Exhibit 10.3


 


Employer:
SC GENPACT Romania
SRL


Trade Registry J 40/4976/2005


Fiscal code 17362595


 


EMPLOYMENT
AGREEMENT


 


This agreement is made and
enrolled under no.     /     in
the General Register of Employeesl


 


A.  The
parties


 


Employer – a corporate entity SC
GENPACT Romania SRL


Having its registered office at 9-9A Dimitrie Pompei street, IRIDE
BUSINESS PARK, registered with the Trade Registry under no 

J 40 /4976/2005, fiscal coder 17362595, sole registration code 17362595 tel. Number
2028770 represented by Piyush MEHTA acting as Director HR Genpact Global &
Cristian POPESCU, Director HR Genpact Romania.


 


And


 


Employee – Mr. Patrick COGNY domiciled in Greengate, House
19, 148 Jancu Nicolae, Voluntari,  Bucharest, Romania holder of the passport no. 06AC51210 issued by
Prefecture De Police (16) Paris France, issued on 12 June, 2006.


 


Have agreed to make and enter into this employment agreement, under the
following terms.


 


B. Purpose of the agreement: the employee hereby agrees to perform the
salaried activity for the employer  as President and CEO, Genpact Europe (also known as General Manager)


 


C. Duration of the agreement:


The
contract is for unlimited duration commencing on October 1, 2007.


 


Previous
work experience with General Electric Company and Genpact International between
October 1st, 1990 until the date of this contract is recognized by the
company for any seniority driven benefits which may be established.


 


D.  Workplace


 


1.  Work shall be carried on at SC GENPACT Romania SRL.


2.  Given the nature of Mr. COGNY duties, the place of work may change,
at any moment, in accordance with the needs induced by the Company organisation
and management or with the career opportunities without implying a modification
of this contract.


 


E. Type of work


 


Position/trade/profession:
General Manager


 


F. Duties


 


The
employee’s duties are set out in the job description, attached to the contract
of employment.


 


G. Working conditions


 


Work
is carried out under normal conditions, according to Law no. 19/2000 regarding
the public pension and the social security benefits scheme, as subsequently
amended and supplemented.


 


 


	
   

  	
  /s/
  Patrick COGNY

  	
   

  	
  /s/
  Piyush Mehta

  	
   

  



 


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H. Duration of
work


 


Full-time employment, working time being 8
hours/day, 40 hours/week; 

Working hours shall be allocated as follows: 8
day hours 

Working hours may change under the terms provided by the internal
regulations/applicable collective  agreement.


 


I. Holidays


 


Annual holiday is 25 working days.


 


J.  Salary


 


1. Gross monthly basic salary shall be RON 70,574 (€ 21,
067). This shall be paid 12 times
per annum and  the annual
gross basic salary is therefore RON 846,914 (€ 252, 810). This is established as
an exchange rate of 1€=3.35  RON which
may be reviewed every six months.


 


2. Other constitutive elements:


a) Supplementary benefits: the employee will benefit from meal tickets


 


3. Overtime worked outside regular working hours or on non-working days
or public holidays shall be set off against paid time-off or compensated by
overtime pay, according to the applicable collective agreement or Law no.
53/2003 – the Labour Code.


 


4. The salary payment day/s shall be latest the 10th of the
following month.


Parties agree that salary will be paid by bank transfer rather than in
cash, and for this reason the Employee shall provide the name of bank and the
account number he/she wishes the salary to be transferred to, simultaneously
with signing this Contract, but within the period of two weeks from signing
this Contract, at the latest.  


At the same time the Employee shall be responsible for providing written
notice to the Employer within three working days from the change of his/her
personal and banking data as well as if the Employee wishes to have the salary
transferred to different bank account. The Employer shall not be liable for
default performance and possible delays and damage attributable to the Employee’s
failure to observe this obligation.


 


5. Base Salary Increments: amount and payout frequency are subject to
management decision of Genpact Romania based on business performance and
distributed according to employee performance at all times.


 


6. Variable compensation/ Bonus payout in Genpact Romania: terms and
conditions are subject to management decision of Genpact Romania based on
business performance against the Operating Plan, reviewed annually, and
distributed according to employee performance at all times. Bonus amount is
never a guaranteed amount.


 


K.  Other clauses


 


a) There is no probationary period as the Employee is already working for
the GENPACT Group.


 


b) The notice on dismissal shall be 20 working days, according to Law no.
53/2003 – the Labour Code or the collective agreement. In case of termination
by the Employer, except for serious misconduct, the Employer shall pay the
Employee a one off payment equivalent to 10 months of base salary. This payment
would be reduced by any payment due according to collective agreement and/or
law in Romania.


