Exhibit 10.3


 


EXLSERVICE HOLDINGS, INC.


2018 OMNIBUS INCENTIVE PLAN


 


[FORM OF] RESTRICTED STOCK UNIT AGREEMENT
(International)


 


THIS RESTRICTED STOCK UNIT AGREEMENT (the
“Agreement”), is made, effective as of the [INSERT DATE OF GRANT] (hereinafter the “Date of
Grant”) by and between ExlService Holdings, Inc. a Delaware corporation (the “Company”), and ___________________
(the “Participant”).


 


WHEREAS, the Company has adopted the ExlService
Holdings, Inc. 2018 Omnibus Incentive Plan (the “Plan”), pursuant to which awards of Restricted Stock Units
may be granted; and


 


WHEREAS, the Compensation Committee of the
Board of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company
and its stockholders to grant to the Participant an award of Restricted Stock Units as provided herein and subject to the terms
set forth herein.


 


NOW THEREFORE, for and in consideration of
the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


 


1.      
    Grant of Restricted Stock Units. The Company hereby grants on the Date of Grant, to the
Participant a total of [●] Restricted Stock Units (the “Award”) on the terms and conditions set
forth in this Agreement and as otherwise provided in the Plan. Such Restricted Stock Units shall be credited to a separate
account maintained for the Participant on the books of the Company (the “Account”). On any given date, the
value of each Restricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock. The
Award shall vest in accordance with Section 3 hereof and settle in accordance with Section 4 hereof.


 


2.   
       Incorporation by Reference, Etc. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the
definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this
Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the
Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.


 


3.   
       Vesting. Except as otherwise provided herein, [fifty percent (50%)] of the
Award shall vest based on continued employment with the Company (the “Time-Based RSUs”) and [fifty percent
(50%)] of the Award shall vest based on continued employment with the Company and the achievement of specified performance
criteria described herein (the “Performance-Based RSUs”). Each day on which a portion of the Award vests
in accordance with this Agreement is referred to as a “Vesting Date”.


 





     


     


    

 


(a)          Time-Based
RSUs.


 


(i)          Generally.
Subject to the Participant’s continued employment with the Company through each applicable Vesting Date listed in the chart
below (the “Vesting Chart”), the Time-Based RSUs shall become vested as follows:


 


	Percent of Time-Based RSUs Vesting	 	Vesting Date
	25%	 	[●]
	25%	 	[●]
	25%	 	[●]
	25%	 	[●]


 


(ii)         Change
in Control. (A) Notwithstanding the foregoing, in the event that a “Change in Control” (which for purposes of this
Agreement shall have the meaning set forth in the Plan as modified by the language at the end of this Section 3) occurs at a time
when any portion of the Time-Based RSUs remain unvested, then effective upon the consummation of the Change in Control, the vesting
of the portion of the Time-Based RSUs which is not then fully vested shall accelerate such that any portion of the Time-Based RSUs
which would have become vested during the one-year period following the Change in Control shall become vested effective as of the
consummation of the Change in Control.


 


(B)         In
addition: (1) in the event that Participant’s employment by the Company is terminated by the Company without Cause (as defined
in the Plan) (x) at any time following a Change in Control or (y) in specific contemplation of a Change in Control or (2) in the
event Participant resigns with “Good Reason” (as defined below) at any time following a Change in Control, Participant
shall, upon and subject to the execution within sixty (60) days following termination of employment (and non- revocation during
any applicable revocation period) of a standard release of all employment-related claims against the Company and its Affiliates
and each of their employees, officers and directors, be entitled to immediate vesting as of the termination date of any portion
of the Time-Based RSUs which is unvested as of the termination date.


