Exhibit 10.19


 


EXECUTION COPY


 


This ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is
made as of July 13, 2007, among 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 (the “Assignor”), Genpact International, LLC, a Delaware limited
liability company, and wholly-owned subsidiary of the Assignor (the “GI
Assignor”) and Genpact Limited, an exempted limited company organized under
the laws of Bermuda and ultimate parent of the Assignor and the GI Assignor
(the “Assignee”).


 


RECITALS


 


WHEREAS,
the Assignor maintains the Gecis Global Holdings 2005 Stock Option Plan, the
Genpact Global Holdings 2006 Stock Option Plan, the Genpact Global Holdings
2007 Stock Option Plan and the subplans in effect thereunder (the “Prior
Plans”) and has issued options to purchase common shares of the Assignor (such
shares, the “Shares” and, such options, the “Options”) to various
Participants (as defined in the Prior Plans) pursuant to stock option award
agreements under the Prior Plans (the “Award Agreements” and together
with the Prior Plans, the “Option Documents”) and has entered into stock
purchase agreements with various Participants in connection with such
Participants’ exercise of Options (each a “Stock Purchase Agreement” and
together the “Stock Purchase Agreements”);


 


WHEREAS,
each of the shareholders of the Assignor (other than Genpact Global (Lux)
S.à.r.l.) shall, pursuant to the Reorganization Agreement dated as of July 13,
2007 and the Fiduciary Share Exchange Agreement of the same date (collectively,
the “Share Exchange Agreements”), exchange all of their Shares for common
shares of the Assignee (the “New Shares”), at an exchange ratio of 180.1
New Shares for every one Share (such exchange, the “Exchange”),
effective as of the Closing Date (as defined in the Share Exchange Agreements)
(the “Effective Time”);


 


WHEREAS,
pursuant to Section 9 of each of the Prior Plans and in connection with the
Exchange, the Board has determined to adjust each outstanding Option so that it
is converted into into an option (a “New Option”) such that (a) the
number of New Shares that may be purchased pursuant to each New Option shall
equal (i) the number of Shares that could be purchased pursuant to the
corresponding Option immediately prior to the Effective Time multiplied by (ii)
180.1 and (b) the exercise price per New Share of each New Option shall equal
(i) the exercise price per Share that applied to the corresponding Option
immediately prior to the Effective Time multiplied by (ii) multiplied by a
fraction the numerator of which shall be 1 and the denominator of which shall
be 180.1 (such adjustment, the “Option Adjustment”);


 


WHEREAS, in connection with the Option Adjustment, the
Assignor desires to convey, transfer, assign and deliver to the Assignee and
the Assignee desires to assume and accept from


 

















 


the Assignor, all of the Assignor’s rights, titles, interests,
liabilities and obligations in, to and under the Option Documents (including,
for the avoidance of doubt, with respect to the New Options), effective as of
the Effective Time;


 


WHEREAS, Genpact India, which has adopted and approved
the subplans under the Prior Plans, wishes to acknowledge and agree to the
assignment of the Option Documents by the Assignor to the Assignee;


 


WHEREAS, each party to each Stock Purchase Agreement,
other than the Assignor, has on or prior to the date hereof, consented to the
assignment of such Stock Purchase Agreement to the Assignee and the Assignor
desires to convey, transfer, assign and deliver to the Assignee and the
Assignee desires to assume and accept from the Assignor, all of the Assignor’s
rights, titles, interests, liabilities and obligations in, to and under each Stock
Purchase Agreement, effective as of the Effective Time;


 


WHEREAS, pursuant to Section 10(i) of the employment
agreement among the Assignor, the GI Assignor and Pramod Bhasin, entered into
on July 26, 2005, with effect from January 1, 2005 (the “Bhasin Employment
Agreement”), the Assignor and the GI Assignor may assign the Bhasin
Employment Agreement without Mr. Bhasin’s consent to any entity which directly
or indirectly controls, is controlled by or is under common control with the
Assignor and the GI Assignor and which assumes in writing, at the time of the
assignment, the obligations of the Assignor and the GI Assignor to perform the
Bhasin Employment Agreement;


