Performance Share Award Agreement



 Exhibit 10.2 
 GENPACT LIMITED 
 2007 OMNIBUS INCENTIVE COMPENSATION PLAN 

PERFORMANCE SHARE AWARD AGREEMENT 
 THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of March 6, 2012 (the “Award Date”), is made by and between Genpact Limited, an exempted limited
company organized under the laws of Bermuda (the “Company”) and V. N. Tyagarajan (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in
the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”). 
 RECITALS:

 WHEREAS, the Company has adopted the Plan for the purpose of promoting the interests of the Company and its
shareholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals to participate in the long-term growth and financial success of the Company. 

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant to Participant a
performance share award under the Plan as provided for herein. 
 NOW, THEREFORE, for and in consideration of the premises and
covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 

1. Grant of Performance Shares Award. The Company hereby awards to Participant, as of the Award Date, a performance share
award (the “Award”) under the Plan entitling Participant to receive a number of Shares based on the extent, if any, to which the applicable vesting criteria are satisfied. The initial number of Shares that shall be used to determine
Participant’s rights pursuant to this Award is 100,000 (the “Target Performance Shares”). The number of Target Performance Shares shall be used solely to calculate the maximum number of Shares that may be issued to Participant
under this Agreement (“Actual Performance Shares”). Both the number of Target Performance Shares and Actual Performance Shares shall be subject to adjustment as set forth in the Plan. The number of Shares issuable under the Award
may be subject to reduction as set forth in Paragraph 3. 
 2. Vesting Requirements. The Shares subject to the Award
shall initially be unvested and shall vest only in accordance with the vesting provisions of this Paragraph 2 or the special vesting acceleration provisions of Paragraph 4. The Shares in which Participant shall vest under this Paragraph 2 shall be
determined pursuant to a two-step process: (i) first there shall be calculated the maximum number of Shares in which Participant can vest based upon the level at which the Performance Goals specified in Appendix A of this Agreement (the
“Performance Goals”) for the performance period commencing on January 1, 2012 and ending on December 31, 2012 (the “Performance Period”) are actually attained and (ii) then the number of the Actual
Performance Shares resulting from the clause (i) calculation in which Participant shall actually 







 
vest shall be determined on the basis of Participant’s completion of the applicable service vesting provisions set forth below. Accordingly, the vesting of the Shares shall be calculated as
follows: 
 (a) Performance Vesting. The number of Actual Performance Shares to which Participant may become
entitled under this Agreement shall be calculated following the end of the Performance Period and shall be based on the level at which the Performance Goals for the Performance Period are determined to have been attained. The number of Actual
Performance Shares to which Participant may become entitled at the end of the Performance Period shall be calculated by multiplying the designated number of Target Performance Shares by a performance percentage ranging from 0% to 150%. The actual
performance percentage to be used for such purpose shall be determined in accordance with the methodology set forth in Appendix A and shall be tied to the attained level of Company performance for the Performance Period described in Appendix A. In
no event may the number of Actual Performance Shares exceed one hundred fifty percent (150%) of the Target Performance Shares. 
 (b) Service Vesting: The Actual Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which
Participant shall vest shall be determined as follows: 
 (i) If Participant remains in continued employment or
service with the Company or an Affiliate from January 1, 2012 through December 31, 2014 (the “Service Period”), on December 31, 2014, Participant shall vest in 100% of the Actual Performance Shares. 

(ii) In the event of Participant’s termination of employment or service by reason of death or Disability prior to the
end of the Performance Period, this Award shall immediately vest with respect to, and Participant shall be entitled to receive the number of Target Performance Shares (without regard to achievement of any Performance Goals). In the event of
Participant’s termination of continued employment or service with the Company or an Affiliate that occurs on or after completion of the Performance Period but prior to completion of the Service Period by reason of death or Disability,
Participant shall be entitled to receive the number of Actual Performance Shares (if any) to which Participant would be entitled based on the actual level at which the Performance Goals are achieved had Participant remained in employment or service
through the Service Period. 
 (iii) Should Participant’s employment or service be terminated by the Company
without Cause or by Participant for Good Reason during the Service Period, Participant shall be entitled to receive the number of Actual Performance Shares (if any) to which Participant would be entitled based on the actual level at which the
Performance Goals are achieved had Participant remained in employment or service through the Service Period. 