 


(C)         The
term “Good Reason” shall have the meaning set forth in any employment, consulting or other agreement between the Company
or an Affiliate and the Participant in effect on the date hereof, or, in the absence of such definition therein, the occurrence,
without Participant’s prior written consent, of any of the following events:


 




    	 	2	 



     


    

 


(1)         a
substantial reduction of Participant’s duties or responsibilities, or Participant being required to report to any person
other than the Board or the Company’s Chief Executive Officer or President; provided that, if there is a Change in Control
and Participant retains a similar title and similar duties with the Company or any entity that acquires the Company (or any affiliate
or subsidiary of such entity) following such Change in Control, any change in Participant’s title shall not a constitute
a significant reduction of Participant’s duties and authorities hereunder;


 


(2)         Participant’s
job title is adversely changed, provided that if there is a Change in Control and Participant retains a similar title and similar
duties with the Company or any entity that acquires the Company (or any affiliate or subsidiary of such entity) following such
Change in Control, any change in Participant’s title shall not constitute a significant reduction of Participant’s
duties and authorities hereunder;


 


(3)         following
a Change in Control, a change in the office or location where Participant is based of more than thirty (30) miles, which new location
is more than thirty (30) miles from Participant’s primary residence; or


 


(4)         following
a Change in Control, a breach by the Company of any material term of any employment, consulting, or similar agreement between the
Company and Participant;


 


provided that, a termination by Participant
with Good Reason shall be effective only if, within thirty (30) days following Participant’s first becoming aware of the
circumstances giving rise to Good Reason, Participant delivers a “notice of termination” for Good Reason to the Company,
and the Company within fifteen (15) days following its receipt of such notification has failed to cure the circumstances giving
rise to Good Reason.


 


(iii)        Death.
Notwithstanding the foregoing, in the event that Participant’s employment with the Company is terminated due to Participant’s
death at a time when any portion of the Time-Based RSUs remain unvested, the portion of the Time-Based RSUs which is unvested shall
become immediately vested effective as of the date of Participant’s death.


 


(b)          Performance-Based
RSUs.


 


(i)          Generally.
Except as otherwise provided herein, [fifty percent (50%)] of the Performance-Based RSUs shall cliff vest on [●], based on
continuous service with the Company through such Vesting Date and the achievement of Company revenues against the aggregate revenue
target as set forth on Exhibit A (the “Revenue-Based RSUs”); and [fifty percent (50%)] of the Performance-Based
RSUs shall cliff vest on [●], based on continuous service with the Company through such Vesting Date and the achievement
of relative total stockholder return (“TSR”) performance of the Company against the Peer Group (as defined on
Exhibit B) over the period from [●] through [●] (the “TSR Performance Period”) as set forth
on Exhibit B (the “TSR-Based RSUs”).


 




    	 	3	 



     


    

 


(ii)         Change
in Control. Notwithstanding the foregoing:


 


(A)         Revenue-Based
RSUs. In the event that a Change in Control occurs before [●], one hundred percent (100%) of the Revenue-Based RSUs will
be deemed earned as of the date of the Change in Control. For the avoidance of doubt, in such event, the Participant will be unable
to earn any additional Revenue-Based RSUs.


 


(B)         TSR-Based
RSUs. In the event that a Change in Control occurs on or before the first anniversary of the Date of Grant, one hundred percent
(100%) of the TSR-Based RSUs will be deemed earned. For the avoidance of doubt, in such event, the Participant will be unable to
earn any additional TSR-Based RSUs. In the event that a Change in Control occurs after the first anniversary of the Date of Grant,
then (i) the TSR Performance Period shall be deemed to end on the date of the Change in Control, and the Committee shall determine
the TSR of the Company and the Peer Group (as defined in Exhibit B) as of such date, and shall determine the number of TSR-Based
RSUs earned by the Participant; and (ii) for purposes of determination of the Company’s TSR for the TSR Performance Period,
the Company’s stock price shall be equal to the consideration paid per share of the Company’s common stock in the Change
in Control transaction, as determined by the Committee (and shall not be equal to the 30-day average of the Company’s stock
price on the last day of the TSR Performance Period, as set forth in Exhibit B.)


