Exhibit 10.1


 


ExlService Holdings, Inc.


 


2018 OMNIBUS INCENTIVE PLAN


 


		1.	Purpose



 


The purpose of the
Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ
of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates
can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common
Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest
between stockholders and these persons.


 


This Plan document
is an omnibus document which includes, in addition to the Plan, separate sub-plans (“Sub Plans”) that permit
offerings of grants to employees of certain Designated Foreign Subsidiaries. Offerings under the Sub Plans may be made in particular
locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions.
The Plan shall be a separate and independent plan from the Sub Plans, but the total number of shares of Stock authorized to be
issued under the Plan applies in the aggregate to both the Plan and the Sub Plans.


 


So that the appropriate
incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Phantom Stock Awards, Stock Bonuses and Cash Bonus Awards, or any combination
or variation of the foregoing.


 


The Plan replaces and
supersedes the 2015 Amendment and Restatement of the ExlService Holdings, Inc. 2006 Omnibus Award Plan (the “Prior Plan”)
and is effective upon the date approved by the Company’s stockholders. Upon approval of the Plan by the Company’s stockholders,
no new awards shall be made under the Prior Plan, although outstanding awards previously made under the Prior Plan shall continue
to be governed by the terms of the Prior Plan. Shares of Stock that are subject to outstanding awards under the Prior Plan that
expire, are forfeited or otherwise terminate unexercised may be subjected to new Awards under the Plan, as provided in Section
5.


 


		2.	Definitions



 


The following definitions
shall be applicable throughout the Plan.


 


(a)          “Affiliate”
means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company and (ii)
to the extent provided by the Committee, any entity in which the Company has a significant equity interest.


 


(b)          “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Phantom Stock Award, Stock Bonus or Cash Bonus Award granted under the Plan.


 


(c)          “Award
Agreement” means an agreement pursuant to which an Award is granted.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Cash
Bonus Award” means an Award of a cash bonus pursuant to Section 11(a) of the Plan.


 




     


     


    

 


(f)          “Cause”
shall mean, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting
or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or, in
the absence of such an employment, consulting or other agreement, upon (i) the good faith determination by the Committee that the
Participant has ceased to perform his duties to the Company or an Affiliate (other than as a result of his incapacity due to physical
or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, provided
that no such failure shall constitute Cause unless the Participant has been given notice of such failure (if cure is reasonably
possible) and has not cured such act or omission within 15 days following receipt of such notice, (ii) the Committee’s good
faith determination that the Participant has engaged or is about to engage in conduct materially injurious to the Company or an
Affiliate, (iii) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as
a material element fraud or dishonesty, (iv) the consistent failure of the Participant to follow the lawful instructions of the
Board or his direct superiors, which failure amounts to an intentional and extended neglect of his duties to such party, or (v)
in the case of a Participant who is a non-employee director, the Participant ceasing to be a member of the Board in connection
with the Participant engaging in any of the activities described in clauses (i) through (iv) above.


 


(g)          “Change
in Control” shall, unless in the case of a particular Award the applicable Award Agreement states otherwise or contains a
different definition of “Change in Control,” be deemed to occur upon:


 


(i)          the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted
basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose
such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise
of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions
shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee
benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition which complies with clauses (A), (B)
and (C) of subsection (v) of this Section 2(f) or (IV) in respect of an Award held by a particular Participant, any acquisition
by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group
of persons including the Participant);


 


(ii)         individuals
who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or
nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of a registration statement of the Company describing such person’s inclusion on the Board,
or a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be
deemed to be an Incumbent Director;


 


(iii)        the
dissolution or liquidation of the Company;


 


(iv)        the
sale, transfer or other disposition of all or substantially all of the business or assets of the Company; or


 




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(v)         the
consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction
or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such
Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the
“Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial
ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous
governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting
Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into
which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among
the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among
the holders thereof immediately prior to the Business Combination, (B) no Person (other than any employee benefit plan sponsored
or maintained by the Surviving Company or the Parent Company, or one or more Designated Holders), is or becomes the beneficial
owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect
members of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the
Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the
Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination
were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business
Combination.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to such section and any regulations under such section.


