Exhibit 10.2


 


Date:  December 27, 2007


 


Mitsuru
Maekawa


c/o Genpact


GE Building No. 5


Software Park
Road,


Dalian
Software Park


Dalian,
Liaoning - 116023


China


 


Subject
:  Employment with Genpact Japan KK


 


Dear Mr. Maekawa,


 


Reference is
made to paragraph 11 of your employment offer letter, dated January 15,
2006, attached hereto as Annex A (the “Offer Letter”).   Pursuant to the terms of your Offer Letter,
you were to retire upon reaching the age of 60. 
We would like to extend your retirement age to 62 years.  Accordingly, paragraph 11 of your Offer
Letter is hereby amended to read as follows:


 


“Your services
with the Company will come to an end automatically upon your attaining
retirement at the age of 62 years.   The
date of retirement will be end of the month when you attain the age of 62.”


 


Subject to the
above amendment, all other terms and conditions contained in your Offer Letter
shall continue in full force and effect.


 


Yours
Sincerely,


 


 


DIRECTOR


 


GENPACT JAPAN
KABUSIKI KAISHA


 


 


Accepted &
Agreed this 27th day of December 2007.


 


 


	
  /s/ Mitsuru
  Maekawa

  
	
  Mitsuru
  Maekawa

  



 


 

















 


Genpact Japan Kabushiki Kaisha


5th Floor, Kowa 35 Building, 14-14,


Akasaka I-chome, Minato-ku,


Tokyo 107-8453, Japan


 


January 15,
2006


 


PERSONAL
& CONFIDENTIAL


 


Mitsuru
Maekawa,


Genpact OHR
305000583


 


Dear Maekawa
san,


 


We are pleased
to extend you an offer of employment for the position of CEO, Genpact, China at
Genpact Japan Kabushiki Kaisha (the “Company”).
In this position, you will report to Mr. Pramod Bhasin, President and CEO,
Genpact, Global. If you accept our offer of employment and sign below, this
offer forms the agreement between you and the Company.


 


1.              Start
Date


 


Your employment with the Company will begin on February 1, 2006.


 


2.              Notice
Periods


 


This employment may be terminated either by you or the Company with 30
days notice.


 


The Company will give you at least 30 days advance notice or an
equivalent of 30 days average salary in lien of notice, if any of the following
event applies:


 


(i)                           the company is of the view
that you are unable to perform your normal duties due to reasons attributable
to health


(ii)                        it is considered that your
performance becomes markedly lower, beyond hope for improvement;


(iii)                     the Company is faced with
unavoidable contraction of business or staff rationalisation;


(iv)                    any other reasons similar to those
listed above.


 


3.              Duties


 


3-1                              During
your employment hereunder you shall:


 

















 


·                 Assume
overall responsibility for Genpact, China operations


 


·                  Achieve business growth targets


 


Notwithstanding
the provisions of Clause 3-1 the Company shall:


 


·                  have the right to require you at any
time to work for such special projects or functions commensurate with your
capabilities as the Company shall determine at its discretion


 


·                  be under no obligation during the
notice period to assign or vest in you any powers, duties or functions or to
provide any work for you and may at any time during the notice period suspend
you from any duties.


 


4.              Place of Work


 


You will be required to work in the Company’s
offices based out of China and Japan as per business needs.


 


5.              Working Hours


 


Your normal working hours are 9:00 a.m. to 5:00 p.m. Monday to Friday
with one hour lunch break per day.


You may be required to work any additional hours to perform the duties
with or without additional compensation, as per applicable law.


 


6.              Compensation


 


Your annual base salary will be 35763512 Yen, payable monthly. In
addition, you will be paid an annual Special Allowance of 910800Yen, payable
monthly. This gross salary is subjected to any deductions that the Company is
required by law to make. The resulting net salary shall be deposited on the 25th
day of each month (payday), directly to a financial Institution that you
designate in writing by the 10th day of each month. The cut off for calculation
of monthly payments shall be each calendar month end.


 


When the payday falls on a holiday, the payday will be advanced to the
first working day immediately before such day.


 


Your compensation shall be reviewed by the Company on an annual basis,
normally at the end of completing one year of service, in conjunction with a
performance evaluation process. Your first base salary review will be in 15-18
months from your last salary merit/promotion salary increase.


 

















 


You will be eligible
to participate in the Company’s Performance Bonus Plan. Payment of a bonus is
at the Company’s discretion.


 


7.              Benefits


 


·                 Statutory Benefit
Plan


 


You will be eligible
to participate in the statutory benefits plans with the government as
applicable. These interalia include Health Insurance. Welfare Pension
Insurance, Unemployment insurance and Worker’s Compensation Insurance.