 


(C)         The
Revenue-Based RSUs and the TSR-Based RSUs deemed earned in accordance with the foregoing provisions of this Section 3(b)(ii) will
each be treated as immediately vested in accordance with the schedule set forth in the special Change in Control vesting chart
below (the “Special CIC Vesting Chart”) as well as additional vesting based on the methodology set forth in
Section 3(a)(ii)(A), subject to the Participant’s continuous employment with the Company or an Affiliate through the consummation
of the Change in Control, assuming for such purpose that such deemed earned Performance-Based RSUs had originally been subject
only to time-based vesting, as set forth in the Special CIC Vesting Chart.


 


	
        Vested Percent of Deemed Earned

        Performance-Based RSUs
	 	Vesting Date
	[33.33]%	 	[●]
	[66.67]%	 	[●]
	[100]%	 	[●]


 




    	 	4	 



     


    

 


Accordingly, for example, the Special
CIC Vesting Chart and the methodology of Section 3(a)(ii)(A) shall be applied effective as of the consummation of the Change in
Control so that: (x) to the extent that any of the Vesting Dates set forth in the Special CIC Vesting Chart occurred prior to the
date of the occurrence of the Change in Control, then a portion (as set forth in such chart) of such deemed earned Performance-Based
RSUs shall be immediately vested effective upon the consummation of the Change in Control; and (y) after taking into account any
accelerated vesting pursuant to the immediately preceding clause (x), effective upon the consummation of the Change in Control,
the vesting of the portion of such deemed earned Performance-Based RSUs that are not then fully vested shall accelerate such that
any portion of those deemed earned Performance-Based RSUs which would have become vested during the one-year period following the
Change in Control (based on the application of the Special CIC Vesting Chart to such Performance-Based RSUs), shall become vested
effective as of the consummation of the Change in Control. The remaining portion of the deemed earned Performance-Based RSUs shall
cliff vest on [●], subject to the Participant’s continuous employment with the Company or an Affiliate through such
date; provided that (1) in the event that Participant’s employment by the Company is terminated by the Company without Cause
(x) at any time following a Change in Control or (y) in specific contemplation of a Change in Control or (2) in the event Participant
resigns with Good Reason at any time following a Change in Control, Participant shall, upon and subject to the execution within
sixty (60) days following termination of employment (and non- revocation during any applicable revocation period) of a standard
release of all employment-related claims against the Company and its Affiliates and each of their employees, officers and directors,
be entitled to immediate vesting as of the termination date of the remaining portion of the deemed earned Performance-Based RSUs
which is unvested as of the termination date.


 


(iii)        Death.
Notwithstanding the foregoing:


 


(A)         Prior
to a Change in Control. In the event that no Change in Control has occurred and Participant’s employment with the Company
is terminated due to Participant’s death prior to [●], Participant shall become immediately vested in a number of Performance-Based
RSUs equal to (x) the number of completed full months from [●] to the date of Participant’s death divided by (y) [36]
multiplied by (z) 100% of the Performance-Based RSUs, effective as of the date of Participant’s death.


 


(B)         After
a Change in Control. In the event that Participant’s employment with the Company is terminated due to Participant’s
death prior to [●] but after a Change in Control has occurred, Participant shall become immediately vested in 100% of the
Performance-Based RSUs that were deemed earned as a result of the Change in Control pursuant to Sections 3(b)(ii)(A) and 3(b)(ii)(B)
above, effective as of the date of Participant’s death.


 


(c)          Special
409A Rule. Notwithstanding anything to the contrary in this Section 3, to the extent necessary to comply with Section 409A
of the Code, a Change in Control hereunder shall not give rise to any acceleration of the vesting of any portion of an Award hereunder
unless such event satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations
promulgated thereunder.


 




    	 	5	 



     


    

 


4.   
       Terms.


 


(a)          Settlement.
As soon as practicable following each applicable Vesting Date (including as applicable the date of consummation of a Change in
Control and certain terminations of employment upon or following a Change in Control, as applicable), the Company shall settle
the portion of the Award that is vested on such date and shall therefore (i) issue and deliver to the Participant one share of
Common Stock for each Restricted Stock Unit subject to the Award that has vested (the “RSU Shares”), with any
fractional shares paid out in cash (and, upon such settlement, the Restricted Stock Units shall cease to be credited to the Account)
and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company.
The Committee shall make all determinations with respect to the Performance-Based RSUs as soon as administratively practicable
after [●] (or as of the Change in Control, as applicable) such that settlement of the earned and vested Performance-Based
RSUs shall be made within the applicable short-term deferral period for purposes of Section 409A of the Code.


