
  - Independent Parties

  	
  9

  
	
  Article 11
  - Miscellaneous

  	
  9

  
	
  Article 12
  - Applicable Law - Competent Courts

  	
  10

  



 


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AGREEMENT
FOR THE PERFORMANCE OF BRANCH MANAGEMENT SERVICES


 


This agreement for the performance of branch
manager services (this “Agreement”)
is entered into on October 21, 2008.


 


BY AND BETWEEN:


 


1.            GENPACT ONSITE SERVICES INC., a company
organized and existing under the laws of Delaware, United States, with
registered office at Corporation trust Center, 1209 Orange, Wilmington,
Delaware 19801 (hereinafter referred to as the “Company”), and
with a Belgian branch office  at 1000 Brussels,
Rue Royale 97; and


 


2.            Mr. Patrick Cogny, residing at
138 avenue Molière, 1050 Bruxelles (hereinafter referred to as the “Manager”);


 


The Company and Manager are hereinafter
collectively referred to as the “Parties” and individually as a “Party”.


 


WHEREAS:


 


(A)          The
Manager has been appointed as a director of the Company by the relevant
corporate body in accordance with applicable US laws;


 


(B)           The
Manager has subsequently been appointed by the relevant corporate body as a
branch manager of the Company’s Belgian branch in accordance with the
applicable relevant legal rules;


 


(C)           The Parties hereby wish to specify the
terms and conditions of such appointment as branch manager in this Agreement.


 


IT HAS BEEN AGREED AS
FOLLOWS:


 


Article 1
- Task and Responsibilities


 


1.1           The
Manager will - in his capacity of branch manager – have the powers for daily
management of the Company’s Belgian branch as determined by the relevant
corporate body of the Company (hereinafter referred to as the “Services”).


 


1.2           The
Services will cover (i) all daily management services, financial,
operational,  administrative, commercial and
legal aspects of the business operations of the Company’s Belgian branch
including the responsibilities of CEO for Genpact Europe and the Manager will
more specifically have the powers and responsibilities as further described in
Annex A to this Agreement and (ii) all related assistance that may be
required or requested by the Company.


 


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Article 2
- Obligations of the Manager


 


2.1           The
Manager undertakes:


 


·              to
assume full responsibility for the daily management, global operations and
functioning of the Belgian branch of the Company, including all legal and
internal, local and group level reporting requirements;


 


·              to
discharge the Services on a full-time basis during at least 195 service days
per calendar year;


 


·              to
perform the Services in the best interest of the Company, to the best of his
abilities, in a loyal manner and in good faith;


 


·              to render the Services in a professional and
competent manner in accordance with the high performance and quality standards,
which a contact or customer of the Company may expect;


 


·              to
take into account the guidelines that will be issued from time to time by the
Company’s board of directors (the board of directors of the Company hereinafter
being referred to as the “Board); and
to discharge the Services subject to regular consultation with and reporting to
the Board in order to assure the coherence of the Services rendered whilst
maintaining all freedom and autonomy in organising the performance of its
Services;


 


·              to
communicate to the Board all information which is pertinent for the performance
of the Services and the Company’s business in general.


 


2.2           The Manager can in view of the needs
of the Company be required to provide the Services outside normal working days
or working hours.


 


Article 3
- Obligations of the Company


 


3.1           The Company will provide the Manager with
access to all documents, information and guidelines that are reasonably
required for the proper performance of the Services.


 


3.2           The Company will file an
application tending to obtain the benefit of the special tax regime for foreign
executives temporarily assigned to Belgium, as provided for by the Circular of August 8,
1983. The Manager agrees to fully cooperate and to provide all documents and information required in the framework of such application.


 


3.3           Assuming (under all
reservation) that the Belgian tax authorities will grant the benefit of the special
tax regime for foreign executives in the Manager’s respect, the Manager will be
responsible for keeping track of his foreign business travelling. As such, the
Manager is required to keep copies of, amongst others, expense reports,
transport documents (with boarding passes where available), fuel costs, hotel
bills, mobile phone bills, etc. to justify the applicable business travel
exclusion rate.