 


c) The notice on resignation shall be 30 calendar days


 


d) In respect of overseas employment, the information stated at art. 18,
paragraph (1) of Law no. 53/2003 shall be set out in the contract of
employment.


 


 


	
   

  	
  /s/
  Patrick COGNY

  	
   

  	
  /s/
  Piyush Mehta

  	
   

  



 


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(e.1)
Confidentiality clause


 


(e.1.1.) The Employee agrees not to disclose
or use at any time during or after the termination of his/her employment, any
trade secret or confidential information obtained in the course of employment
with respect to GECIS/GENPACT operations, whether related to local or
international organisations. In particular you should ensure that confidential
information is not leaked to the media.


 


(e.1.2.) Privileged information shall be laid down in the GENPACT
Internal Regulation, and includes results  of investigations and experiments, customer and balance sheet lists,
costing methods and results, sales and pricing information, marketing information,
goals or strategies, etc.


 


(e.1.3.) The written documents or materials made available to the
Employee by GENPACT, for his/her use  or those developed by the Employee during the term of his/her employment
contract shall be returned to GENPACT on termination of the employment
contract.


 


(e.1.4.) The Employee agrees to keep his/her salary paid by GENPACT in
strict confidence.


 


(e.1.5.) The Employee may use the Employer’s hardware and software
solely in accordance with  instructions
issued by the General Manager. The Employee may not remove from the Employer’s
offices any hardware or software without express permission from the General
Manager. By no means shall the Employee download data or software from his
business desktop other than with the General Manager’s prior express consent.


 


(e.1.6.) This confidentiality obligation shall have effect both
throughout the term of the employment  agreement and for an unlimited period after termination of the
individual employment agreement. If acting in breach of the above confidentiality obligation, the Employee shall be
liable to indemnify the Employer for any damage caused as a result of breaching
the obligation undertaken (including expenses incurred with the lawyers’ fees
occasioned by such breach of contractual obligations).


 


(e.2)
Loyalty clause


 


(e.2.1.)
The Employee undertakes, throughout the term of his employment agreement with
the Employer  and
subsequent to termination thereof, to refrain from disparaging the Employer,
its employees or customers/clients.


 


(e.2.2.)
Throughout the term of his employment agreement with the Employer the Employee
undertakes not  to divert the
Employer’s clientele towards any person competing with it or conducting an
activity identical with, similar to, or competing against, that of the Employer
by using the connections established with such clientele in the course of
performing activities for the Employer


 


(e.2.4.)
If breaching the above loyalty obligation, the Employee shall be liable to
indemnify the Employer for any damage caused as a result of breaching the
obligation undertaken (including expenses incurred with lawyers’ fees
occasioned by such breach of contractual obligations).


 


(e.3.)
Personal data processing


 


The
Employee agrees to provide required personal data as well as consents the
Employer to use and/or disclose such data to any third party. The Employer
shall be obliged to safeguard the Employee’s personal rights when disclosing
the Employee’s personal data. In case of termination the Employer shall observe
the regulations concerning the protection of personal data.


 


(e.4.)
Proprietary Information


 


The
intellectual property rights over inventions developed by the Employee alone or
in cooperation with others throughout his employment and within the scope of
his job duties, in accordance with his employment agreement, shall vest in the
Employer and shall be subject to no compensation.


The
provisions of this clause shall be supplemented with the provisions of Law no.
64/1991 on patents and other relevant legislation in the field of intellectual
property rights.


 


(e.5)
Other benefits granted to the Employee


 


 


	
   

  	
  /s/
  Patrick COGNY

  	
   

  	
  /s/
  Piyush Mehta

  	
   

  



 


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(e.5.1.) GENPACT shall grant to the Employee the following fringe
benefits:


 


a) Mobile telephone (as per company policy);


b) Laptop (as per company policy).


 


(e.5.2.) The company will provide the employee with housing in Romania
by reimbursing the rent of a dwelling up to a month amount of € 6,500 including utility costs.


 


(e.5.3) The Employer will reimburse the Employee for the costs
associated with the international school for  his two children. These costs will not exceed
an amount of $ 20, 000 (Twenty Thousand USD) per
annum per child.


 


The Employee will have to submit to the Employer the original of the
invoices issued by the school. For these reimbursements, a benefit in kind will
be declared to the social administration and employee’s social contributions
will be withheld.


 


(e.5.4) Vehicle


 


The Employee shall use a company car. 


 


For the private use of this vehicle, a benefit in kind will be declared
to the social administration and  employee’s social contributions will be withheld.