 


(b)          Dividend
Equivalents. If on any date that Restricted Stock Units remain credited to the Account, dividends are paid by the Company on
outstanding shares of its Common Stock (“Shares”) (each, a “Dividend Payment Date”), then
the Participant's Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a “Dividend
Equivalent Amount”) equal to the product of (i) the number of Restricted Stock Units in the Account as of the Dividend
Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property,
the per Share equivalent cash value of such dividend as determined in good faith by the Committee). On each applicable Vesting
Date, in connection with the settlement and delivery of RSU Shares as contemplated by Section 4(a), the Participant shall be entitled
to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of
the RSU Shares so delivered.


 


(c)          Taxes
and Withholding. Regardless of any action the Company or the Participant’s employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related
to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the
Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related
Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s
responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges
that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of
the Restricted Stock Units, the issuance of RSU Shares upon vesting/settlement of the Restricted Stock Units, the subsequent sale
of RSU Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce
or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant
has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the
Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.


 




    	 	6	 



     


    

 


Upon the settlement of the Award in accordance
with Section 4(a) hereof in RSU Shares, the Participant shall be required, as a condition of such settlement, to pay to the Company
by check or wire transfer the amount of any income, payroll, or social tax withholding that the Company determines is required;
provided that the Participant may elect to satisfy such tax withholding obligation by having the Company withhold from the settlement
that number of RSU Shares having a Fair Market Value equal to the amount of such withholding. To avoid negative accounting treatment,
the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other
applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in RSU Shares, for tax purposes,
the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding
that a number of the RSU Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect
of the Participant’s participation in the Plan.


 


(d)          Effect
of Termination of Services. Except as otherwise provided in the Plan, or as set forth in any employment, consulting or other
agreement between the Company or an Affiliate and the Participant in effect on the date hereof, if the Participant’s employment
with the Company terminates prior to any Vesting Date for any reason, all remaining Restricted Stock Units credited to the Account
shall be forfeited without further consideration to the Participant.


 


(e)          Restrictions.
The Award granted hereunder may not be sold, pledged or otherwise transferred (other than by will or the laws of descent and distribution)
and may not be subject to lien, garnishment, attachment or other legal process. The Participant acknowledges and agrees that, with
respect to each Restricted Stock Unit credited to his Account, he has no voting rights with respect to the Company unless and until
each such Restricted Stock Unit is settled in RSU Shares pursuant to Section 4(a) hereof.


 


(f)          Rights
as a Stockholder. Upon and following each Vesting Date, the Participant shall be the record owner of the RSU Shares settled
upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and as record owner shall be entitled
to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the
RSU Shares. Prior to the first Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common
Stock underlying the Restricted Stock Units.


 


5.       
   Miscellaneous.


 


(a)          General
Assets. All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general
assets of the Company. The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor
of the Company.


 


(b)          Notices.
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:


 




    	 	7	 



     


    

 


if to the Company:


 


ExlService Holdings, Inc.


280 Park Avenue, 38th Floor


New York, NY 10017


Attention: General Counsel


 


if to the Participant, at the Participant’s last
known address on file with the Company.


 


All such notices, demands and other communications
shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered
by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied.


 


6.   
       Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision
of this Agreement shall be severable and enforceable to the extent permitted by law.


 


7.     
     No Rights to Employment. Nothing contained in this Agreement shall be construed as
giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or
its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby
expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.


 


8.    
      Successors. The terms of this Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and to the Participant and the beneficiaries, executors,
administrators, heirs and successors of the Participant.