 


4

















 


Article 4
- Compensation of the Manager


 


4.1           Subject to the availability of the Manager for the
performance of the Services during at least 195 service days per calendar year,
the Manager will be entitled to a fixed annual fee of EUR 252,810 gross payable
according to article 4.6. The fixed fee will be increased to EUR 266,184
effective December 1, 2008 and will thereafter be reviewed by the Parties
at least every 15 months.


 


If the Manager is during any
calendar year unable to perform the Services during at least 225 service days
per calendar year, the annual fee will be
reduced accordingly pro rata temporis. To the extent possible such reduction
will be corrected on the remaining monthly fee for the month of December or
in any other appropriate manner indicated by the Company on the basis of the
following correction formula: (fixed annual fee X 1/225 = daily fixed fee) X
(number of service days below 225 service days per year).


 


4.2           The Manager’s
gross compensation package is deemed to include certain tax free allowances
(reimbursement of expenses proper to the company) which are intended to cover
the extra expenses resulting from the Manager’s temporary relocation to
Belgium. Assuming the Belgian tax authorities will grant the benefit of the
special tax regime for foreign executives in the Manager’s respect, said
allowances will be calculated in accordance with the guidelines of the
technical note, established by the Belgian tax authorities in the framework of
said special tax regime.


 


4.3.          As long
as the Manager maintains a Belgian place of abode, the Company will reimburse
his Belgian housing costs up to a maximum of EUR 48,000 per year. The Manager
acknowledges that such payment constitutes a taxable benefit in kind part of
which only a fraction can be considered as a tax free allowance, assuming that
the special tax regime for foreign executives will be granted, in accordance
with the guidelines of the technical note as referred to on article 4.2.


 


4.4           The Manager will be entitled to receive a school
allowance capped at EUR 62,000 in connection with his children attending an
international school in Belgium during his temporary Belgian stay. Said allowance
will cover a one time registration fee and the tuition fee. The local transport
costs and other costs imposed by said school will be paid by the Manager. Entitlement
to the schooling allowance is subject to submission of invoices relating to the
present type of expenses.


 


4.5           [Intentionally omitted.]


 


4.6           The
fixed annual fee will be due in twelve equal installments at the end of each
month (without prejudice, however, to the possible reduction as referred to in
the second paragraph of article 4.1 of this Agreement) and is subject to the
applicable tax withholdings. The Company will set up the appropriate payroll
for this purpose.


 


4.7           The Company will have the right to make the payment of the monthly
installments conditional on the submission of work documentation reflecting the
service days during which the Services have been performed during the relevant
month or during the calendar year as the case may be.


 


4.8           The Manager can participate in a variable
compensation scheme, of which the terms and conditions are unilaterally
determined by the Board. The amount of the variable compensation will depend on
the level of achievement of targets, i.e. business performance against
operating plan, established every year by the Board and is payable in the month
of March or 


 


5

















 


April of the
following year. The amount of the variable compensation will be determined by
the Board in its sole discretion and is not guaranteed.


 


4.9           The
Manager will be affiliated to the applicable insurance schemes, providing
medical, death and disability coverage as well as additional retirement
benefits which all constitute taxable benefits subject to the applicable tax withholdings as
applicable. The level of benefits will be equivalent to the level of coverage
before joining the Company.


 


4.10         The
Company will put a company car at the Manager’s disposal. The Manager may
select a car model up to an annual cost of EUR 15,000 per annum excluding VAT. Alternatively, if more appropriate the Company will pay allowances to the
Manager at the level of EUR 1,250  per
month.


