Exhibit 10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of December 24, 2007, by and between Genpact Limited, a Bermuda
limited exempted company (the “Company”), and Pramod Bhasin (the “Executive”
and, together with the Company, the “Parties”).


 


WITNESSETH:


 


A.            The
Company desires to continue to employ the Executive, and the Executive desires
to continue to be employed by the Company, on the terms and conditions set
forth in this Agreement.


 


B.            The
Executive acknowledges that (i) the Executive’s employment with the
Company and its affiliates has provided and will provide the Executive with
trade secrets of, and confidential information concerning, the Company and (ii) the
covenants contained in this Agreement are essential to protect the business and
goodwill of the Company.


 


D.            The
Executive entered into an employment agreement with Genpact Global Holdings
SICAR, a Societé à
Responsabilité Limitée organized as a Societé
d’Investissement en Capital à Risque
under the laws of the Grand Duchy of Luxembourg and a subsidiary of the
Company (“GGH”) and Genpact International Holdings, a Societé
à Responsabilité
Limitée under the laws of the Grand Duchy of Luxembourg and
wholly-owned subsidiary of GGH (together with GGH, the “Prior Employers”),
dated as of July 26, 2005 (the “Prior Employment Agreement”), which
was assigned to and assumed by the Company as of July 13, 2007.


 


E.             The
Parties desire to amend and restate the Prior Employment Agreement as set forth
herein.


 


Accordingly, in consideration of the promises
and the respective covenants and agreements of the Parties set forth below, and
intending to be legally bound hereby, the Parties agree as follows:


 


Section 1.               Employment.  The Company hereby continues to agree to employ
the Executive, and the Executive hereby continues to accept such employment, on
the terms and conditions set forth in this Agreement.


 


Section 2.               Term.  This
Agreement shall be effective for a period commencing as of January 1, 2005
(the “Effective Date”) and ending on the date this Agreement and the
Executive’s employment hereunder are terminated in accordance with the
provisions of Section 8 (such period, the “Term”).


 


Section 3.              Duties, Authority, Status and
Responsibilities.


 


(a)              The
Executive shall serve as Chief Executive Officer of the Company, as a member of
the board of directors of the Company (the “Board”) and in 


 

















 


such other positions as the Board may from time to time reasonably
determine, subject at all times to the direction, supervision and authority of
the Board.  The Executive’s duties shall
include such duties as the Board may from time to time reasonably assign.


 


(b)              During
the Term and except as otherwise agreed by the Company, the Executive shall
devote the Executive’s full employable time, attention and best efforts to the
business affairs of the Company and its subsidiaries (except during vacations
or illness) and will not actively engage in outside activities, whether or not
such activity is pursued for gain, profit or other pecuniary advantage unless
such activity (and the amount thereof) is approved by the Board; provided,
however, the Executive may devote time to personal investments,
philanthropic service or other personal matters without obtaining such Board
approval.  In addition to the other
titles and responsibilities described in this Section 3, if requested by
the Board, the Executive shall serve (without additional compensation) during
the Term as an officer or director of any subsidiary of the Company.


 


(c)              The
Company reserves the right to depute or second the Executive during the Term to
any of its affiliates or group entities.


 


Section 4.               Cash Compensation.


 


(a)              Base
Salary.  Effective as of April 1,
2007, the Executive shall receive an annual base salary (the “Base Salary”)
of not less than U.S.$656,000.  The Base
Salary shall be payable in accordance with the customary payroll practices of
the Company for salaried employees in the United States.  The Board, or a committee thereof, shall
review the Executive’s Base Salary at such times each year that the Board or
committee reviews the compensation of other senior executive officers.


 


(b)              Annual
Bonus.  During the Term, the
Executive shall be eligible to receive an annual cash bonus (the “Annual
Bonus”) in respect of each full or partial fiscal year of the Company
ending during the Term (each, a “Fiscal Year”, which as of the date
hereof, is the period January 1 through December 31), with such
Annual Bonus to equal 120% of Base Salary for such Fiscal Year (or such higher
amount determined by the Board), subject to the attainment of such performance
targets as are established by the Board, or a committee thereof, for such
Fiscal Year.  Any such Annual Bonus shall
be paid to the Executive on or after the first day (but in no event later than
the fifteenth day of the third month) of the Fiscal Year following the Fiscal
Year to which the Annual Bonus relates.


 


(c)              Retention
Bonus; IPO Bonus.


 


(i)          The
Executive shall be entitled to receive a retention bonus (the “Retention
Bonus”) on January 1, 2010 (the “Payment Date”) in an amount
equal to the product of (A) $2,500,000 and (B) the Vested Percentage
(as defined in Section 4(c)(ii) below) as of the Payment Date.


 


(ii)         Subject
to the Executive’s continued employment with the Company through the end of the
applicable three-month period, the “Vested  


 


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Percentage” shall equal 5% on the date which is three months
following the Effective Date and shall be increased by an additional 5% on the
last day of each subsequent three-month period, such that the Vested Percentage
shall equal 100% on the fifth anniversary of the Effective Date, provided,
however, that, prior to January 1, 2010, (A) in the event of
the Executive’s termination pursuant to Section 8(a) or 8(b), the
Vested Percentage shall be calculated as if the Executive remained employed for
an additional period of 12 months following such termination, (B) in
the event of the Executive’s termination pursuant to Section 8(d), the
Vested Percentage shall be calculated as if the Executive remained employed for
an additional period of 12 months following such termination, (C) in
the event of a Change in Control (as defined in the Company’s 2007 Omnibus
Incentive Compensation Plan (the “Plan”)), the Vested Percentage shall
be 100%.


 


(iii)        The
Retention Bonus shall be paid at the Company’s election in cash, shares of
common stock of the Company (“Common Stock”) or any combination thereof
as soon as reasonably practicable following the Payment Date, but in no event
later than five business days following the Payment Date.  To the extent the Retention Bonus is paid in
shares of Common Stock which are not at the time freely tradable on an
established securities market, the Executive shall have the right to direct the
Company to withhold a portion of those shares in satisfaction of all applicable
withholding taxes.  For purposes of such
withholding tax obligation, the withheld shares shall be valued at their “Fair
Market Value” (as defined in the Plan) as of the date such withholding tax
obligation arises, and in no event shall the withheld shares have an aggregate
Fair Market Value in excess of the minimum required tax withholding obligation
with respect to the share issuance.