 


9.   
       Personal Data. The Participant hereby explicitly and unambiguously consents
to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in
this Agreement by and among, as applicable, the Employer, the Company and any Affiliate of the Company for the exclusive
purpose of implementing, administering and managing the Participant’s participation in the Plan.


 


The Participant understands that the
Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s
name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job
title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).


 




    	 	8	 



     


    

 


The Participant understands that Data
will be transferred to any third party assisting the Company with the implementation, administration and management of the Plan.
The Participant understands that the recipients of the Data may be located in the Participant’s country, or elsewhere, and
that the recipients’ country may have different data privacy laws and protections than the Participant’s country. The
Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the
Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company and any
other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held
only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant
understands that the Participant may, at any time, view Data, request additional information about the storage and processing of
Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Participant’s local human resources representative. The Participant understands, however, that refusal or
withdrawal of consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences
of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact
the Participant’s local human resources representative.


 


10.         Nature
of Grant. By signing the Agreement, the Participant acknowledges and agrees that:


 


(a)          the
Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated
by the Company at any time;


 


(b)          the
grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future
grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past;


 


(c)          all
decisions with respect to future grants, if any, will be at the sole discretion of the Company;


 


(d)          the
Participant’s participation in the Plan is voluntary;


 


(e)          the
Participant’s participation in the Plan shall not create a right to any employment with the Employer and shall not interfere
with the ability of the Employer to terminate the Participant’s employment relationship, if any, at any time.


 


(f)          the
Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the
Participant’s employment or service contract, if any;


 


(g)          the
Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are not intended to replace any pension rights
or compensation;


 


(h)          the
Restricted Stock Units and the RSU Shares subject to the Restricted Stock Units are not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal,
end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no
event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate
of the Company;


 




    	 	9	 



     


    

 


(i)          the
future value of the RSU Shares is unknown and cannot be predicted with certainty;


 


(j)          in
consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture
of the Restricted Stock Units resulting from termination of the Participant’s employment (for any reason whatsoever and whether
or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim
that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen,
the Participant shall be deemed irrevocably to have waived the Participant’s right to pursue or seek remedy for any such
claim or entitlement;


 


(k)          in
the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s
right to receive Restricted Stock Units under the Plan and to vest in such Restricted Stock Units, if any, will terminate effective
as of the date that the Participant is no longer actively providing services and will not be extended by any notice period mandated
under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local
law); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes
of the Restricted Stock Units; and


 


(l)          the
Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case
of a merger, take-over or transfer of liability.


 


11.         Language.
If the Participant has received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.


 


12.         Bound
by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity
to review the Plan and agrees to be bound by all the terms and provisions of the Plan.


 


13.         Electronic
Delivery and Acceptance. The Company has decided to deliver documents related to current or future participation in the Plan
by electronic means and to request Participant’s consent to participate in the Plan by electronic means. Participant hereby
consents to receive such documents by electronic delivery and agrees to participate in the Plan through the current plan administrator’s
on-line system, or any other on-line system or electronic means that the Company may decide, in its sole discretion, to use in
the future.


 


14.         Entire
Agreement. This Agreement and the Appendix hereto, and the Plan contain the entire agreement and understanding of the parties
hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations
in respect thereto. Except as otherwise provided in Section 16 (Imposition of Other Requirements), no change, modification or waiver
of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.


 




    	 	10	 



     


    

 


15.         Appendix.
Notwithstanding any provision herein, the Participant’s participation in the Plan shall be subject to any special terms and
conditions as set forth in the appendix for the Participant’s country of residence, if any (the “Appendix”).
Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such
country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is
necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes
part of this Agreement.


 


16.         Imposition
of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation
in the Plan, on the Restricted Stock Units and on any RSU Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 


11.         Governing
Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without
regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause
the application of the laws of any jurisdiction other than the State of Delaware. For purposes of litigating any dispute that arises
directly or indirectly from the relationship of the parties evidenced by the Restricted Stock Units or this Agreement, the parties
hereby submit to and consent to the exclusive jurisdiction of the State of New York, and agree that such litigation shall be conducted
only in the courts of the State of New York, or the federal courts for the United States for the Southern District of New York,
and no other courts, where this grant is made and/or to be performed.