 


4.11         All
payments to be made to the Manager will be subject to deduction of all withholdings
required under any applicable laws and regulations. In addition, and if
applicable, the Company will declare a benefit in kind relating to the use of
the company car, which will be evaluated on the basis of the applicable rules and
regulations and in function of the position of the tax administration. The
Manager expressly agrees that the Company is entitled to deduct any
withholdings legally required to be made in respect of any amounts and benefits
(including benefits in kind) due to him, from any amounts payable to him in
cash and without restriction.


 


Article 5
- Expenses


 


5.1           The fixed annual fee will cover all costs
incurred by the Manager in the framework of the performance of the Services,
with the exception only of reasonable expenses in relation to business travel and lodging expenses actually
incurred or paid by the Manager in the performance of his Services under this
Agreement.


 


5.2           The Company will pay or reimburse the
Manager for any such expenses upon presentation of the appropriate supporting
documents as the Company may reasonably require and, if the nature and amount
would so require, subject to prior approval by the Company.


 


5.3           The expenses will be due at the end of each
month together with the instalment of the fixed fee and will be payable within
the same time period as set forth in article 4.6 of this Agreement.


 


5.4           To the extent that no company car is put at
the manager’s disposal, the Company will reimburse the Manager for using his
private car for professional purposes in accordance with maximum reimbursements
as provided by Belgian legislation. The maximum amount of professional
kilometres is 24,000 km per annum.


 


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Article 6
- Duration and Termination


 


6.1           This Agreement is entered into for an
unlimited term and is effective as of September 1, 2008.


 


6.2           Each Party will have the right to terminate
this Agreement at all times subject to a prior notice period of 1 (one) month
to be notified by registered mail, which becomes effective on the next working
day following its dispatch, or alternatively with immediate effect subject to
the payment of an equivalent indemnity in lieu of notice equal to 1 (one)  monthly
instalments of the fixed annual fee as set forth in article 4.1 of this
Agreement.


 


6.3           In
case of termination of this Agreement by the Company for a cause not covered
under article 6.6.2 below, the Company will pay an indemnity equivalent to 10
monthly instalments of the fixed annual fee as set forth in article 4.1 of this
Agreement.


 


6.4           The
Company may at its option terminate this Agreement at all times in the event


 


6.4.1        that the Manager
would on a permanent basis be no longer available to render the Services or if
in any calendar year his unavailability to render the Services will exceed a
total of three (3) months (not necessarily consecutively).


 


6.5           The
Manager can terminate this Agreement at all times with immediate effect,
without prior notice or indemnification, in the event of bankruptcy,
composition with creditors, the appointment of a trustee, or the liquidation of
or with respect to the Company.


 


6.6           Both
Parties can terminate this Agreement at all times with immediate effect,
without prior notice and, in the case of 6.6.2 only, without indemnification,
in the event:


 


6.6.1        that
the other Party would be in breach, other than a serious breach as referred to
in article 6.6.2. of this Agreement, of a contractual obligation and would fail
to remedy such breach within fifteen (15) days following a written warning by
registered mail to correct the deficiency;


 


6.6.2        of a
serious breach of this Agreement by the other Party, or of a serious misconduct
or serious negligence by the other Party with respect to or affecting this
Agreement.


 


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Article 7
- Confidentiality and Proprietary Information


 


7.1           The
Manager agrees to regard and preserve as confidential all information, whether
in writing or in other tangible or intangible form, relating to the business of
the Company, or any of the Company’s customers or suppliers that has not
previously been publicly released by duly authorized representatives of the
Company and will include (but will not be limited to) information encompassed
in all proposals, marketing and sales plans, financial information, costs,
pricing information, computer programs, consumer information, customer lists,
and all methods, concepts, know-how or ideas in or reasonably related to the
business of the Company or any of the Company’s customers (hereinafter referred
to as “Proprietary Information”)
during the term of this Agreement and for a period of  five (5) years following its
termination.