 


(iv)       Notwithstanding
any of the foregoing, in no event shall the Executive receive any portion of
the Retention Bonus if his employment is terminated by the Company for Cause
prior to the Payment Date.


 


(v)        In
connection with the initial public offering of the Company (the “IPO”),
the Executive shall be entitled to receive a special bonus payment in an amount
equal to $2,500,000 (the “IPO Bonus”). 
Payment of the IPO Bonus shall be made in cash as soon as reasonably
practicable following January 1, 2008, but in no event later than January 31,
2008.


 


Section 5.               Equity Compensation.


 


(a)              Option
Grants.  The Executive will be
eligible for option grants under the Plan or any successor thereto on and after
the date hereof; provided, that the making of any such grants, and the
terms and conditions applicable thereto, shall be determined by the Board (or
the appropriate committee thereof) in its sole discretion.


 


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Section 6.               Expenses. 
During the Term, the Executive shall be entitled to receive prompt
reimbursement for all travel and business expenses reasonably incurred and
accounted for by the Executive (in accordance with the policies and procedures
established from time to time by the Company) in performing services hereunder.


 


Section 7.               Other Benefits.


 


(a)              Employee
Benefits, Fringe Benefits and Perquisites. 
During the Term, the Executive shall be able to participate in employee
benefit plans and perquisite and fringe benefit programs on a basis no less
favorable than such benefits and perquisites are provided by the Company from
time to time to the Company’s other senior executives.  In addition, effective January 1, 2008
and continuing during the Term, the Executive shall receive (i) reimbursement
of the actual costs incurred by the Executive of utilities (including
telephone) related to his primary residence and the Executive’s expenses related
to his automobile and driver and (ii) an annual amount of U.S.$60,000 to
cover such other personal costs as the Executive deems appropriate with such
amount paid to the Executive in equal installments on the date of payments of
his Base Salary each year.


 


(b)              Special
Pension Benefit.


 


(i)          Normal
Retirement Benefit.  The Executive
shall be eligible to receive from the Company a special pension benefit (the “Special
Pension Benefit”), which shall be payable in the amounts, at the times and
in the forms described in this Section 7(b).


 


(ii)         Unless
the Executive elects otherwise in accordance with this Section 7(b), the
Special Pension Benefit shall be payable in the form of a five-year sum certain
joint and survivor life annuity benefit (the “Normal Benefit”) in the
annual amount of US$ 190,000 (such annual amount, as adjusted pursuant to this Section 7(b),
the “Annual Amount”) commencing on the earliest of (A) the Executive’s
separation from service with the Company (as defined in Section 1.409A-1(h) of
the Treasury Regulations promulgated under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code” and, such regulations, the “409A
Regulations”)) that  occurs on or
after the Executive’s obtaining age 60, (B) the Executive’s death or
disability (within the meaning of Section 1.401A-3(i)(4) of the 409A
Regulations) and (C) the Executive’s attaining age 65 (such date, the “Commencement
Date”).  Unless the Executive elects
otherwise in accordance with this Section 7(b), the Special Pension
Benefit shall be paid in equal monthly installments on the 15th day of each
month beginning with the first full month following the Commencement Date, with
each such installment equal to 1/12 of the Annual Amount, provided, however,
that if the Special Pension Benefit becomes payable as a result of the
Executive’s separation from service with the Company (other than due to death
or disability) at a time when the Executive is a “specified employee” of the
Company (as defined in Section 409A-1(i)(1) of the 409A Regulations
and as determined by the Company) and the Company’s stock is publicly traded on
an established securities market, then no payments shall be made until the
earlier of (A) the expiration of the six month period following such
separation from 


 


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service and (B) the Executive’s death (the “Delay Period”)
and any amounts that would otherwise have been paid during the Delay Period
shall be paid in lump sum on the first business day following the end of the
Delay Period. The Executive shall be entitled to interest on the deferred
benefits and payments for the Delay Period, with such interest to accrue at the
prime rate in effect from time to time during that period and to be paid in a
lump sum on the first business day following the end of the Delay Period.


 


(iii)        Election
to Defer Commencement.  The Executive
may elect to have the Special Pension Benefit commence on a date later than the
Commencement Date, but only if (A) such alternative date is permitted to
be a commencement date for payment under the General Electric Company Pension
Plan, as amended and restated as of July 1, 2003, a copy of which is on
file with the Corporate Secretary of the Company (the “GE Plan”) and (B) such
election to delay the Commencement Date satisfies the subsequent deferral
election requirements under Section 409A. 
In the event of any such election, the Annual Amount shall be adjusted
in accordance with the terms of the GE Plan.


 


(iv)       Form of
Payment.  The Executive may elect to
have the Special Pension Benefit be paid in a form other than the form of the Normal
Benefit, but only if (A) such alternative form is permitted under the GE
Plan and (B) such election to change the form of payment satisfies the
requirements for subsequent elections to change the form of payment under Section 409A.  In the event of any such election, the Annual
Amount shall be adjusted to reflect the applicable form of payment in
accordance with the terms of the GE Plan.


 


(v)        Administration
of Special Pension Benefit.  The
Special Pension Benefit shall be administered by the Board, or a committee thereof,
in accordance with the terms and purposes of Section 7(b).  The Board, or a committee thereof, shall have
the sole and absolute discretionary duty and authority to interpret the
provisions of Section 7(b) and the GE Plan as it pertains to Section 7(b) and
determine the amount and manner of payments of the Special Pension Benefit due
to the Executive.


 


(vi)       No
Off-Set; Unsecured Creditor.  In no
event shall the Special Pension Benefit be reduced by any amounts otherwise
payable to the Executive under the GE Plan. 
The Executive’s rights to the Special Pension Benefit shall be solely
those of an unsecured general creditor of the Company, and nothing herein shall
be deemed to give the Executive any right to particular assets of the Company
or to require the Company to establish a fund or trust for the benefit of the
Executive or otherwise set aside assets for his benefit.