 


(i)          “Committee”
means the Compensation Committee of the Board, or if the Board is acting as the Committee, the individuals constituting Eligible
Directors of the Board.


 


(j)          “Common
Stock” means the Series B Common Stock, par value $0.001 per share, of the Company and any stock into which such common stock
may be converted or into which it may be exchanged.


 


(k)          “Company”
means ExlService Holdings, Inc. and any successor thereto.


 


(l)          “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization or, if there is no such date, the date indicated on the applicable Award Agreement.


 


(m)          “Designated
Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United
States of America that may be designated by the Board or the Committee from time to time.


 


(n)          “Disability”
means, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Company or an Affiliate having
cause to terminate a Participant’s employment or service on account of “disability,” as defined in any existing
employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of
such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term
disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason
of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability
commenced, as determined by the Committee based upon medical evidence acceptable to it.


 


(o)          “Effective
Date” means the date on which this Plan is approved by the Company’s stockholders.


 


(p)          “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act, or a person meeting any similar requirement under any successor rule or regulation, and (ii) an “independent director”
under the rules of the stock exchange on which the Stock is listed or the National Association of Securities Dealers Automated
Quotation System (the “Nasdaq”), as applicable;.


 


(q)          “Eligible
Person” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements of
Section 6; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible
Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or
instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate
who may be offered securities pursuant to Form S-8.


 


(r)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




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(s)          “Fair
Market Value,” on a given date, means (i) if the Stock is listed on a national securities exchange, the closing price reported
as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there
is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed
on any national securities exchange but is quoted in the Nasdaq National Market on a last sale basis, the last sale price on such
date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the
Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the
Committee to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance
with applicable regulations of the Internal Revenue Service.


 


(t)          “Incentive
Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee
as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.


 


(u)          “Nonqualified
Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee
as an Incentive Stock Option.


 


(v)         “Option”
means an Award granted under Section 7 of the Plan.


 


(w)          “Option
Period” means the period described in Section 7(c) of the Plan.


 


(x)          “Option
Price” means the exercise price for an Option as described in Section 7(a) of the Plan.


 


(y)          “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
Section 6 of the Plan.


 


(z)          “Parent”
means any parent of the Company, as defined in Section 424(e) of the Code.


 


(aa)        “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Award under the Plan. The Performance Criteria that may be used to establish
the Performance Goal(s) may be based on the achievement of specific levels of performance of the Company (or Affiliate, division
or operational unit of the Company). Performance Criteria, may include, without limitation, any of the following: (i) net earnings
or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net
revenue growth; (iv) gross revenue; (v) new client revenue; (vi) gross profit or gross profit growth; (vii) net operating profit
(before or after taxes; (viii) return measures (including, but not limited to, return on assets, capital, invested capital, equity
or sales); (ix) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
(x) earnings before or after taxes, interest, depreciation and/or amortization; (xi) share price (included, but not limited to,
growth measures and total stockholder return); and (xii) any other objective or subjective criterion or criteria that the Committee
may select from time to time.


 


Without limiting the
Committee’s authority to select any Performance Criteria as it determines appropriate, any Performance Criteria may be used
on an absolute or relative basis to measure the performance of the Company and/or an Affiliate as a whole or any business unit
of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any Performance Criteria
as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole
discretion, deems appropriate, or the Company may select Performance Criterion as compared to a selected peer group or published
index. Performance goals may also be based on individual performance goals. The Committee also has the authority to provide for
accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria.


 




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(bb)        “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria. The Committee is authorized at any time during a Performance Period, in its sole and absolute
discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period based on the occurrence of any
of following events: (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax
laws, accounting principles, or other laws or regulatory rules affecting reported result; (iv) any reorganization or restructuring
programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement
thereto) or unusual or infrequently occurring items pursuant to Accounting Standards Update 2015-01 (or any successor pronouncement
thereto) and/or in management’s discussion and analysis of financial conditions and results of operations appearing in the
Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific
unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains or losses; (ix) a change
in the Company’s fiscal year; or (x) any other event or circumstance the Committee deems appropriate.