 


7.2           The
Manager will not, without the prior written approval from the Company, directly
or indirectly, use for his benefit or purposes, nor disclose to others, during
the term of this Agreement and for a period of five (5) years following
its termination, except as required for carrying out the Services under this
Agreement, any such Proprietary information.


 


7.3           The
Manager agrees not to remove from the premises of the Company or any customer
of the Company, except to the extent required to perform the Services or except
as specifically authorized in writing by the Company, any document or object
containing or reflecting any Proprietary information.


 


7.4           All
Proprietary Information and all of the Manager’s interest in trade secrets,
trademarks, computer programs, customer information, customer lists, employee
lists, products, procedures, copyrights, patents and developments, developed by
the Manager as a result of, or in connection with the services carried out
under this Agreement, will be the property of the Company.


 


7.5           The
Manager will upon termination of this Agreement immediately return to the
Company all equipment, software, documents (including documents established by
the Manager for or in connection with the Company’s business), business
information and other proprietary data which have been made available or
established, irrespective of the carrier and without retention of any copies.


 


7.6           In
case of violation of this confidentiality and Proprietary Information
undertaking, the Company will have the right to claim all justified damages in
addition to any other remedy the Company may be entitled to.


 


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Article 8
- Intellectual Property Rights


 


8.1           The Manager explicitly agrees that all
inventions, projects, drawings, processes and improvements of any nature
whatsoever, including rights on patents, designs, databases, software (or
rights on the application for registration of such rights) (hereinafter
referred to as the “Intellectual
Property Rights”) of which he would become during the term of
this Agreement the author or co-author and which relate to the business of the
Company, will be the exclusive property of the Company and the Manager
undertakes to make full and prompt disclosure without compensation of all
relevant documents and data in favour of the Company and to provide all
necessary co-operation to secure for and / or to assign to the Company all
monetary Intellectual Property Rights.


 


8.2           [Intentionally omitted.]


 


8.3           The normal fixed fees as set forth in article
4.1 of this Agreement will be deemed to cover Manager’s compensation for the
Intellectual Property Rights so assigned.


 


Article 9
- Assignment of Rights


 


9.1           The assignment of the rights and obligations
of the Manager under this Agreement and the subcontracting by the Manager of
the Services or part thereof must be approved in advance and in writing by the
Company.


 


9.2           The Company may assign its rights and
obligations under this Agreement in whole or in part to other Members of the
Group provided such assignment will not have adverse consequences for the
performance of the Manager’s mission.


 


Article 10
- Tax and Social Security


 


10.1         The
Manager will diligently comply with all legal and contractual provisions to
which he is subject and will be exclusively responsible for compliance with all
his obligations under the income tax and / or social security legislation or
any other legislation such as, amongst others, the Manager’s obligation to
affiliate himself to the Belgian social security regime as a self employed
remunerated director.


 


The Company will provide the
assistance of a tax advisor in order to complete his annual income tax
statement and Belgium Social Security obligations.


 


The Manager will indemnify the
Company and the Group Companies for all claims that would be made against the
Company or Group Companies by any third party or administration because of intentional
non-compliance by the Manager with any of its legal obligations and for any
claim that would be made against the Company or Group Companies on the basis of
or in relation to this Agreement and the Services carried out under this
Agreement.


 


Article 11
- Miscellaneous


 


11.1         This Agreement constitutes the entire understanding of
the Parties and supersedes any prior agreements or understandings, written or
oral, between the Company, the Manager with respect to the subject matter of
this Agreement.


 


11.2         If any provisions of this Agreement are held to be
invalid or illegal in whole or in part, this Agreement will continue to be
valid as to its other provisions and to the remainder of the 


 


9

















 


affected
provision. The Parties undertake to replace the invalid provision by a
provision having the same effects and objectives.


 


11.3         Any amendment to this Agreement or modification of the
obligations of a Party has to be agreed upon in writing by all Parties.


 


Article 12
- Applicable Law - Competent Courts


 


12.1         This
Agreement will be governed by Belgian law.


 


12.2         Any
dispute in connection with the conclusion, interpretation or the performance of
this Agreement will be submitted to the competent courts of Brussels.