 


(c)              Vacations.  The Executive shall be entitled to four (4) weeks
paid vacation during each year of the Term. 
The Executive shall also be entitled to all paid holidays and personal
days given by the Company to its senior executives.


 


(d)              Relocation.  If the Executive relocates his residence at
the request of the Company during the Term, the Company shall, consistent with
its 


 


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relocation policies and subject to Section 10(d)(iii), reimburse
the Executive for the Executive’s expenses incurred for relocating himself and
his immediate family.


 


(e)              Indemnification.  The Company and its successors and/or assigns
will indemnify and defend the Executive to the fullest extent permitted by
applicable law of the jurisdiction in which the Company is incorporated and the
organizational documents of the Company with respect to any claims that may be
brought against the Executive arising out of any action taken or not taken in
the Executive’s capacity as an officer or director of the Company or any of its
affiliates.  In addition, the Executive
shall be covered, in respect of the Executive’s activities as a director and
officer of the Company or any of its affiliates, by the Company’s Directors and
Officers liability policy or other comparable policies obtained by the Company’s
successors, to the fullest extent permitted by such policies.  The Company’s indemnification obligations
under this Section 7(e) shall remain in effect following the
Executive’s termination of employment with the Company.


 


Section 8.               Termination. 
The Executive’s employment hereunder may be terminated under the
following circumstances:


 


(a)              Death.  The Executive’s employment hereunder shall
terminate upon the Executive’s death.  Upon
any termination of the Executive’s employment hereunder as a result of this Section 8(a),
the Executive’s estate shall be entitled to receive (i) his Base Salary
through the date of termination, (ii) any earned but unpaid Annual Bonus
for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (iii) a
pro-rata amount of the Annual Bonus for the Fiscal Year in which the
termination occurs, (iv) the dollar value of all accrued and unused
vacation based upon the Executive’s most recent level of Base Salary (v) any
vested portion of the Retention Bonus, including the portion which vests upon
such termination of employment and (vi) any earned but unpaid IPO Bonus.  In addition, outstanding equity awards will
accelerate in accordance with the terms of the agreements evidencing the
awards.  All other benefits, if any, due
to the Executive’s estate following the Executive’s termination due to death
shall be determined in accordance with the plans, policies and practices of the
Company; provided, however, that the Executive (or his estate, as
the case may be) shall not participate in any severance plan, policy or program
of the Company.  The Executive’s estate
shall not accrue any additional compensation (including any Base Salary or
Annual Bonus) or other benefits under this Agreement following such termination
of employment.  The amounts payable pursuant
to this Section 8(a) (other than with respect to the payments under
clause (vi), which are subject to Section 4(c)(v)) shall be paid, in lump
sum, as soon as practicable following such termination, but in no event later
than 30 days after the date of such termination.


 


(b)              Disability.  The Company may terminate the Executive’s
employment hereunder for Disability.  “Disability”
shall mean the Executive’s inability, due to physical or mental incapacity, to
substantially perform the Executive’s duties and responsibilities under this
Agreement for a period of 180 consecutive days. 
In conjunction with determining Disability for purposes of this
Agreement, the Executive hereby (i) consents to any such examinations
which are relevant to a determination of 


 


6

















 


whether the Executive is mentally and/or physically disabled and (ii) agrees
to furnish such medical information as may be reasonably requested.  Upon any termination of the Executive’s
employment hereunder pursuant to this Section 8(b), the Executive shall be
entitled to receive (A) his Base Salary through the date of termination, (B) any
earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in
which the termination occurs, (C) a pro-rata amount of the Annual Bonus
for the Fiscal Year in which the termination occurs, (D) the dollar value
of all accrued and unused vacation based upon the Executive’s most recent level
of Base Salary, (E) any vested portion of the Retention Bonus, including
the portion which vests upon such termination of employment and (F) any earned
but unpaid IPO Bonus.  In addition,
outstanding equity awards will accelerate in accordance with the terms of the
agreements evidencing the awards.  All
other benefits, if any, due to the Executive following the Executive’s
termination by the Company for Disability shall be determined in accordance
with the plans, policies and practices of the Company; provided, however,
that the Executive shall not participate in any severance plan, policy or
program of the Company.  The Executive
shall not accrue any additional compensation (including any Base Salary or
Annual Bonus) or other benefits under this Agreement following such termination
of employment.  The amounts payable
pursuant to this Section 8(b) (other than with respect to the
payments under clause (E), which are subject to Section 4(c)(i) and
the payments under clause (F) which are subject to Section 4(c)(v))
shall be paid, in lump sum, as soon as practicable following such termination,
but in no event later than 30 days after the date of such termination.


 


(c)              Termination
for Cause; Voluntary Termination.


 


(i)          At
any time during the Term, (A) the Company may terminate the Executive’s
employment hereunder for “Cause” (as defined below) by written notice,
specifying the grounds for Cause in reasonable detail, and (B) the
Executive may terminate his employment hereunder “voluntarily” (that is, other
than by death, Disability or for Good Reason, in accordance with Section 8(a),
8(b) or 8(d)).  “Cause” shall
mean:  (I) any conviction by a court
of, or entry of a pleading of guilty or nolo contendere by the Executive with
respect to, a felony or any lesser crime involving moral turpitude or a
material element of which is fraud or dishonesty; (II) the Executive’s
willful dishonesty of a substantial nature towards the Company and any of its
subsidiaries; (III) the Executive’s material breach of this Agreement,
which breach is not cured by the Executive to the reasonable satisfaction of
the Company within 30 business days of the date the Company delivers written
notice of such breach to the Executive; or (IV) the Executive’s material,
knowing and intentional failure to comply with material applicable laws with
respect to the execution of the Company’s and its subsidiaries’ business operations,
including, without limitation, a knowing and intentional failure to comply with
the Prevention of Corruption Act of India, 1988 or the Foreign Corrupt
Practices Act 1977 of the US Congress, as amended; provided, that if all
of the following conditions exist, there will be a presumption that the
Executive has acted in accordance with such applicable laws, the Executive is
following, in good faith, the written advice of counsel, such counsel having
been approved by the Board as outside counsel to the Company for regulatory and
compliance matters, in the form of a legal memorandum or a written legal
opinion, and the Executive has, in good faith, provided to such counsel all 


 


7

















 


accurate and truthful facts necessary for such counsel to render such
legal memorandum or written legal opinion.