 


The Company in accordance with the Company Car policy, shall pay the
civil and professional liability  insurance of the car and its passengers as well as fuel and maintenance
expenses. The company shall be immediately informed of any event, accident or
incident with this vehicle so that the company shall take the justified
actions.


 


The Employee will have to remit this vehicle to the Company, as well as
the documents and equipments  (such as keys) limited to his vehicle at the end of his labour contract.


 


(e.5.5)
Employee benefits


 


The
Employee will be covered for the following benefits with equivalent level to
the level of coverage before joining the Company:


 


	
   

  	
  a.

  	
  Medical
  coverage

  
	
   

  	
  b.

  	
  Death
  and disability coverage

  
	
   

  	
  c.

  	
  Additional
  retirement benefit.

  
	
   

  	
  d.

  	
  Relocation
  to France in case of termination of this labor contract

  
	
   

  	
  e.

  	
  Annual
  trip to France for Self and immediate Family

  



 


 


The
costs for these benefits will be borne jointly by the Employee and the
Employer.


 


(e.7.)
Reimbursement of expenses incurred by the Employee


 


(e.7.1.)
Expenses incurred by the Employee, in the exercise of professional duties,
within the limits prescribed by the Internal Regulation and according to the
specific plan submitted for prior approval to the relevant manager of GENPACT,
shall be reimbursed by GENPACT on the basis of written expense reports duly
signed and accompanied by the related receipts.


 


(e.7.2.)
Business trips outside Romania expenses shall be fully reimbursed, in the same
way as operational expenses relating to the Romanian - based business activity.


 


(e.8.)
Take over of responsibilities and goods


 


The
Employee is required upon termination of the employment agreement to transfer
all ongoing responsibilities arising from the scope of work to his/her direct
supervisor, furthermore to immediately return all items, which have been taken
over by him/her upon receipt and belong to the Employer, or which by their
nature are for the use of Employer employees or including, without limitation,
all written and other materials which are of a secret as confidential nature
relating to the business of the Employer or any member


 


 


	
   

  	
  /s/
  Patrick COGNY

  	
   

  	
  /s/
  Piyush Mehta

  	
   

  



 


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company of the Employer’s direct or indirect parent company group. The
takeover and return must in each case be properly documented.


 


L. General rights and duties of the parties


 


1.  The employee
shall have the following rights:


 


a)   The right to salary for the work done.


b)   The right to daily and weekly rest.


c)   The right to annual holiday.


d)   The  right to equal opportunities and treatment.


e)   The right to health and safety at work.


f)    The right to professional training, subject to the addenda.


 


2.  The employee shall  have
the following duties:


 


a)   The duty to observe work discipline.


b)     The duty of fidelity towards the employer
while carrying out professional duties.


c)   The duty to observe health and safety at work
rules.


d)     The duty to keep the trade secret.


 


3.  The employer
shall have the following rights:


 


a)  To give mandatory instructions to the
employees, if lawful.


b)  To exercise control over the performance of professional tasks.


c)  To ascertain violations of disciplinary rules and impose adequate
sanctions, according to law, the applicable collective agreement and internal
regulations.


 


4.  The employer shall have the following duties:


 


a)  To provide to
the employee all the rights and entitlements arising from the contract of
employment, the collective agreement and the law.


b)  Permanently ensure the technical and
organisational conditions foreseen by the working regulations, and suitable
working conditions.


c)  Inform the employee on the working conditions
and the matters relevant to employment relations.


d)  Issue, if so requested, any documents
acknowledging that the person is an employee of the company.


e)  Ensure confidentiality of the employee’s
personal data.


 


M.  Final provisions


 


The
provisions of this contract of employment shall be complemented by Law no.
53/2003 – the Labour Code and the applicable collective agreement at national
level, registered under no. 20.01/31.01.2005 with the Romanian Ministry of
Labour, Social Solidarity and Family.


 


Any amendment to the contractual clauses during performance of the
contract of employment shall be in the form of an addendum to the contract,
according to law.


 


This individual contract of employment was made in three copies, one for
each party and one to be filed with the Territorial Labour Inspectorate.


 


Disputes over the conclusion, performance, amendment, suspension or
termination hereof shall be settled by the court of competent jurisdiction,
according to law.


 


 


	
  /s/
  Patrick COGNY

  	
   

  	
  /s/
  Piyush Mehta

  	
   

  	
  /s/
  Cristian Popescu

  
	
  Patrick
  COGNY

  	
  For Genpact Romania

  	
   

  
	
   

  	
  Mr
  Piyush Mehta

  	
  Mr
  Cristian Popescu

  
	
   

  	
  HR
  Director Global

  	
  HR
  Director Romania

  
	
   

  	
   

  	
   

  
	
   

  	
  [SEAL]

  
						



 


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