 


17.         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 IS LITIGATED OR HEARD IN ANY COURT.


 


18.         Headings.
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction,
and shall not constitute a part, of this Agreement.


 


19.         Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument. PLEASE NOTE: Participant’s designation/election
via the current plan administrator’s website that Participant has read and accepted the terms of this Agreement and the terms
and conditions of the Plan is considered Participant’s electronic signature and Participant’s express consent to this
Agreement and the terms and conditions set forth in the Plan.


 


[Remainder of page intentionally left
blank; signature page to follow]


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.


 


	 	ExlService Holdings, Inc.
	 	 
	 	 
	 	By:
	 	Title:
	 	 
	 	 
	 	Participant


 




    	 	12	 



     


    

 


Exhibit A: Revenue-Based RSUs


 


Except as may otherwise be provided herein,
the Revenue-Based RSUs shall vest based on the achievement of Company revenues against the aggregate revenue target for the period
beginning on [●] and ending on [●], as set forth herein. For purposes of this Exhibit A, “revenue” shall
have the meaning given such term in the Board-approved budget for the fiscal year in which the Award is granted.


 


The Company aggregate revenue target for
the [YEAR] Revenue-Based PRSUs for the period beginning on [●] and ending on [●] is [●] and the sliding
scale used to determine payout achievement is as set forth in the table below:


 


[YEAR] PRSU Plan – 3 Year Aggregate Revenue Target
Sliding Scale:


 


	
        Achievement on Revenue

        Target of $[●]
	 	Funding
	[110]%	 	[200]%
	[98% to 102%]	 	[100]%
	[90]%	 	[0]%


 


To the extent the Company’s revenue falls in between [90%
and 98%], the percentage of Revenue-Based RSUS earned will be determined based on straight line interpolation calculated using
a revenue target range between [90% and 100%] and a funding range between [0% and 100%]. For example, if [95]% of the revenue target
is achieved, [50]% of the Revenue-Based RSUs will be earned. To the extent the Company’s revenue falls in between [102% and
110%], the percentage of Revenue-Based RSUS earned will be determined based on straight line interpolation calculated using a revenue
target range between [100]% and [110]% and a funding range between [100% and 200%]. For example, if [105]% of the revenue target
is achieved, [150]% of the Revenue-Based RSUs will be earned.


 




    	 	13	 



     


    

 


Exhibit B: TSR-Based RSUs


 


The Committee has designated the following
peer group of public companies in the Company’s 8-digit Global Industry Classification Standard sub-industry group (the “Peer
Group”):


[


 