 


(ii)         Upon
the termination of the Executive’s employment hereunder pursuant to Section 8(c) by
the Company for Cause, the Executive shall be entitled to receive (A) his Base
Salary through the date of termination, (B) any earned but unpaid Annual
Bonus for any Fiscal Year preceding the Fiscal Year in which the termination
occurs, (C) the dollar value of all accrued and unused vacation based upon
the Executive’s most recent level of Base Salary and (D) any earned but unpaid
IPO Bonus.  The Executive shall not
accrue any additional compensation (including any Base Salary or Annual Bonus)
or other benefits under this Agreement following such termination of
employment.  The amounts payable pursuant
to this Section 8(c)(ii) (other than payments under clause (D) which
are subject to Section 4(c)(v)) shall be paid, in lump sum, as soon as
practicable following such termination, but in no event later 30 days after the
date of such termination.


 


(iii)        Upon
the termination of the Executive’s employment hereunder pursuant to Section 8(c) due
to the Executive’s voluntary termination, the Executive shall be entitled to
receive (A) his Base Salary through the date of termination, (B) any earned
but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which
the termination occurs, (C) a pro-rata amount of the Annual Bonus for the
Fiscal Year in which the termination occurs (but only if the applicable
performance target for the entirety of such Fiscal Year is achieved), (D) the
dollar value of all accrued and unused vacation based upon the Executive’s most
recent level of Base Salary, (E) any vested portion of the Retention Bonus
and (F) any earned but unpaid IPO Bonus. 
In addition, outstanding equity awards will accelerate in accordance
with the terms of the agreements evidencing the awards.  The Executive shall not accrue any additional
compensation (including any Base Salary or Annual Bonus) or other benefits
under this Agreement following such termination of employment.  The amounts payable pursuant to this Section 8(c)(iii) (other
than with respect to the payments under clause (C) which shall be paid on
or after the first day (but in no event later than the fifteenth day of the
third month) of the Fiscal Year following the Fiscal Year in which such
termination occurs, the payments under clause (E) which are subject to Section 4(c)(i) and
the payments under clause (F) which are subject to Section 4(c)(v))
shall be paid, in lump sum, as soon as practicable following such termination,
but in no event later than 30 days after the date of such termination.


 


(iv)       All
other benefits, if any, due to the Executive following the Executive’s
termination of employment for Cause or due to voluntary termination pursuant to
Section 8(c) shall be determined in accordance with the plans,
policies and practices of the Company; provided, however, that the
Executive shall not participate in any severance plan, policy or program of the
Company.


 


(d)           Termination
for Good Reason or Without Cause.


 


(i)          At
any time during the Term, (A) the Executive may terminate the Executive’s
employment hereunder for “Good Reason” (as defined 


 


8

















 


below) and (B) the Company may terminate the Executive’s
employment hereunder without Cause (and other than for death or Disability).  “Good Reason” shall mean the
occurrence, without the Executive’s prior written consent, of any of the
following events:  (I) a reduction
in the nature or scope of the Executive’s authority or duties from those contemplated
by this Agreement; (II) a reduction in the then current Base Salary,
target Annual Bonus or fringe benefits specific to the Executive; or (III) causing
or requiring the Executive to report to any person other than the Board; provided,
however, that any such event described in (I), (II) or (III) above
shall not constitute Good Reason unless and until the Executive shall have
provided the Company with notice of such event and the Company shall have
failed to remedy such event within 30 days of receipt of such notice.


 


(ii)         Upon
the termination of the Executive’s employment hereunder pursuant to Section 8(d),
the Executive shall receive the following payments:  (A) payment of an amount equal to the sum
of (I) any earned but unpaid Base Salary through the date of termination, (II) any
earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which
the termination occurs, (III) a pro-rata amount of the Annual Bonus for
the Fiscal Year in which the termination occurs and (IV) the dollar value
of all accrued and unused vacation based upon the Executive’s most recent level
of Base Salary, (B) payment of any vested portion of the Retention Bonus,
including the portion which vests upon such termination of employment,  (C) payment of an amount equal to the sum
of (X) two times the Executive’s Base Salary (at the rate then in effect)
and (Y) two times the Annual Bonus the Executive received for the Fiscal
Year preceding the Fiscal Year in which the termination occurs and (D) any
earned but unpaid IPO Bonus.  The amounts
payable pursuant to the foregoing sentence in Section 8(d) (other
than with respect to the payments under clause (D) which are subject to Section 4(c)(v))
shall be paid, in lump sum, within sixty (60) days following the Executive’s separation
from service with the Company (as defined in Section 1.409A-1(h) of
the 409A Regulations).  In addition,
outstanding equity awards will accelerate in accordance with the terms of the
agreements evidencing the awards.


 


(iii)        In
addition, the Company shall continue to provide, at the Company’s cost, health
benefits to the Executive and his spouse and other eligible dependents at the
same level of coverage and benefits as is provided to U.S.-based senior
executives of the Company for the two-year period following the date of the
Executive’s termination; provided, that the Company’s obligation to
provide any such health benefits shall cease with respect to each such health
benefits at the time the Executive and his spouse and other eligible dependents
become eligible for such health benefits from another employer.  To the extent that the provision of health
benefits is not permissible after termination of employment under the terms of
the benefit plans of the Company then in effect, the Company shall pay to the
Executive such amount as is necessary to provide the Executive, after tax, with
an amount equal to the cost of acquiring, for the Executive and his spouse and
other eligible dependents, on a non-group basis, for the required period, those
health benefits that would otherwise be lost to the Executive and his spouse
and other eligible dependents as a result of the Executive’s termination.  All other benefits, if any, due the Executive
following a termination pursuant to Section 8(d) shall be determined
in accordance with the plans, policies and practices of the Company; provided,
however, that the Executive shall not participate in any severance plan,
policy 


 


9

















 


or program of the Company.  The
Executive shall not accrue any additional compensation (including any Base
Salary or Annual Bonus) or other benefits under this Agreement following such
termination of employment.  Any in-kind health
benefits coverage (or any payments for such coverage) provided in any one
calendar year shall not affect the amount of in-kind benefits (or any payments)
in any subsequent calendar year for which the health care coverage is to be
provided hereunder and the right to continued health care benefits (or payments
therefor) cannot be liquidated or exchanged for any other benefit.