 


(cc)        “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of an Award.


 


(dd)        “Phantom
Stock Award” shall mean a cash award whose value is determined based on the change in the value of the Company Common Stock
from the Effective Date.


 


(ee)        “Plan”
means this ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, as may be amended from time to time.


 


(ff)         “Prior
Plan” has the meaning given to it in Section 1 of this Plan.


 


(gg)       “Restricted
Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time determined
by the Committee during which such Award is subject to the restrictions set forth in Section 9 or, as applicable, the period of
time within which performance is measured for purposes of determining whether an Award has been earned.


 


(hh)       “Restricted
Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set
forth in Section 9 of the Plan.


 


(ii)         “Restricted
Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under
Section 9.


 


(jj)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(kk)        “Senior
Participant” means each of the Chief Executive Officer and the President of the Company and an employee of the Company or
an Affiliate that is designated as a member of the Executive Committee.


 


(ll)         “Stock”
means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize
for use under the Plan.


 


(mm)      “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(nn)       “Stock
Bonus” means an Award granted under Section 10 of the Plan.


 


(oo)       “Stock
Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section
7 which defines the rights and obligations of the parties thereto.


 


(pp)       “Strike
Price” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option, or (ii)
in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.


 


(qq)       “Subsidiary”
means any subsidiary of the Company, as defined in Section 424(f) of the Code.


 




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(rr)         “Substitute
Award” means an Award granted or issued to a Participant in assumption or substitution of outstanding awards by an entity
acquired by the Company or any Affiliate or Subsidiary or with which the Company, an Affiliate or a Subsidiary combines.


 


(ss)        “Vested
Unit” shall have the meaning ascribed thereto in Section 9(d).


 


(tt)         “Vice
President Participant” means an employee of the Company or an Affiliate holding the office of vice president or any office
senior or the office of vice president.


 


		3.	Effective Date, Duration and Stockholder Approval



 


The Plan is effective
as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders
of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(i) of the Code; provided,
that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain
such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.


 


The expiration date
of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have
been settled.


 


		4.	Administration



 


(a)          The
Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority
of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall
be deemed the acts of the Committee.


 


(b)          Subject
to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards
to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock,
other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards
may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances
the delivery of cash, Stock, other securities, other Options, other property and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) accelerate the exercisability
of any option or SAR and to remove any restriction on any Award; (viii) interpret, administer, reconcile any inconsistency, correct
any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan;
(ix) establish, amend, suspend, or waive such rules and regulations; (x) appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.


 


(c)          Notwithstanding
the foregoing, the Committee may delegate to any officer or officers of the Company or any Affiliate the authority to act on behalf
of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated
to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons subject to Section
16 of the 1934 Act.


 


(d)          Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation,
the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.


 




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(e)          No
member of the Board, Committee or any officer or employee to whom authority has been delegated administrative authority shall be
liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.


 


		5.	Grant of Awards; Shares Subject to the Plan



 


The Committee may,
from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Phantom Stock
Awards, Stock Bonuses and/or Cash Bonus Awards to one or more Eligible Persons; provided, however, that:


 


(a)          Subject
to Section 13, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan as of the Effective
Date is (i) 3,175,000 shares of Stock, minus (ii) one (1) share of Stock for every one (1) share of Stock subject to an award granted
under the Prior Plan after March 15, 2018. Any shares of Stock subject to an award under the Prior Plan and that expires, is forfeited,
otherwise terminates, or is settled in cash, after March 15, 2018, shall be added to the shares of Stock reserved for issuance
under the Plan.