	Company (n = 53) (1)	 	 
	ALJ Regional Holdings, Inc.	 	NasdaqGM:ALJJ
	Alliance Data Systems Corporation	 	NYSE:ADS
	Automatic Data Processing, Inc.	 	NasdaqGS:ADP
	Black Knight, Inc.	 	NYSE:BKI
	Blackhawk Network Holdings, Inc.	 	NasdaqGS:HAWK
	Broadridge Financial Solutions, Inc.	 	NYSE:BR
	Cardtronics plc	 	NasdaqGS:CATM
	Cass Information Systems, Inc.	 	NasdaqGS:CASS
	Conduent Incorporated	 	NYSE:CNDT
	Convergys Corporation	 	NYSE:CVG
	CoreLogic, Inc.	 	NYSE:CLGX
	CSG Systems International, Inc.	 	NasdaqGS:CSGS
	DST Systems, Inc.	 	NYSE:DST
	Euronet Worldwide, Inc.	 	NasdaqGS:EEFT
	Everi Holdings Inc.	 	NYSE:EVRI
	EVERTEC, Inc.	 	NYSE:EVTC
	Exela Technologies, Inc.	 	NasdaqCM:XELA
	Fidelity National Information Services, Inc.	 	NYSE:FIS
	First Data Corporation	 	NYSE:FDC
	Fiserv, Inc.	 	NasdaqGS:FISV
	FleetCor Technologies, Inc.	 	NYSE:FLT
	GDS Holdings Limited	 	NasdaqGM:GDS
	Genpact Limited	 	NYSE:G
	Global Payments Inc.	 	NYSE:GPN
	Information Services Group, Inc.	 	NasdaqGM:III
	Innodata Inc.	 	NasdaqGM:INOD
	Ituran Location and Control Ltd.	 	NasdaqGS:ITRN
	Jack Henry & Associates, Inc.	 	NasdaqGS:JKHY
	JetPay Corporation	 	NasdaqCM:JTPY
	Mastercard Incorporated	 	NYSE:MA
	MAXIMUS, Inc.	 	NYSE:MMS
	MoneyGram International, Inc.	 	NasdaqGS:MGI
	Net 1 UEPS Technologies, Inc.	 	NasdaqGS:UEPS
	PagSeguro Digital Ltd.	 	NYSE:PAGS
	Paychex, Inc.	 	NasdaqGS:PAYX
	Payment Data Systems, Inc.	 	NasdaqCM:PYDS
	PayPal Holdings, Inc.	 	NasdaqGS:PYPL
	PRGX Global, Inc.	 	NasdaqGS:PRGX
	Qiwi plc	 	NasdaqGS:QIWI
	Sabre Corporation	 	NasdaqGS:SABR
	Square, Inc.	 	NYSE:SQ
	StarTek, Inc.	 	NYSE:SRT
	Steel Connect, Inc.	 	NasdaqGS:STCN
	Sykes Enterprises, Incorporated	 	NasdaqGS:SYKE
	Syntel, Inc.	 	NasdaqGS:SYNT
	The Western Union Company	 	NYSE:WU
	Total System Services, Inc.	 	NYSE:TSS
	Travelport Worldwide Limited	 	NYSE:TVPT
	TTEC Holdings, Inc.	 	NasdaqGS:TTEC
	Visa Inc.	 	NYSE:V
	WEX Inc.	 	NYSE:WEX
	WNS (Holdings) Limited	 	NYSE:WNS
	Worldpay, Inc.	 	NYSE:WP


 


]


 




    	 	14	 



     


    

 


The Company’s TSR for the TSR Performance
Period will be computed and then compared to the TSR of the companies in the Peer Group. A participant shall earn [200%, 150%,
100%, 50% or 0%] of the TSR-Based RSUs, as applicable, if the Company’s TSR for the Performance Period equals or exceeds
the [80th, 65th, 50th, 35th or 20th ]percentile, respectively, of the Peer Group, when ranked by TSR for the TSR Performance Period.
The percentage of TSR-Based RSUs earned will be determined based on straight-line interpolation to the extent the Company’s
TSR falls in between the [20th and 80th] percentiles, as per the chart below:


 


	Target TSR Percentile	 	Funding
	[80.0]	 	[200]%
	[65.0]	 	[150]%
	[50.0]	 	[100]%
	[35.0]	 	[50]%
	[20.0]	 	[0]%


 


Notwithstanding the foregoing, if the Company’s
TSR for the TSR Performance Period is negative, the maximum percentage of TSR-Based RSUs that may be earned is 100% regardless
of the Company’s actual percentile ranking relative to the peer Group.  TSR shall be determined in the customary manner
based on the percentage increase in a company’s stock price (taking into account assumed immediate reinvestment of dividends)
from the first day of the TSR Performance Period to the last day of the TSR Performance Period. For this purpose, a company’s
stock price on the applicable date will be determined as the 30 calendar day average closing stock price ending on the applicable
date (or the immediately preceding trading day if the applicable date is not a trading day), except as provided in Section 3(b)
in the event of a Change in Control.


 


Companies in the Peer Group that are not
publicly traded on the last day of the TSR Performance Period shall not be taken into account for TSR purposes (except that any
such company that goes bankrupt will be deemed to have a negative 100% TSR).


 




    	 	15