 


(e)           Execution
of Release of All Claims.  Notwithstanding
any other provision of this Agreement to the contrary, the Executive acknowledges
and agrees that any and all payments and benefits to which the Executive is
entitled under Section 8(d) (other than the acceleration of any
equity awards) are conditional upon, and subject to, the Executive’s execution
of a mutual release and waiver of claims in the form attached hereto as Exhibit A.  The release must be executed by the Executive
and the Company and effective on or prior to the 60th day after the date of
termination of the Executive’s employment with the Company.


 


(f)            Notice
of Termination.  Any purported
termination of employment by the Company or the Executive shall be communicated
by a written Notice of Termination to the Executive or the Company,
respectively, delivered in accordance with Section 10(f) hereof.  For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which shall indicate the specific
termination provision in the Agreement relied upon, the date of termination,
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.  The date of termination of the Executive’s
employment shall be the date so stated in the Notice of Termination, which
date, in the event of a termination initiated by the Executive or by the
Company pursuant to Section 8(d) shall be no less than 30 days
following the delivery of a Notice of Termination or in the event of a
termination initiated by the Executive pursuant to Section 8(c) shall
be no less than 30 days following the delivery of a Notice of Termination; provided,
however, that in the case of a termination for Cause by the Company, the
date of termination shall be the date the Notice of Termination is delivered in
accordance with Section 8(c).


 


Section 9.               Restrictive Covenants.


 


(a)              Noncompetition.  In consideration of the payments by the
Company to the Executive pursuant to this Agreement, the Executive hereby
covenants and agrees that, during the Term and for the one-year period
following the date of the Executive’s termination for any reason, the Executive
shall not, without the prior written consent of the Company, engage in “Competition”
(as defined below) with the Company, the Prior Employers or any of their
respective affiliates or subsidiaries (collectively, the “Company Group”).  For purposes of this Agreement, if the
Executive takes any of the following actions he shall be engaged in “Competition”:
 engaging in or carrying on, directly or
indirectly, any enterprise, whether as an advisor, principal, agent, partner,
officer, director, employee, stockholder, associate or consultant to any of the
five entities 


 


10

















 


listed on the competitor list attached as Exhibit B hereto,
or any successor of any such entity, which competitor list may be amended
annually by the Board, or a committee thereof, to add or delete entities from
such list provided that in no event shall the number of entities named on such
list exceed five.  Notwithstanding the
foregoing, “Competition” shall not include the passive ownership of securities
in any entity listed on Exhibit B and exercise of rights
appurtenant thereto, so long as such securities represent no more than two
percent (2%) of the voting power of all securities of such enterprise.


 


(b)              Nonsolicitation;
No-Hire.  In further consideration of
the payments by the Company to the Executive pursuant to this Agreement, the
Executive hereby covenants and agrees that, during the Term and for the
two-year period following the date of the Executive’s termination for any
reason, the Executive shall not knowingly (i) attempt to influence,
persuade or induce, or assist any other person in so influencing, persuading or
inducing, any employee or independent contractor of the Company Group to give
up, or to not commence, employment or a business relationship with the Company
Group, (ii) unless otherwise in contravention of applicable law, directly,
or indirectly through direction to any third party, hire or engage, or cause to
be hired or engaged, any person who is or was an employee or independent
contractor of the Company Group, or (iii) attempt to influence, persuade
or induce, or assist any other person in so influencing, persuading or
inducing, any agent, consultant, vendor, supplier or customer of the Company
Group to give up or not commence, a business relationship with the Company
Group.


 


(c)              Confidential
Information.  The Executive
acknowledges that the Company Group has a legitimate and continuing proprietary
interest in the protection of its confidential information and that it has
invested substantial sums and will continue to invest substantial sums to
develop, maintain and protect such confidential information.  During the Term and at all times thereafter,
the Executive shall not, except with the written consent of the Company or in
connection with carrying out the Executive’s duties or responsibilities
hereunder, furnish or make accessible to anyone or use for the Executive’s own
benefit any trade secrets, confidential or proprietary information of the
Company Group, including its business plans, marketing plans, strategies,
systems, programs, methods, employee lists, computer programs, insurance
profiles and client lists; provided, that such protected information
shall not include information known to the public or otherwise in the public
domain without violation by the Executive of this Section 9(c).  Notwithstanding the foregoing, the Executive
may disclose Confidential Information when required to do so by a court of
competent jurisdiction, by any governmental agency having supervisory authority
over the business of the Company Group or by any administrative body or
legislative body (including a committee thereof) with jurisdiction to order the
Executive to divulge, disclose or make accessible such information; provided,
further, that in the event that Executive is ordered by a court or other
government agency to disclose any Confidential Information, the Executive shall
(i) promptly notify the Company of such order, (ii) at the written
request of the Company, diligently contest such order at the sole expense of
the Company as expenses occur, and (iii) at the written request of the
Company, seek to obtain, at the sole expense of the Company, such confidential
treatment as may be available under applicable laws for any information
disclosed under such order.


 


11

















 


(d)              Property
of the Company.  All memoranda,
notes, lists, records and other documents or papers (and all copies thereof)
relating to the Company Group, whether written or stored on electronic media,
made or compiled by or on behalf of the Executive in the course of the
Executive’s employment, or made available to the Executive in the course of the
Executive’s employment, relating to the Company Group, or to any entity which
may hereafter become an affiliate thereof, but excluding the Executive’s
personal effects, Rolodexes and similar items, shall be the property of the
Company, and shall, except as otherwise agreed by the Company in writing, be
delivered to the Company promptly upon the termination of the Executive’s
employment with the Company for any reason or at any other time upon request.