 


IN WITNESS WHEREOF, the Parties hereto have initialled each page of this
Agreement, and have signed and executed this Agreement in two (2) originals
on the day and year first written above, and each Party acknowledges the
receipt of one original.


 


 


(1)           GENPACT
ONSITE SERVICES INC.


 


	
  By:

  	
   

  	
  /s/ Heather White

  	
   

  
	
   

  	
  Name:

  	
  Heather White

  
	
   

  	
  Title:

  	
  Officer

  
					



 


(2)           Mr. Patrick
Cogny


 


	
  By:

  	
   

  	
  /s/ Patrick Cogny

  	
   

  
	
  Name:

  	
  Patrick Cogny

  



 


10

















 


ANNEX A:


 


In exercising the Services
as set forth in article 1.2 of this Agreement, the Manager will, amongst
others, have the following day to day duties and responsibilities:


 


1)         Sign
the daily correspondence.


 


2)         Draw and receive from the National Bank of
Belgium, the Belgian Treasury, and from any public pay-offices,
administrations, companies or persons, any sums or bills which might be due to
the branch as and for principal, interest and charges, for any reason
whatsoever; give good and valid receipt and release, in the name of the branch,
for any sums or bills received.


 


3)         Withdraw in the name of the branch, from the
post office, customs, forwarders and railways and/or receive at the branch’s
address, all letters, boxes, parcels, packages, whether or not registered or
insured, containing items of value or not; receive all deposits; present bills
of lading, airway bills and all other necessary documents, sign all instruments
and discharges.


 


4)         Establish inventories or dismiss all agents
and employees of the branch, fix their emoluments, commissions, salaries,
gratifications, as well as all other conditions of their employment and of
their separation.


 


5)         Make application for all registrations or
modifications at the Clerk’s Office of the Commercial Court and the Company
Office.


 


6)         Apply for the affiliation of the branch to
any professional organization.


 


7)         Represent the branch before all public and
private administrative bodies.


 


8)         Open and close in the name of the branch all
postal checking accounts or banking accounts at financial institutions and make
all deposits on or withdrawals from these accounts.


 


9)         Have such banking powers as are specifically
notified to the Company’s and branch’s depositories.


 


10)       Enter into or ratify all contracts for the
renting of real or personal property in Belgium and particularly for the
establishment of office premises, register such lease and, in general, to
everything necessary relating thereto.


 


11)       Engage in all normal commercial activities.


 


12)       Delegate to one or more persons such part of
his powers as he will determine and for such time as he will establish.


 


13)       Generally, to do, perform and execute all
such matters, acts, or things as may be necessary and proper to conduct and
carry out the ordinary business of the branch to the best interests of the
branch.


 


14)       Draw
up all documents and sign all papers in order to be able to exercise the powers
listed above.


 


11

















 


15)       Adopt
all necessary measures to implement the resolutions and recommendations of the
Board of Directors of the Company in his capacity of CEO for Genpact Europe.


 


And in general,
all assistance that can be reasonably requested in relation with the business
operations of the Company as indicated by the Company.


 


IN WITNESS WHEREOF, the Parties hereto have initialled each page of this Annex A,
and have signed and executed this Annex A in two (2) originals on the day
and year first written above, and each Party acknowledges the receipt of one
original.


 


(1)           GENPACT
ONSITE SERVICES INC.


 


 


	
  By:

  	
   

  	
   

  	
  /s/ Heather White

  	
   

  
	
   

  	
  Name:

  	
  Heather White

  
	
   

  	
  Title:

  	
  Officer

  
						



 


 


(2)           Mr. Patrick
Cogny


 


 


	
  By:

  	
   

  	
  /s/ Patrick Cogny

  	
   

  
	
  Name:

  	
  Mr. Patrick Cogny

  



 


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