 


·                 Transportation


 


You will be
provided a Company Car and the Company will also pay for the driver.


 


·                 Housing


 


During the duration
of your stay in China, the Company will provide you with housing.


 


·                 Insurance


 


You will be
covered by Life, and Long Term Disability Insurance benefits.


 


·                 Vacation
and Holidays


 


The vacation
year runs from January 1 to December 31.


 


You will be
entitled to 20 days of paid vacation every year as per company leave policy.


 


You will be
entitled to all Japanese public holidays.


 


8.                 Confidential
Information


 


You must not
use, divulge or disclose to any person, firm or organization (except as
required by law or to perform your duties) any trade secrets or other confidential
information relating to:


 


·                  the Company or any Group Company
(defined as the parent company of the Company and the parent company’s other subsidiaries),


·                  the Company’s or any Group Company’s
business, finance, products, services and processes


·                  the Company’s or any Group Company’s
customers, distributors and suppliers.


 

















 


This
restriction applies after your employment ends but will not apply to
information which becomes public, unless through unauthorized disclosure by
you.


 


9.               Resignation


 


Your
resignation will be accepted by the company if you voluntarily propose to leave
the services of the Company after serving notice as envisaged and the Company
approves such resignation.


 


10.          Termination


 


The Company
may terminate your employment hereunder in the case of any of the following:


 


·                  you are absent from the work for 6 consecutive
days or more without notice and without appropriate reason;


·                  you are arrested
for a criminal offence or interfere with the operation of the Company’s
business;


·                  you disclose any
company secrets, or bring disrepute to, or cause material damage to the Company;


·                  you perform any
other act of indiscipline or acting in contravention of Company’s policy/code
of conduct


·                  you perform any acts similar to those
listed above.


 


11.          Retirement


 


Your services
with the company will come of an end automatically upon you attaining the
retirement age of 80 years.


 


12.          Return of Company
Property


 


When your
employment ends, or at any other time if you are requested to do so, you must
return to the Company all business equipment that the Company issues to you
(cells phone, laptop computer, and the like).


.


13.          Whole Agreement


 


This Employment
Contract supersedes any previous arrangements, whether oral, implied or in
writing, between the Company and you in relation to the matters dealt


 

















 


with in it, it
contains the whole agreement between the Company and you relating to your
employment at the date the Contract was entered into (except for those terms
implied by law which cannot be excluded by the arrangement of the parties).


 


14.          Rules for Regulating
Your Day-to-day Activities


 


With regard to
matters not stipulated in this contract, in principle, the Company applies Work
Rules for Regular Employees.


 


15.          Governing
Law


 


This Contract
will be governed by and construed in accordance with Japanese law. The Company
and you submit to the non-exclusive jurisdiction of the Japanese courts in
relation any dispute arising in connection with this Contract.


 


Please
indicate your acceptance of this offer of employment by signing and dating this
letter, and return to the attention of Piyush Mehta- Senior Vice President,
Human Resources, Genpact Global.


 


	
  Sincerely yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
  Dated:
  January 15, 2006

  
	
   

  	
   

  
	
  For
  and on behalf of Genpact Japan Kabushiki Kaisha

  	
   

  
	
   

  	
   

  
	
  /s/ Vidya Srinivasan

  	
   

  	
   

  
	
  Vidya
  Srinivasan

  	
   

  
	
  Director Genpact Japan
  Kabushiki Kaisha

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  I agree to the above terms
  and conditions of employment.

  	
   

  
	
   

  	
   

  
	
  /s/ Mitsuru Maekawa

  	
   

  	
   

  
	
  Signed:

  	
  Dated:
  January 15, 2006

  
	
   

  	
   

  
	
  Mitsuru Maekawa

  	
   

  
						



 

















 


ANNEXURE -
1


 


COMPENSATION DETAILS


 


	
  Name

  	
   

  	
  Mitsuru Maekawa

  	
   

  	
   

  
	
  Band

  	
   

  	
  E Band

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Designation

  	
   

  	
  Chief Executive Officer, Genpact, China

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Salary Details

  	
   

  	
  In JPY p.a

  	
   

  	
  In USD (Exchange rate 120

  JPY=1 USD)

  
	
  Base salary

  	
   

  	
  35763512

  	
   

  	
  298029

  
	
  Special Allowance

  	
   

  	
  910800

  	
   

  	
  7590

  



 






** Statutory Benefits will be
as applicable


 


 


	
  /s/ Vidya Srinivasan

  	
   

  
	
  Vidya Srinivasan

  
	
  Director Genpact Japan Kabushiki Kaisha