 


(e)              Developments
the Property of the Company.  All
discoveries, inventions, ideas, technology, formulas, designs, software,
programs, algorithms, products, systems, applications, processes, procedures,
methods and improvements and enhancements conceived, developed or otherwise
made or created or produced by the Executive alone or with others, at any time
during his employment with the Company, and in any way relating to the business
activities which are the same as or substantially similar to business
activities carried on by the Company Group or being definitely planned by the
Company Group (the “Business”), or the products or services of the
Company Group, whether or not subject to patent, copyright or other protection
and whether or not reduced to tangible form (“Developments”), shall be
the sole and exclusive property of the Company. 
The Executive agrees to, and hereby does, assign to the Company, without
any further consideration, all of the Executive’s right, title and interest
throughout the world in and to all Developments.  The Executive agrees that all such
Developments that are copyrightable may constitute works made for hire under
the copyright laws of the United States and, as such, acknowledges that
the Company or one of the members of the Company Group, as the case may be, is
the author of such Developments and owns all of the rights comprised in the
copyright of such Developments and the Executive hereby assigns to the Company
without any further consideration all of the rights comprised in the copyright
and other proprietary rights the Executive may have in any such Development to
the extent that it might not be considered a work made for hire.  The Executive shall make and maintain
adequate and current written records of all Developments and shall disclose all
Developments promptly, fully and in writing to the Company promptly after
development of the same, and at any time upon request.


 


(f)               Enforcement.  The Executive acknowledges and agrees that
the Company’s remedies at law for a breach or threatened breach of any of the
provisions of Sections 9(a), (b), (c) and (d) herein would be
inadequate and, in recognition of this fact, the Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.  In addition, the Company shall be entitled to
immediately cease paying any amounts remaining due or providing any benefits to
the Executive pursuant to Section 8 in the event that the Executive has
violated any provision of Section 9(a) or has materially breached any
of his obligations under Sections 9(b), (c), (d) and (e) of this
Agreement.  The Executive 


 


12

















 


understands that the provisions of Sections 9(a) and 9(b) may
limit his ability to earn a livelihood in a business similar to the Business
but he nevertheless agrees and hereby acknowledges that (i) such
provisions do not impose a greater restraint than is necessary to protect the
goodwill or other business interests of the Company, (ii) such provisions
contain reasonable limitations as to time and scope of activity to be
restrained, (iii) such provisions are not harmful to the general public, (iv) such
provisions are not unduly burdensome to the Executive, and (v) the
consideration provided hereunder is sufficient to compensate the Executive for
the restrictions contained in Sections 9(a) and 9(b).  In consideration of the foregoing and in light
of the Executive’s education, skills and abilities, the Executive agrees that
he shall not assert that, and it should not be considered that, any provisions
of Sections 9(a) and 9(b) otherwise are void, voidable or
unenforceable or should be voided or held unenforceable.  It is expressly understood and agreed that
although the Executive and the Company consider the restrictions contained in Sections 9(a) and
9(b) to be reasonable, if a judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against the Executive,
the provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


Section 10.             Miscellaneous.


 


(a)           Executive’s
and Company’s Representations.  The
Executive hereby represents and warrants to the Company that:  (i) the execution, delivery and
performance of this Agreement by the Executive does not and shall not conflict
with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which the Executive is a party or by
which he is bound; (ii) the Executive is not a party to or bound by an
employment agreement, non-compete agreement or confidentiality agreement with
any other person or entity which would interfere in any material respect with
the performance of his duties hereunder; provided, however, that
the Executive is currently bound by a confidentiality agreement with General
Electric Corporation which the Parties hereby agree will not materially
interfere with the performance of the Executive’s duties hereunder; and (iii) Executive
shall not use any confidential information or trade secrets of any person or
party other than the Company and its subsidiaries in connection with the
performance of his duties hereunder.  The
Company represents and warrants that it is fully authorized and empowered to
enter into this Agreement, that the Agreement has been duly authorized by all
necessary corporate action, and that the performance of its obligations under
this Agreement will not violate any agreement between it and any other person,
firm or organization.


 


(b)           Mitigation.  The Executive shall have no duty to mitigate
his damages by seeking other employment and, should the Executive actually
receive compensation from any such other employment, the payments required
hereunder shall 


 


13

















 


not be reduced or offset by any other compensation except as
specifically provided herein.


 


(c)           Waiver.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in a writing signed by the Executive and an officer of the Company
(other than the Executive) duly authorized by the Board to execute such
amendment, waiver or discharge.  No waiver
by either Party at any time of any breach of the other Party of, or compliance
with, any condition or provision of this Agreement to be performed by such
other Party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.


 


(d)           Compliance
with Section 409A of the Code.


 


(i)          It
is intended that this Agreement be interpreted and administered to prevent
taxation under Section 409A of the Code. 
Notwithstanding any provision to the contrary in this Agreement, no
payments or benefits to which the Executive becomes entitled under this
Agreement shall be made or paid to the Executive prior to the earlier of (i) the
expiration of the six (6)-month period measured from the date of his “separation
from service” with the Company (as such term is defined in Section 409A-1(h) of
the 409A Regulations) or (ii) the date of the Executive’s death, if the
Executive is deemed at the time of such separation from service a “key employee”
within the meaning of that term under Code Section 416(i) and the
Company’s stock is publicly traded on an established securities market and such
delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2).  Upon the expiration of the applicable Code Section 409A(a)(2) deferral
period, all payments deferred pursuant to this subsection 10(d) shall be
paid in a lump sum to the Executive, and any remaining payments due under this
Agreement shall be paid in accordance with the normal  payment dates specified for them herein.  The Executive shall be entitled to interest
on any deferred benefits and payments during the deferral period, with such
interest to accrue at the prime rate in effect from time to time during that
period and to be paid in a lump sum on the first business day following the end
of the deferral period.