(iv) Should Participant cease continued employment or service with the Company or an Affiliate for any other reason prior
to the end of the Service Period, the Award shall be immediately canceled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award. 

  
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 (v) For purposes of this Agreement, “Cause”,
“Disability” and “Good Reason” shall be as defined in the employment agreement between Participant and the Company dated June 15, 2011 (the “Employment Agreement”). 

3. Performance Goals. 
 (a) Committee Determination. Following the end of the Performance Period, the Committee shall determine whether and the extent to which the Performance Goals have been achieved for the Performance
Period and shall determine the number of Actual Performance Shares, if any, issuable to Participant with respect to the level of achievement of the Performance Goals based on completion of the service vesting requirement; provided that with respect
to any Award to a “covered employee” within the meaning of Section 162(m) of the Code, the Committee shall have certified the achievement of the Performance Goals. The Committee’s determinations with respect to the achievement of
the Performance Goals shall be based on the Company’s audited financial statements, subject to any adjustments made by the Committee in accordance with Paragraph 3(b) below. If the threshold levels for the Performance Goals are not achieved,
the Award shall be cancelled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award. 
 (b) Committee Discretion to Reduce or Eliminate Award. Notwithstanding satisfaction, achievement or completion of the Performance Goals (or any adjustments thereto as provided below), the number of
Shares issuable hereunder may be reduced or eliminated by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. 
 (c) Modification of Performance Goals. The Committee shall have the right to adjust or modify the calculation of the Performance Goals as permitted under the Plan. 

(d) Section 162(m). To the extent the Committee has determined that this Award is intended to comply with the
performance-based exception to Section 162(m) of the Code and Participant is a “covered employee” within the meaning of Section 162(m) of the Code, all actions taken hereunder (including without limitation any adjustments of
Performance Goals) shall be made in a manner which would comply with Section 162(m) of the Code. 
 4. Change of
Control: Subject to Participant’s continued employment with the Company or an Affiliate on a Change of Control that occurs prior to completion of the Performance Period, this Award shall immediately vest with respect to, and Participant
shall become entitled to, the number of Target Performance Shares (without regard to achievement of any Performance Goals). Subject to Participant’s continued employment with the Company or an Affiliate on a Change of Control that occurs on or
after completion of the Performance Period but prior to completion of the Service Period, this Award shall immediately vest with respect to, and Participant shall become entitled to, the number of Actual Performance Shares (if any) to which
Participant would be entitled based on the actual level at which the Performance Goals are achieved. Such Shares (or other consideration payable in consideration of such Shares in consummation of the Change of Control) shall be issued on or within
five days following such Change of Control. 

  
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 5. Issuance of Shares; Withholding. 

(a) Except as otherwise provided under Paragraph 4, the Company shall issue the Shares to which Participant becomes entitled as soon as
practicable following completion of the Service Period but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the end of the Service Period, subject to the Company’s collection of any
Applicable Taxes; provided, however, that any Shares to which Participant becomes entitled under Paragraphs 2(b)(ii) and 2(b)(iii) shall be issued no later than the fifteenth (15th) day of the third (3rd) calendar month following the year
of Participant’s termination. 
 (b) Any Applicable Taxes required to be withheld with respect to the issuance of the
Shares under this Agreement shall be paid through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time of such issuance, a portion of the Shares with a Fair Market Value (measured as of the issuance date)
equal to the amount of those taxes. Notwithstanding the foregoing, the Company may, in its sole discretion, require that such Applicable Taxes be paid through Participant’s delivery of his or her separate check payable to the Company in the
amount of such taxes. 
 (c) In no event will any fractional shares be issued. 

