GENPACT LTD: Change of Directors or Key Officers, Financial Statements and Supporting Documents (Form 8-K)


Item 5.02 Departure of directors or certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain

At November 30, 2021, Genpact Limited (the “Company”) has entered into employment contracts (the “Employment Contracts”) with each of the Balkrishan kalra (Senior Vice President, Banking Services, Capital Markets, Consumer Goods, Retail, Life Sciences and Healthcare) and Catherine stein (Senior Vice President, Chief Strategy Officer and Chief Business Officer, Business Services), as further described below. Each employment contract comes into force on November 30, 2021 and replaces in its entirety any previous employment contract with the Company.

In addition, on November 30, 2021, the subsidiary of the Company Stubborn Canada Company (f / k / a Headstrong Canada Limited) and Darren Saumur (Senior Vice President, Global COO) has entered into an addendum (the “Amendment Agreement”) to the employment contract between the parties dated Feb. 26, 2018 (the “Saumur Employment Contract”), as described in more detail below. The amendment agreement comes into force on November 30, 2021.

Employment Agreements

Each employment contract is for an indefinite period and provides for an annual base salary, an annual performance bonus with a target level determined by the Board of Directors of the Company (the “Board”), eligibility to participate in all employee benefit plans implemented by the Company. for the benefit of its officers in general and severance benefits upon certain qualifying terminations of employment, as described in more detail below. Each employment contract provides that the senior manager’s employment with the Company may be terminated at any time with or without cause.

The base salary under the employment contracts for each of the Mr. Kalra and Mrs. Stein is $ 680,000 and $ 550,000, respectively, with a target bonus of 100% of annual base salary. The base salary and target bonus of each executive officer is subject to an annual review by the Board and may be adjusted from time to time as the Board deems appropriate.

In the event that the executive’s employment is terminated by the Company without “cause” or if the executive resigns for a “good reason” (each as defined in the employment contracts), the executive will be eligible to receive compensation. departure which consist of (a) an amount equal to the sum of (i) 6 months of the executive’s base salary and (ii) one week of the executive’s base salary for each year of service with the Company until a maximum of 12 weeks, payable in installments over the 12 months following termination; (b) a lump sum payment in an amount equal to the prorated target bonus of the executive officer for the year of termination of employment based on the period of employment in the year of termination of employment. ‘use; and (c) a lump sum payment equal to the cost that would be payable by the Company, measured on the date of termination of the officer’s employment, to acquire health benefits for the officer, his spouse and eligible dependents, according to the cases, under group health insurance plans for 18 months after termination of employment.

In addition, in the event that such termination occurs before or more than 24 months after a change of control of the Company (as defined in the Omnibus 2017 Incentive Compensation Plan of the Company), each of the time options then in effect of the officer, restricted share unit awards and performance share awards in respect of which the performance period has been completed prior to termination such that the award remains subject only to time-based vesting will vest on the date of termination with respect to the number of shares that would have acquired if the executive had continued to exercise his functions for a period of 12 months following the date of termination of employment (the “additional shares”). All time-based options may be exercised for all additional shares vested under the time-based option and all shares previously vested for six months after the date of termination (or if earlier, at the time-based option term expiration).

In the event that such a termination occurs within 24 months of a change in control, each of the fixed-term options, fixed-term restricted share unit awards and outstanding performance share awards of the member of the senior management will be acquired in full upon the change of control (with regard to the number of shares then subject to allocations). All time-based options (including with regard to previously vested shares) will remain exercisable for a period of 6 months following the date of termination (or if earlier, upon expiration of the term of the option. based on time).

The payment of severance pay in accordance with employment contracts is conditional on the execution by the senior manager of a general discharge of all claims against the Company and its affiliates and the continued compliance with various clauses of the employment contracts prohibiting the ” engagement of the executive in competitive activities, solicitation of clients and employees, disclosure of confidential information and disparagement of the Company, subject to applicable law.

In addition, employment contracts include a provision of Section 280G of the Internal Revenue Code (“Code”) relating to “best wages” under which, in the event that any payment or benefit received by the executive would be subject to excise tax under section 4999 of the Code, the senior official will receive either the total amount of such payments or a reduced amount so that no part of the payments is subject to the tax. excise duty, whichever results in the greatest after-tax benefit to the executive.

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Amendment Agreement

The amendment agreement provides that Mr. Saumur is entitled to the same severance payments as those described above with regard to employment contracts if Mr. Saumur is terminated by the Company without “cause” or he resigns for “just cause” (as defined in the Rider Agreement). The other terms of that of M. Saumur the indemnities remain governed by the terms and conditions of the Saumur employment contract, previously filed with the Security and Trade Commission to March 1, 2021.

The above summary is qualified in its entirety by the full texts of the employment contracts filed attached as Exhibits 10.1 and 10.2, and the Amending Agreement filed attached as Exhibit 10.3, and are incorporated into present by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits:

Exhibit 10.1     Employment Agreement between the Company and Balkrishan Kalra, dated
               November 30, 2021
Exhibit 10.2     Employment Agreement between the Company and Kathryn Stein, dated
               November 30, 2021
Exhibit 10.3     Amendment Agreement between Headstrong Canada Company and Darren
               Saumur, dated November 30, 2021
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL

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