 


(ii)         Notwithstanding
any other provision of this Agreement to the contrary, the Company shall modify
the time and/or form of payment under any “Applicable Arrangement” (as
defined below) if and to the extent that the Company or the Executive
determines such modification to be necessary or advisable to avoid the
imposition on the Executive of the additional taxes imposed on certain
non-qualified deferred compensation arrangements pursuant to Section 409A
of the Code.  In making any such
modification to an Applicable Arrangement, the determination by the Company or
the Executive must be made in good faith, be based on advice of counsel and be
designed, in the Company’s sole judgment, to fulfill as closely as possible the
Company’s original commitment to the Executive under the Applicable Arrangement
without regard to Section 409A of the Code without increasing the Company’s
costs under the Applicable Arrangement. 
No modification shall be made by the Company without prior written
notice to the Executive.  For this
purpose, “Applicable 


 


14

















 


Arrangements” shall mean the Retention Bonus, the IPO Bonus, and
the Special Pension Benefit, referred to in Sections 4(c) and 7(b) and
any severance payments under Section 8.


 


(iii)        All
reimbursements under Sections 7(a) and 7 (d) shall be made promptly following
the submission of a reimbursement request by the Executive and no later than
the end of the Executive’s taxable year (the “Executive Tax Year”) following
the Executive Tax Year in which the expense is incurred.  The amount of expenses eligible for
reimbursement under Sections 7(a) and 7(d) and in-kind benefits
payable under Section 7(a) during an Executive Tax Year shall not
affect the expenses eligible for reimbursement or in-kind benefits payable in
another Executive Tax Year.  No right to
reimbursement under Sections 7(a) and 7(d) or payment of in-kind
benefits under Section 7(a) shall be subject to liquidation or
exchange for any other payment or benefit.


 


(e)           Successors
and Assigns.  This Agreement shall be
binding on and inure to the benefit of the successors and assigns of the
Company.


 


(f)            Notice.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given if delivered personally, if
delivered by overnight courier service, if sent by facsimile transmission or if
mailed by registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses or sent via facsimile to the respective facsimile
numbers, as the case may be, as set forth below, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt; provided,
however, that (i) notices sent by personal delivery or overnight
courier shall be deemed given when delivered; (ii) notices sent by
facsimile transmission shall be deemed given upon the sender’s receipt of
confirmation of complete transmission; and (iii) notices sent by
registered mail shall be deemed given two days after the date of deposit in the
mail.


 


If to the Executive, to such address as shall most
currently appear on the records of the Company.


 


If to the Company, to:


 


Genpact Limited

Canon’s Court

22 Victoria Street

Hamilton HM EX 

Bermuda


 


15

















 


(g)           GOVERNING
LAW; CONSENT TO JURISDICTION.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY
JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF
THE STATE OF NEW YORK.  ANY ACTION TO
ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO (OTHER THAN AN ACTION WHICH
MUST BE BROUGHT BY ARBITRATION PURSUANT TO SECTION 10(i)) MUST BE BROUGHT
IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN
NEW YORK COUNTY, NEW YORK.  EACH PARTY
HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM
FOR THE RESOLUTION OF ANY SUCH ACTION.


 


(h)           JURY
TRIAL WAIVER.  THE PARTIES EXPRESSLY
AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE
COMPANY IS LITIGATED OR HEARD IN ANY COURT.


 


(i)            Arbitration.  Any dispute, controversy or other claim,
other than disputes, controversies or claims relating to Section 9 (which
disputes, controversies or claims shall be litigated in court in accordance
with the provisions of Sections 9(f) and 10(g) hereof), arising
out of or relating to (i) this Agreement or (ii) the Executive’s
employment with the Company shall be resolved by binding confidential
arbitration before a single arbitrator, to be held in New York City, New York
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.  Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.


 


(j)            Assignment.  The Executive may not assign his rights or
interests under this Agreement.  This
Agreement may not be assigned by the Company other than to an entity (i) which,
directly or indirectly, controls, is controlled by or is under common control
with the Company, or which is a successor in interest to substantially all of
the business operations of the Company, and (ii) which assumes in writing
or by operation of law, at the time of the assignment, the Company’s obligation
to perform this Agreement.


 


(k)           Severability
of Invalid or Unenforceable Provisions. 
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


(l)            Entire
Agreement.  This Agreement sets forth
the entire agreement of the Parties in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, 


 


16

















 


representations or warranties, whether oral or written, including, the
Prior Employment Agreement, in respect of the subject matter contained herein.


 


(m)          Withholding
Taxes.  The Company shall be entitled
to withhold from any payment due to the Executive hereunder any amounts
required to be withheld by applicable tax laws or regulations.


 


(n)           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the Parties have executed this Employment Agreement as of the date
first above written.


 


	
   

  	
  GENPACT
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Victor Guaglianone

  
	
   

  	
   

  	
   Name:  Victor
  Guagilianone 

  
	
   

  	
   

  	
   Title:  SVP and General
  Counsel

  
				



 


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Pramod Bhasin

  
	
   

  	
   

  	
   Pramod Bhasin

  
				



 


17

















 


EXHIBIT
A


 


GENERAL
RELEASE

AND COVENANT NOT TO SUE


 


TO ALL WHOM THESE PRESENTS SHALL
COME OR MAY CONCERN, KNOW that:


 