(d) The holder of this Award shall not have any shareholder rights, including voting or dividend rights, with respect to the Shares
subject to the Award until Participant becomes the record holder of those Shares following their actual issuance after the satisfaction of the Applicable Taxes. 
 6. Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder, Participant may not transfer any interest in the Award or the underlying Shares. Any
Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated
beneficiary or beneficiaries of this Award. Participant may make such a beneficiary designation at any time by filing the appropriate form with the Committee or its designee. 
 7. Clawback. If Participant has breached any restrictive covenant (whether non-solicitation, non-competition, non-disparagement or confidentiality) under any agreement between Participant and the
Company or an Affiliate during employment or during the one (1) year period following termination of Participant’s employment or service with the Company or an Affiliate, the Company shall have the right to terminate this Award (and
Participant shall thereupon cease to have any right or entitlement to receive any Shares under this Award) to the extent outstanding and to cancel any Shares issued hereunder and be paid any proceeds received by Participant from the sale of Shares
issued hereunder. 
 8. Sections 409A and 457A. 
 (a) It is the intention of the parties that the provisions of this Agreement shall, to the maximum extent permissible, comply with the requirements of the short-term deferral


  
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exceptions of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A, including but
not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A
applicable to such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations
thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. 
 (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other
amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of
(i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s
death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance with
consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The
deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month
immediately following the date the Company receives proof of Participant’s death. 
 9. Compliance with Laws and
Regulations. The issuance of Shares pursuant to the Award shall be subject to compliance by the Company and Participant with all applicable laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be
required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Shares in order to be in compliance with applicable laws, rules and regulations. 
 10. Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its
successors and assigns and Participant and Participant’s assigns, beneficiaries, executors, administrators, heirs and successors. 
 11. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery: 
 if to the Company: 

  
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 Genpact Limited 
 Canon’s Court 
 22 Victoria Street 

Hamilton HM EX 

Bermuda 
 Attn:
Secretary 
 with a copy to: 
 Genpact LLC 
 105 Madison Avenue 

Second Floor 

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


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

			
	GENPACT LIMITED
		
	Signature:	 	/s/ Heather
White                                
	
	Name: Heather
White                                        
      
	
	Title: Vice
President                                        
        
	
	PARTICIPANT
		
	Signature:	 	/s/ V. N.
Tyagarajan                          
	
	Name: V. N.
Tyagarajan                                      

	
	Address:
                                         
                   



  
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 Exhibit 10.2 
 Appendix A 
 Organic Performance Goals: The Performance Goals to be
achieved under the Award are revenue growth and adjusted income from operations growth for the Company for the period commencing January 1, 2012 and ending December 31, 2012 (the “Performance Period”) compared to the
period beginning January 1, 2011 and ending December 31, 2011. For each goal there are three designated levels of attainment – threshold, target and outstanding. 

 

					
	 Performance Level
	  	Revenue Growth	 	Income from Operations
Growth
	 Outstanding
	  	20%	 	20%
	 Target
	  	17%	 	17%
	 Threshold
	  	14%	 	14%

  

	 	•	 	 For such purpose, revenue growth and adjusted income from operations growth shall be calculated without taking into account the effect of any
acquisition or restructuring that occurred during the Performance Period. 


  

	 	•	 	 The Actual Performance Shares to which Participant may become entitled subject to continued employment or service during the Service Period shall be
calculated by multiplying the designated number of Target Performance Shares by a performance percentage based on the level of achievement of each Performance Goal as follows (and rounding down to the nearest whole number):



  
 



 
  

	 	•	 	 Straight line interpolation will apply to performance levels between the ones illustrated above. 



 

	 	•	 	 If performance below threshold occurs for either metric, payout on the other metric will also be zero regardless of performance.



  

	 	•	 	 The goals will be measured based on Company-wide performance on a consolidated basis. 



  
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