 


(b)          Shares
of Stock shall not be deemed to have been used in settlement of Awards in the event the Award is settled in cash. Shares of Stock
delivered (either directly or by means of attestation) in full or partial satisfaction of applicable tax withholding obligations
or withheld by the Company in full or partial satisfaction of applicable tax withholding obligations for any Award, other than
an Option or a SAR, shall be deducted from the number of shares of Stock delivered to a Participant pursuant to such Award for
purposes of determining the number of shares of Stock acquired pursuant to the Plan. If and to the extent an Award under the Plan
expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the
shares covered by such Award shall again become available for future Awards under the Plan. For purposes of the foregoing sentence,
a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards
by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled
pursuant to Section 5(e) by reason of a new Award being granted in substitution therefor. Notwithstanding any to the contrary contained
herein, the following shares of Stock shall not be added to the shares of Stock authorized for grant under this Section 5(a): (A)
shares of Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option or, after
March 15, 2018, an option under the Prior Plan; (B) shares of Stock tendered by the Participant or withheld by the Company to satisfy
applicable tax withholding obligations with respect to Options or SARS, or after March 15, 2018, options or SARs under the Prior
Plan; (C) shares of Stock subject to a SAR, or after March 15, 2018, a stock appreciation right under the Prior Plan that are not
issued in connection with its stock settlement or exercise thereof; and (D) shares of Stock reacquired by the Company on the open
market or otherwise using cash proceeds from the exercise of Options or, after March 15, 2018, options under the Prior Plan.


 


(c)          Stock
delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company,
Stock purchased on the open market or by private purchase, or a combination of the foregoing.


 


(d)          Subject
to Section 13, (i) no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 500,000
shares of Stock, (ii) the maximum number of time-based Restricted Stock, Restricted Stock Units, Phantom Stock Awards or Stock
Bonuses that may be granted to any one Participant under the Plan in a calendar year is 500,000 shares of Stock or, in the event
such Award is paid in cash, the equivalent cash value thereof on the date of vesting, and (iii) the maximum number of performance-based
Restricted Stock, Restricted Stock Units, Phantom Stock Awards or Stock Bonuses that may be granted to any one Participant under
the Plan in a calendar year is 500,000 shares of Stock or, in the event such Award is paid in cash, the equivalent cash value thereof
on the date of vesting. The maximum amount that can be paid in any calendar year to any Participant pursuant to a Cash Bonus Award
described in Section 11 shall be $10,000,000.


 


(e)          Without
limiting the generality of the preceding provisions of this Section 5, the Committee may, but solely with the Participant’s
consent, agree to cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee
may in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements as of the
date such new Award is granted.


 




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(f)          Substitute
Awards shall not be counted against the shares of Stock available for granting Awards under the Plan.


 


(g)          In
the event the Company or any Subsidiary or Affiliate acquires or combines with a company that has shares available under a pre-existing
plan, such shares shall be available for grant of Awards under this Plan, subject to applicable listing exchange requirements and
shall not be counted against the shares of Stock available for granting Awards under the Plan.


 


(h)          Notwithstanding
any other provision in the Plan to the contrary, the maximum number of shares of Stock subject to Awards granted during a single
calendar year to any Eligible Director, taken together with any cash fees paid during the calendar year to the Eligible Director
in respect of the Eligible Director’s service as a member of the Board during such year (including service as a member or
chair of any committees of the Board), shall not have an aggregate Fair Market Value on the Date of Grant (computed as of the Date
of Grant in accordance with applicable financial accounting rules) in excess of $500,000. The independent members of the Board
may make exceptions to this limit for a non-executive chair of the Board, provided that the Eligible Director receiving such additional
compensation may not participate in the decision to award such compensation.


 


		6.	Eligibility



 


Participation shall
be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee,
or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


		7.	Options



 


The Committee is authorized
to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however,
that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary.
Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as may be reflected
in the applicable Stock Option Agreement.


 


(a)          Option
Price. Except with respect to an Option that is a Substitute Award, the exercise price (“Option Price”)
per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market
Value of a share of Stock on the Date of Grant.


 


(b)          Manner
of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment
in full of the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery
of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable (i)
in cash, check, cash equivalent and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including
by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the
Company), (ii) in the discretion of the Committee, either (A) in other property having a fair market value on the date of exercise
equal to the Option Price or (B) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to
pay the Option Price or (iii) by such other method as the Committee may allow. Notwithstanding the foregoing, in no event shall
a Participant be permitted to exercise an Option in the manner described in clause (ii) or (iii) of the preceding sentence if the
Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, any other applicable
law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of
any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or
traded.


 




    	 	8	 



     


    

 


(c)          Vesting,
Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined
by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option
Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee
may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions
of such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions
thereof which become exercisable shall remain exercisable until the Option expires.


 


(d)          Automatic
Exercise. Unless otherwise provided in the Award Agreement, if on the last day of the Option Period, the Fair Market Value
exceeds the Strike Price, the Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed
to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e)          Stock
Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement.
Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to
the following terms and conditions:


 


(i)          Each
Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.


 


(ii)         Each
share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall
cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when
the Option expires.


 


(iii)        Subject
to Section 12(l), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and
shall be exercisable during the Participant’s lifetime only by him.


 


(iv)        Each
Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee
and set forth in the Stock Option Agreement.


 


(v)         At
the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee
a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance
with all applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation prior
to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant
or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which
such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates
to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal
or state securities laws.


 


(vi)        Each
Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he
or she makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying
disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of
the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock
Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession
of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end
of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale
of such Stock.


 


(vii)       An
Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of
the Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject
to the Option prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase
option in favor of the Company or to any other restriction the Committee determines to be appropriate. The Company shall not exercise
its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically
provides in an Stock Option Agreement.


 




    	 	9	 



     


    

 


(f)          Incentive
Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock
Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock
of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option
and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the
Option.


 


(g)          $100,000
Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of
Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.


 


		8.	Stock Appreciation Rights



 


Any Option granted
under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent
amendment. The Committee also may award SARs to Eligible Persons independent of any Option. A SAR shall be subject to such terms
and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:


 


(a)          Vesting,
Transferability and Expiration. A SAR granted in connection with an Option shall become exercisable, be transferable and shall
expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR
granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the Committee and reflected in an Award Agreement.


 


(b)          Automatic
Exercise. Unless otherwise provided in the Award Agreement, if on the last day of the Option Period (or in the case of a SAR
independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds
the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding
Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make
the appropriate payment therefor.


 


(c)          Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The
Company shall pay such excess in cash (taking into consideration any adverse tax consequences to the Participant under Section
409A of the Code), in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee.
Fractional shares shall be settled in cash.


 


(d)          Method
of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant
by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and
the date on which such SARs were awarded.


 


(e)          Expiration.
Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by
the Committee which is not later than ten years after the Date of Grant of the SAR.


 


(f)          Tax
Considerations. The Committee shall take into account Section 409A of the Code and applicable regulatory guidance thereunder
before granting a SAR.


 



    	 	10	 



     


    

 


		9.	Restricted Stock and Restricted Stock Units



 


(a)          Award
of Restricted Stock and Restricted Stock Units.





 


(i)          The
Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or
transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted
Stock and Restricted Stock Units, including the Restricted Period and any applicable Performance Goals, as applicable, which may
differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or
become vested and the number of shares or units to be covered by each grant.


 


(ii)         Each
Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A)
an escrow agreement satisfactory to the Committee, if applicable, and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set
forth in Section 9(b), the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock,
including the right to vote such Restricted Stock.


 


(iii)        Upon
the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued
and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow
arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate
held by it, registered in the name of the Participant.


 


(iv)        The
terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award Agreement. No shares of Stock shall
be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment
of any such Award. At the discretion of the Committee and subject to Section 12(b), each Restricted Stock Unit (representing one
share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“dividend
equivalents”).


 


(b)          Restrictions.


 


(i)          Restricted
Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and
to such other terms and conditions, including and without limitation, the satisfaction of any applicable Performance Goals during
such period, as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant shall
not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set
forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(c) and the
applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect to such shares shall terminate without further
obligation on the part of the Company.


 


(ii)         Restricted
Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction
of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement, and to the extent
such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without
further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award
Agreement.


 


(iii)        The
Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units
whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date
of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.


 




    	 	11	 



     


    

 


(c)          Restricted
Period. With respect to Restricted Stock and Restricted Stock Units, the Restricted Period shall commence on the Date of Grant
and end at the time or times set forth on a schedule established by the Committee in the applicable Award Agreement.


 


(d)          Delivery
of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to
any shares of Restricted Stock, the restrictions set forth in Section 9(b) and the applicable Award Agreement shall be of no further
force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is
used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate
evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has
expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with
respect to such Restricted Stock and the interest thereon, if any.


 


Subject to the applicable
Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company
shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock
Unit (“Vested Unit”) and cash equal to any dividend equivalents credited with respect to each such Vested Unit
in accordance with Section 9(a)(iv) hereof and the interest thereon or, at the discretion of the Committee, in shares of Stock
having a Fair Market Value equal to such dividend equivalents and interest thereon, if any; provided, however, that, the Committee
may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock
for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration
of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be
equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.


 


(e)          Stock
Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the
form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company
deems appropriate:


 


Transfer of
this certificate and the shares represented hereby is restricted pursuant to the terms of the ExlService Holdings, Inc. 2018 Omnibus
Incentive Plan and a Restricted Stock Award Agreement, dated as of _____________, between ExlService Holdings, Inc. and __________________.
A copy of such Plan and Agreement is on file at the offices of ExlService Holdings, Inc.


 


Stop transfer orders shall be entered with
the Company’s transfer agent and registrar against the transfer of legended securities.


 


		10.	Stock Bonus Awards



 


The Committee may issue
unrestricted Stock, or other Awards denominated in Stock, including and without limitation, fully-vested deferred stock units,
under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions
as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted
as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.


 


		11.	Cash Bonus Awards and Certain Limitations



 


The Committee shall
have the authority to make an Award of a cash bonus to any Participant. Any such Award may be subject to a Performance Period,
Performance Goals or such other terms and conditions as the Committee may designate in the applicable Award Agreement.


 




    	 	12	 



     


    

 


		12.	General



 


(a)          Additional
Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not
applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation,
provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee
determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), adding dividend equivalent rights or
other protections to Participants in respect of dividends paid on Stock underlying any Award (in addition to and subject to those
provisions of Section 9, including the prohibition on currently paying dividends or dividend equivalents prior to the release of
restrictions or settlement of the corresponding Restricted Stock or Restricted Stock Units), provisions for the forfeiture of or
restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right
to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions
allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified
event, and provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements; provided,
however, that any such deferral does not result in acceleration of taxability of an Award prior to receipt, or tax penalties,
under Section 409A of the Code. Any such provisions shall be reflected in the applicable Award Agreement.


 


(b)          Treatment
of Dividends and Dividend Equivalents on Unvested Awards. In no event shall dividends or dividend equivalents (whether paid
in cash or shares of Stock) be paid with respect to Options or Stock Appreciation Rights. Notwithstanding any other provision of
the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents,
if dividends are declared during the period that an Award is outstanding, such dividends (or dividend equivalents) shall either
(i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the
same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied and the
Award is settled (as applicable).


 


(c)          Privileges
of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of
ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.


 


(d)          Government
and Other Regulations. The obligation of the Company to settle Awards in Stock shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant
to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory
to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom
and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register
for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered
for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company
may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems
advisable to ensure the availability of any such exemption.


 


(e)          Tax
Withholding.


 


(i)          A
Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or
other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and
payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and
taxes.


 




    	 	13	 



     


    

 


(ii)         Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding (at a tax withholding rate that will not result in adverse accounting implications for the
Company) by (A) the delivery of shares of Stock owned by the Participant having a Fair Market Value equal to such withholding liability
or (B) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement
of the Award a number of shares with a Fair Market Value equal to such withholding liability.


 


(f)          Claim
to Awards and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right
to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other
Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in
the employ or service of the Company or an Affiliate.


 


(g)          Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the
beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his
death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary
by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior
to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation
is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time
of death, his or her estate.


 


(h)          Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan
is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person
or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs
the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other
person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment
shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(i)          No
Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director
of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out
of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith;
provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.


 


(j)          Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware.


 


(k)          Funding.
No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees under general law.


 



    	 	14	 



     


    

 


(l)          Nontransferability.


 


(i)          Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.


 


(ii)         Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by
a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement
to preserve the purposes of the Plan, to:


 


A.           any
person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively,
the “Immediate Family Members”);


 


B.           a
trust solely for the benefit of the Participant and his or her Immediate Family Members;


 


C.           a
partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family
Members; or


 


D.           other
transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable
Award Agreement;


 


(each transferee described in clauses (A),
(B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives
the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the
Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)        The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option
if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or
appropriate, (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or
not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (D) the
consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the
terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without
limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award Agreement.


 


(m)          Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act,
as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with
the Plan by any person or persons other than himself.


 


(n)          Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 


(o)          Expenses.
The expenses of administering the Plan shall be borne by the Company and Affiliates.


 




    	 	15	 



     


    

 


(p)          Pronouns.
Masculine pronouns and other words of masculine gender shall refer to both men and women.


 


(q)          Titles
and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings shall control.


 


(r)          Termination
of Employment. Unless an applicable Award Agreement provides otherwise, for purposes of the Plan, a person who transfers from
employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated
employment or service with the Company or an Affiliate.


 


(s)          Severability.
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and
effect.


 


(t)          Compliance
with Applicable Law. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any
additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable
in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 


		13.	Changes in Capital Structure



 


Awards granted under
the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section
5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated
in Sections 5(d) or 11(b) shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion,
as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by
the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by
reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such
Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in
any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable
adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this
Section 13 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


Notwithstanding the
above, if the Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration
is received by stockholders of the Company in a form other than stock or other equity interests of the surviving entity then the
Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards
and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the
price per share of Stock received or to be received by other stockholders of the Company in the event.


 


The terms of this Section
13 may be varied by the Committee in any particular Award Agreement.


 



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		14.	Effect of Change in Control



 


(a)          The
Committee may, but is not required to, provide in any particular Award Agreement:


 


(i)          In
the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary,
and either in or not in combination with another event such as a termination of the applicable Participant by the Company without
Cause, all Options and SARs subject to such Award shall become immediately exercisable with respect to 100 percent of the shares
subject to such Option or SAR, and/or that the Restricted Period shall expire immediately with respect to 100 percent of such shares
of Restricted Stock or Restricted Stock Units subject to such Award (including a waiver of any applicable Performance Goals) and,
to the extent practicable, such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur
in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with
respect to the Stock subject to their Awards.


 


(ii)         In
the event of a Change in Control, all incomplete Performance Periods in respect of such Award in effect on the date the Change
in Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals
with respect to each such Award Period have been met based upon such audited or unaudited financial information then available
as it deems relevant, (B) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals
for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and
(C) cause the Award, if previously deferred, to be settled in full as soon as possible.


 


(b)          In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice
to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per share of Stock received or to be received by other stockholders of the Company
in the event.


 


(c)          The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially
all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation
of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.


 


(d)          If
(i) within 12 months following a Change in Control or (ii) in contemplation of a Change in Control, a Senior Participant’s
employment with the Company or any Affiliate is terminated by the Company or an Affiliate without Cause, all Awards held by such
Senior Participant, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and, if applicable,
the Restricted Period shall end at the time of such termination.


 


(e)          Upon
a Change in Control the vesting and exercisability of all Awards outstanding under the Plan held by Vice President Participants
shall be such that any Award that would have vested in the one calendar year period following the Change in Control shall automatically
become fully vested and exercisable and, if applicable, the Restricted Period shall end immediately prior to the Change in Control.


 


15.         Nonexclusivity
of the Plan


 


Neither the adoption
of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable
generally or only in specific cases.


 


16.         Amendments
and Termination


 


(a)          Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including
as necessary to comply with any applicable stock exchange listing requirement); and provided, further that any such
amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder
or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary. The termination date of the Plan, following which no Awards may be granted hereunder, the tenth anniversary
of the Effective Date; provided, that such termination shall not affect Awards then outstanding, and the terms and conditions of
the Plan shall continue to apply to such Awards.