Pramod Bhasin (“Executive”), on
Executive’s own behalf and on behalf of Executive’s descendants, dependents,
heirs, executors and administrators and permitted assigns, past and present, in
consideration for the amounts payable and benefits to be provided to Executive
under that Amended and Restated Employment Agreement dated as of December 24,
2007 (the “Employment Agreement”) by and among Executive and Genpact
Limited, a Bermuda limited exempted company (the “Company”) does hereby
covenant not to sue or pursue any litigation against, and waives, releases and
discharges the Company and any of its assigns, affiliates, subsidiaries,
parents, predecessors and successors, and the past and present shareholders,
employees, officers, directors, representatives and agents of any of them
(collectively, the “Company Group”), from any and all claims, demands,
rights, judgments, defenses, actions, charges or causes of action whatsoever,
of any and every kind and description, whether known or unknown, accrued or not
accrued, that Executive ever had, now has or shall or may have or assert as of
the date of this Release and Covenant Not to Sue against the Company Group
relating to his employment with the Company or the termination thereof or his
service as an officer or director of any subsidiary or affiliate of the Company
or the termination of such service, including, without limiting the generality
of the foregoing, any claims, demands, rights, judgments, defenses, actions,
charges or causes of action related to employment or termination of employment
or that arise out of or relate in any way to the Age Discrimination in
Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on
the basis of age), the National Labor Relations Act, the Civil Rights Act of
1991, the Americans With Disabilities Act of 1990, Title VII of the Civil
Rights Act of 1964, the Employee Retirement Income Security Act of 1974 (“ERISA”),
and the Family and Medical Leave Act, all as amended, and other Federal, state
and local laws relating to discrimination on the basis of age, sex or other
protected class, all claims under Federal, state or local laws for express or
implied breach of contract, wrongful discharge, defamation, intentional
infliction of emotional distress, and any related claims for attorneys’ fees
and costs; provided, however, that nothing herein shall release
the Company from any of its obligations to Executive under the Employment
Agreement (including, without limitation, its obligation to pay the amounts and
provide the benefits upon which this Release and Covenant Not to Sue is conditioned)
or any rights Executive may have to indemnification under any charter or
by-laws (or similar documents) of any member of the Company Group or any
insurance coverage under any directors and officers insurance or similar
policies or any benefits vested and accrued as of the date hereof which the Executive
has under any ERISA benefit plan.


 


The Company Group does hereby covenant not to
sue or pursue any litigation against, and waives, releases and discharges
Executive and Executive’s descendants, dependents, heirs, executors and
administrators and assigns, past and present (collectively, the “Executive
Group”), from any and all claims, demands, rights, 


 

















 


judgments, defenses,
actions, charges or causes of action whatsoever, of any and every kind and
description, whether known or unknown, accrued or not accrued, that the Company
Group ever had, now have or shall or may have or assert as of the date of this
Release and Covenant Not to Sue against any member of the Executive Group
relating to his employment with the Company or the termination thereof or his
service as an officer or director of any subsidiary or affiliate of the Company
or the termination of such service (collectively, “Claims”); provided,
however, that (i) nothing herein shall release Executive from any
of Executive’s obligations and covenants under Sections 9 or 10 of the
Employment Agreement, and (ii) nothing herein shall release the Executive
Group from any Claims (A) which are based upon any acts or omissions of
Executive that involve fraud or (B) which were not known to the
non-employee members of the Company’s board of directors on the date hereof.


 


The parties hereto agree that this Release
and Covenant Not to Sue may be pleaded as a full defense to any action, suit or
other proceeding covered by the terms hereof that is or may be initiated,
prosecuted or maintained by any such party or his or its heirs or assigns.  Executive understands and confirms that
Executive is executing this Release and Covenant Not to Sue voluntarily and knowingly,
but that this Release and Covenant Not to Sue does not affect Executive’s right
to claim otherwise under ADEA.  In
addition, Executive shall not be precluded by this Release and Covenant Not to
Sue from filing a charge with any relevant Federal, state or local
administrative agency, but Executive agrees to waive Executive’s rights with
respect to any monetary or other financial relief arising from any such
administrative proceeding.


 


In furtherance of, and solely to the extent
provided by, the agreements set forth above, the parties hereby expressly waive
and relinquish any and all rights under any applicable statute, doctrine or
principle of law restricting the right of any person to release claims that
such person does not know or suspect to exist at the time of executing a
release, which claims, if known, may have materially affected such person’s
decision to give such a release.  In
connection with such waiver and relinquishment, the parties acknowledge that
they are aware that they may hereafter discover claims presently unknown or
unsuspected, or facts in addition to or different from those that they now know
or believe to be true, with respect to the matters released herein.  Nevertheless, it is the intention of the
parties to fully, finally and forever release all such matters, and all claims
relating thereto, that now exist, may exist or theretofore have existed, as
specifically provided herein.  The
parties hereto acknowledge and agree that this waiver shall be an essential and
material term of the releases contained above. 
Nothing in this paragraph is intended to expand the scope of the
releases as specified herein.


 


This Release and Covenant Not to Sue shall be
governed by and construed in accordance with the laws of the State of New York.


 


To the extent that Executive is forty (40)
years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has
been offered a period of time of at least twenty-one (21) days to consider
whether to sign this Release and Covenant Not to Sue and the Company agrees
that Executive may cancel this Release and Covenant Not to Sue at any time
during the seven (7) days following the date on which this Release and
Covenant Not to Sue has been signed by all parties to this Release and 


 


2

















 


Covenant Not to Sue.  In order to cancel or revoke this Release and
Covenant Not to Sue, Executive must deliver to the General Counsel of the
Company written notice stating that Executive is canceling or revoking this
Release and Covenant Not to Sue.  If this
Release and Covenant Not to Sue is timely cancelled or revoked, none of the
provisions of this Release and Covenant Not to Sue shall be effective or
enforceable by any party and the Company shall not be obligated to make the
payments to Executive or to provide Executive with the other benefits described
in the Employment Agreement and all contracts and provisions modified,
relinquished or rescinded hereunder shall be reinstated to the extent in effect
immediately prior hereto.


 


Executive hereby agrees not to defame or
disparage any member of the Company Group or any executive, manager, director,
or officer of any member of the Company Group in any medium to any person
without limitation in time.  The Company
hereby agrees that its board of directors, the members of the Company Group and
the executives, managers and officers of the members of the Company Group shall
not defame or disparage Executive in any medium to any person without
limitation in time.  Notwithstanding this
provision, either party may confer in confidence with his or its legal
representatives and make truthful statements as required by law.


 


The parties acknowledge and agree that they
have entered into this Release and Covenant Not to Sue knowingly and willingly
and have had ample opportunity to consider the terms and provisions of this
Release and Covenant Not to Sue.


 


IN WITNESS WHEREOF, the parties
hereto have caused this General Release and Covenant Not to Sue to be executed
on this     day of       ,      .


 


 


	
   

  	
  GENPACT
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Its:

  



 


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Pramod
  Bhasin

  



 


3

















 


EXHIBIT B


 


Competitor List


 


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