 


WHEREAS, pursuant to Section 10(i) of the employment
agreement among the Assignor, the GI Assignor and V.N. Tyagarajan dated
September 21, 2005, agreed as of September 28, 2005 (the “Tyagarajan
Employment Agreement” and, together with the Bhasin Employment Agreement,
the “Employment Agreements”), the Assignor and the GI Assignor may
assign without Mr. Tyagarajan’s consent the Tyagarajan Employment Agreement to
any entity so long as such entity assumes in writing, at the time of the
assignment, the obligations of the Assignor and the GI Assignor to perform the
Tyagarajan Employment Agreement; and


 


WHEREAS, the Assignor and the GI Assignor each desire
to convey, transfer, assign and deliver to the Assignee and the Assignee
desires to assume and accept from the Assignor and the GI Assignor, all of the
respective rights, titles, interests, liabilities and obligations of the
Assignor and the GI Assignor in, to and under each of the Employment
Agreements, effective as of the Effective Time.


 


2

















 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises set
forth above and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:


 


1.                                      The Assignor hereby conveys, transfers,
assigns and delivers, effective as of the Effective Time, all of the Assignor’s
rights, titles, interests, liabilities and obligations in, to and under the Option Documents
(including, for the avoidance of doubt, with respect to the New Options) and
the Stock Purchase Agreements to the Assignee.


 


2.                                      The
Assignee hereby, effective as of the Effective Time, accepts and assumes all of
the Assignor’s rights, titles, interests, liabilities and obligations in, to
and under the Option Documents (including, for the avoidance of doubt, with
respect to the New Options) and the Stock Purchase Agreements and agrees to be
bound under the Option Documents and the Stock Purchase Agreements as if an
original party thereto.


 


3.                                      Each
of the Assignor and the GI Assignor hereby conveys, transfers, assigns and delivers, effective as of the
Effective Time, all of its respective rights, titles, interests, liabilities
and obligations in, to and under the Employment Agreements to the Assignee.


 


4.                                      The
Assignee hereby, with effect as of the Effective Time, accepts and assumes all
of the respective rights, titles, interests, liabilities and obligations of
each of the Assignor and the GI Assignee in, to and under the Employment
Agreements and agrees to be bound under the Employment Agreements as if an
original party thereto.


 


5.                                      Each
of the parties hereto acknowledge and agree that, as of the Effective Time,
references in each of the Option Documents, the Stock Purchase Agreements and
the Employment Agreements (a) to the Assignor or the GI Assignor shall apply mutatis mutandis to the Assignee and (b) to shares of the
Assignor shall apply mutatis mutandis
to shares of the Assignee.


 


6.                                      This
Assignment and Assumption Agreement shall be of no force or effect unless
signed, in original or in counterpart copies, by each of the Assignor, the GI
Assignor and the Assignee.


 


7.                                      This
Assignment and Assumption Agreement shall be governed and construed in
accordance with the laws of the State of New York.


 


[Remainder of Page is
Intentionally Blank]


 


3

















 


                IN WITNESS
WHEREOF, the parties hereto have executed this Assignment and Assumption
Agreement as of the date and year first written above.


 


 


	
  GENPACT
  GLOBAL HOLDINGS SICAR

  As the Assignor

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Victor Guaglianone

  
	
   

  	
  Title:   Senior Vice President and
  General Counsel

  



 


GENPACT INTERNATIONAL, LLC


As the GI Assignor


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  GENPACT
  LIMITED  

  
	
  As the Assignee 

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Victor Guaglianone

  
	
   

  	
  Title:   Senior Vice President and
  General Counsel

  



 


 


Acknowledged and Agreed with respect to subplans to Prior Plans,


 


	
  GENPACT INDIA

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[Signature Page
to Assignment and Assumption Agreement]