 



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(b)          Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any
Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary;
and provided further that, other than in connection with an equitable adjustment under Section 13 or a Change in Control, without
stockholder approval, (i) no amendment or modification may reduce the Option Price of any Option or the Strike Price of any SAR,
(ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Option Price
or Strike Price, as the case may be) in a manner which would either (A) (if the Company is subject to the reporting requirement
of the Exchange Act) be reportable on the Company’s proxy statement as Options which have been “repriced” (as
such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any Option being accounted
for under the “variable” method for financial statement reporting purposes and (iii) the Committee may not take any
other action which is considered a “repricing” for purposes of the stockholder approval rules of the applicable stock
exchange on which the Stock is listed, if any. In no event may the Company buyout for cash any Option or SAR whose Option Price
or Strike Price (as applicable) on the date of purchase exceeds the Fair Market Value of the Company’s Stock.


 


17.         Compliance
with Section 409A.


 


(a)          It
is intended that any amounts payable under this Plan shall either be exempt from or comply with Section 409A of the Code (including
the Treasury regulations and other published guidance relating thereto) so as not to subject a Participant to payment of any interest
or additional tax imposed under Section 409A of the Code. To the extent that any amount payable under this Agreement would trigger
the additional tax, penalty or interest imposed by Section 409A of the Code, this Plan shall be modified to avoid such additional
tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant.
In no event shall the Company, any member of the Board of Directors, or any employee, agent or other service provider have any
liability to any Participant for any tax, fine or penalty associated with any failure to comply with the requirements of Section
409A of the Code.


 


(b)          To
the extent a payment or benefit is nonqualified deferred compensation subject to Section 409A of the Code, a termination of employment
shall not be deemed to have occurred for purposes of any provision of this Plan or any Award Agreement providing for the payment
of any amounts upon or following a termination of employment unless such termination is also a “separation from service”
within the meaning of Section 409A of the Code and, for purposes of any such provision of this Plan and any Award Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
If a Participant is deemed on the date of a separation from service (within the meaning of Section 409A of the Code) to be a “specified
employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification
methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified
under Section 409A of the Code), then with regard to any payment or the provision of any benefit that is “nonqualified deferred
compensation” within the meaning of Code Section 409A and which is paid as a result of the Participant’s “separation
from service,” such payment or benefit shall not be made or provided prior to the date which is the earlier of (A) the expiration
of the six-month period measured from the date of such “separation from service” of the Executive, and (B) the date
of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits
delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence
of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under
this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


 




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(c)          For
purposes of Section 409A of the Code, the Participant’s right to receive any installment payments pursuant to this Plan or
any Award Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under
the Plan or any Award Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made
within thirty days following the date of termination”), the actual date of payment within the specified period shall be within
the sole discretion of the Company.


 


(d)          With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for
another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided,
that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section
105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and
(iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year
in which the expense was incurred.


 


		18.	Forfeiture and Recoupment.



 


Without limiting in
any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law, and
for greater clarity, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award, including any payment of Shares received upon exercise or in satisfaction of an Award under the Plan
shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition
to any otherwise applicable vesting or performance conditions, without limit as to time. Such events shall include, but not be
limited to, failure to accept the terms of the Award Agreement, termination of service under certain or all circumstances, violation
of material Company policies, misstatement of financial or other material information about the Company, fraud, misconduct, breach
of noncompetition, confidentiality, nonsolicitation, noninterference, corporate property protection, or other agreements that may
apply to the Participant, or other conduct by the Participant that the Committee determines is detrimental to the business or reputation
of the Company and its Affiliates, including facts and circumstances discovered after termination of service. Awards granted under
the Plan shall be subject to any compensation recovery policy or minimum stock holding period requirement as may be adopted or
amended by the Company from time to time.


 


		19.	Whistleblower Provisions.



 


Nothing contained herein
prohibits the Participant from: (1) reporting possible violations of federal law or regulations, including any possible securities
laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower
provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including
but not limited to any such programs managed by the U.S. Securities and Exchange.


 


*       *       *


As adopted by the Board of Directors of


ExlService Holdings, Inc. as of April 12, 2018.


 




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