ARRANGEMENT.
NO MODIFICATION SHALL BE MADE BY THE COMPANY WITHOUT PRIOR WRITTEN
NOTICE TO THE EXECUTIVE.
FOR THIS PURPOSE, "APPLICABLE
14
ARRANGEMENTS" SHALL MEAN THE RETENTION BONUS, THE IPO BONUS, AND THE SPECIAL
PENSION BENEFIT, REFERRED TO IN SECTIONS 4(C) AND 7(B) AND ANY SEVERANCE
PAYMENTS UNDER SECTION 8.
(III)
ALL REIMBURSEMENTS UNDER SECTIONS 7(A) AND 7 (D) SHALL BE MADE
PROMPTLY FOLLOWING THE SUBMISSION OF A REIMBURSEMENT REQUEST BY THE EXECUTIVE
AND NO LATER THAN THE END OF THE EXECUTIVE'S TAXABLE YEAR (THE "EXECUTIVE TAX
YEAR") FOLLOWING THE EXECUTIVE TAX YEAR IN WHICH THE EXPENSE IS INCURRED.
THE
AMOUNT OF EXPENSES ELIGIBLE FOR REIMBURSEMENT UNDER SECTIONS 7(A) AND 7(D) AND
IN-KIND BENEFITS PAYABLE UNDER SECTION 7(A) DURING AN EXECUTIVE TAX YEAR SHALL
NOT AFFECT THE EXPENSES ELIGIBLE FOR REIMBURSEMENT OR IN-KIND BENEFITS PAYABLE
IN ANOTHER EXECUTIVE TAX YEAR.
NO RIGHT TO REIMBURSEMENT UNDER SECTIONS
7(A) AND 7(D) OR PAYMENT OF IN-KIND BENEFITS UNDER SECTION 7(A) SHALL BE SUBJECT
TO LIQUIDATION OR EXCHANGE FOR ANY OTHER PAYMENT OR BENEFIT.
(E)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING ON AND
INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
(F)
NOTICE.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED PERSONALLY, IF DELIVERED BY
OVERNIGHT COURIER SERVICE, IF SENT BY FACSIMILE TRANSMISSION OR IF MAILED BY
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
RESPECTIVE ADDRESSES OR SENT VIA FACSIMILE TO THE RESPECTIVE FACSIMILE NUMBERS,
AS THE CASE MAY BE, AS SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS EITHER PARTY
MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT
NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT; PROVIDED,
HOWEVER, THAT (I) NOTICES SENT BY PERSONAL DELIVERY OR OVERNIGHT COURIER SHALL
BE DEEMED GIVEN WHEN DELIVERED; (II) NOTICES SENT BY FACSIMILE TRANSMISSION
SHALL BE DEEMED GIVEN UPON THE SENDER'S RECEIPT OF CONFIRMATION OF COMPLETE
TRANSMISSION; AND (III) NOTICES SENT BY REGISTERED MAIL SHALL BE DEEMED GIVEN
TWO DAYS AFTER THE DATE OF DEPOSIT IN THE MAIL.
If to the Executive, to such address as shall most currently appear on the
records of the Company.
If to the Company, to:
Genpact Limited
Canon's Court
22 Victoria Street
Hamilton HM EX
Bermuda
15
(G)
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH
WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW
YORK.
ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO (OTHER
THAN AN ACTION WHICH MUST BE BROUGHT BY ARBITRATION PURSUANT TO SECTION 10(I))
MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF,