We have established an annual ~~cash~~ incentive bonus program in order to align our executive officers’ ~~and employees’~~ goals ~~generally~~ with our ~~revenue and profitability objectives~~performance targets for the current ~~year. A cash~~year and to encourage meaningful contributions to our future financial performance. Our Compensation Committee approved the framework of our incentive bonus program ~~was approved by our Compensation Committee~~ in ~~early 2007 with~~December 2017 for the year 2018 for bonuses payable in respect ~~to the cash incentive bonuses to be paid in 2008 to all eligible employees worldwide. The aggregate amount~~ of ~~all cash bonuses paid for 2007 did not exceed the aggregate cash incentive bonus pool approved by our Compensation Committee in 2007.~~2018 performance. Under the ~~plan,~~program, bonus target amounts, expressed as a percentage of base salary or annual fixed compensation, are established for participants at the beginning of each year unless their employment agreements contain different terms. Funding of ~~possible~~potential bonus payouts for the year are determined by our financial results for the year relative to predetermined performance measures and ~~may be increased or decreased depending upon the executive’s~~our assessment of each named executive officer’s performance relative to his predetermined individual performance ~~against his or her non-financial~~ goals. ~~When~~If our performance falls short of target, our aggregate funding of the annual cash bonus incentive pool ~~declines, with no funding of the bonus pool if~~declines. If we do not achieve ~~90% of each of our predetermined~~a minimum threshold for the established financial performance ~~objectives. At~~objectives, then the ~~end of~~bonus pool is not funded for that particular objective. Although the ~~performance period, our~~ Compensation Committee has not historically done so, it has the discretion to adjust an award payout from the amount yielded by the ~~formula. For 2007, our Compensation Committee did not adjust an award payout for any executive officer.~~ formula at the end of the performance period.

Our Compensation Committee considered the following when establishing the awards for ~~2007:~~2018:

As employees progress to higher levels of management, they are able to more directly affect our results and strategic initiatives, and therefore an increasing proportion of their pay is linked to our performance measures. For 2007, the target bonus for each of our founder executive officers was 70% dependent on our performance and 30% dependent on individual performance and the percentage allocations were modified from 2006 to reflect a balance between near-term financial targets and longer-term objectives. For our other named executive officers, 60% was dependent on our performance and 40% was dependent on individual performance.

In 2018, the Compensation Committee continued to set the business line and other Company performance goals as well as the individual performance goals described above for all named executive officers to ensure the executives were properly focused on both the Company’s Adjusted PBT and revenue goals, aggregate of business units’ performance on revenue and Adjusted PBT goals and other areas of performance that are unique to their positions within the organization. We decided to move away from basing our annual bonus in part on Adjusted EPS and, instead, to base it in part on Adjusted PBT targets because of the uncertain effect of proposed U.S. tax reforms on the Company and the Adjusted EPS calculation. Adjusted PBT, by its nature, is a measure that is unaffected by the then-current year’s taxation. The Compensation Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.

In 2018, our Compensation Committee established an Adjusted PBT target of $141.3 million and a revenue target of $867.0 million. Based on our performance during the 2018 fiscal year, we achieved 88.2% of our Adjusted PBT target, and 97.7% of our revenue target.

The bonus pool funding for employees whose bonuses are tied to the performance of specific business lines is determined by targets established for such businesses by our Compensation Committee.

In establishing each of Mr. Talwar’s and Kapoor’s cash incentive bonus for 2007, our Compensation Committee applied the principles described above under “Our Compensation Committee’s Processes.” Our Nominating and Governance Committee assessed each of our founder executive officer’s performance for 2007. They considered each founder executive officer’s accomplishment of objectives that had been established at the beginning of the year and the Nominating and Governance Committee’s own assessment of their performance, including against pre-established goals. They noted that under the leadership of our founder executive officers, in

2007, we achieved gross revenues of $179.9 million and Adjusted EBIT of $23.2 million. As a result of our not achieving the predetermined revenue target, only 93% of the target bonus for achievement of revenues was paid, while 105% of the target bonus for achievement of Adjusted EBIT was paid as a result of exceeding the predetermined Adjusted EBIT target. In awarding cash incentive bonuses of $306,369 to each of our founder executive officers, our Compensation Committee also noted that our financial performance was especially commendable in light of the challenging macroeconomic environment, robust operations performance and strengthened client relationships, and reflected Mr. Talwar’s and Kapoor’s performance relating to their significant individual performance goals, which encompassed attrition management, succession planning, organization building and development and strengthening of the business development team.

Our founder executive officers made recommendations for our other named executive officers employed by us at the end of 2007 and our Compensation Committee reviewed similar considerations for such named executive officers.

In addition to the $30,000 signing bonus provided to Mr. Appel in connection with his commencement of employment with us, our Compensation Committee awarded Mr. Appel a cash incentive bonus of $186,375, which was less than the target bonus of $187,500 as a result of our financial performance in 2007. Our Compensation Committee recognized Mr. Appel’s individual performance goal achievements, including Mr. Appel’s role in strengthening the finance department, leadership in designing and implementing processes with a view to achieving compliance with Section 404 of the Sarbanes-Oxley Act of 2002, collaborating with business operating leadership, contributing to the executive leadership team’s strategic planning process, effectively engaging with investors and the broader investment community and enabling us to meet our objectives for 2007.

Our Compensation Committee awarded Mr. Shashank a cash incentive bonus of $130,449, which was in excess of the target bonus of $117,100. Our Compensation Committee recognized and gave additional weight to Mr. Shashank’s individual performance goal achievements, including Mr. Shashank’s role in enhancing our compliance programs, improving productivity and controlling cost within the legal department, contributing to the executive leadership team’s strategic planning process, effectively engaging with and supporting the Board and enabling us to meet our objectives for 2007.

Our Compensation Committee awarded Mr. Bagai a cash incentive bonus of $125,379, which was in excess of his target bonus of $90,396. They noted that for the BPO business we achieved gross revenues of $148.7 million and gross margin of $56.9 million. Our Compensation Committee recognized and gave additional weight to Mr. Bagai’s individual performance goal achievements, including Mr. Bagai’s leadership of our BPO operations and the superior business and financial performance of the BPO service line, contributing to the executive leadership team’s strategic planning process, contributing to increased employee and client satisfaction and attrition management and his contributions toward enabling us to meet our objectives for 2007.

Our Compensation Committee awarded Mr. Kini a cash incentive bonus of $123,419, which was in excess of his target bonus of $88,125. They noted that for the Advisory business we achieved gross revenues of $13.4 million and gross margin of $4.6 million. Our Compensation Committee recognized and gave additional weight to Mr. Kini’s individual performance goal achievements, including leadership of our risk advisory business and the superior business and financial performance of that business, contributing to increased employee and client satisfaction and attrition management and his contributions toward enabling us to meet our objectives for 2007.

~~The following table sets forth the bonus earned in 2007 by each of our named executive officers.~~

~~We provide the opportunity for our named executive officers and other executives~~The Committee continues to ~~earn a~~believe that long-term equity ~~incentive award. Long-term incentive~~ awards provide employees with the incentive to stay with us for longer periods of time, which in turn, provides us with greater stability ~~during our period of growth.~~as we grow. These incentives foster the long-term perspective necessary for continued success in our business because the value of the awards is directly linked to long-term stock price performance, and ~~also~~they ensure that our executive officers are properly focused on stockholder value. We review long-term equity incentives for our named executive officers and other executives periodically and make grants to executive officers at one or more pre-scheduled meetings of our Compensation Committee in March or April.

Prior to our initial public offering, our stock option program was based on grants that were individually negotiated in connection with employment agreements and other grants to our executives. In 2007, we employed two forms of equity incentives to executive officers granted under our 2006 Omnibus Award Plan, which we refer to as the 2006 Plan: stock options and restricted stock.

Stock options align employee incentives with stockholders because options have value only if the stock price increases over time. In this sense, stock options are a motivational tool. Our ten-year options under our 2006 Plan are granted at the average of the high and low price on the trading day immediately prior to the date of grant. Stock options granted under our 2006 Plan generally vest over a four year period with 10% vesting on the first anniversary of the date of grant, an additional 20% vesting on the second anniversary of the grant date, an additional 30% vesting on the third anniversary of the grant date and the remaining 40% vesting on the fourth anniversary of the grant date. Our Compensation Committee has, on occasion, altered the vesting cycle based on unique circumstances associated with a particular grant. For example, such occasions have arisen where there has been a delay in the finalization of an employee’s employment agreement or where we determined that it was appropriate to credit an employee for service performed by such executive prior to our Compensation Committee’s approval of such grant. The four year vesting period helps focus employees on long-term growth and helps to retain key employees. Our 2006 Plan prohibits the repricing of stock options under our 2006 Plan without the approval of our stockholders.

~~Our Compensation Committee considered the following in establishing our 2007 option grants to all employees, including our executive officers:~~

•

~~Grant Timing and Price.~~Our Compensation Committee’s procedure for the timing of equity grants (stock options, restricted stock or any other form of equity award permitted under our 2006 Plan) ensures that grant timing is not being manipulated to result in a price that is favorable to employees. The annual equity grant date for all eligible employees, including executive officers, is in March or April (depending on when our Compensation Committee holds its pre-scheduled meeting or meetings discussed above). The grant date timing coincides with our calendar-year-based performance management cycle, allowing supervisors to deliver the equity awards close in time to certain aspects of individual performance appraisals, which increases the impact of the awards by strengthening the link between pay and performance. However, some exceptions to the annual grant date are expected. Under their respective employment agreements, equity incentive grants for Messrs. Talwar and Kapoor are considered in January of each year. Other exceptions to the annual equity grant date occur periodically for matters such as new hires of executive officers (including Mr. Appel in 2007). This primary annual grant date is established by our Compensation Committee well in advance—typically in the calendar year prior to our Compensation Committee meeting and on the same date as the meetings of our board of directors and other committees. Scheduling decisions of our Compensation Committee meetings are made without regard to our anticipated earnings or other major announcements.

~~Grants for new hires are generally made at~~Moreover, the ~~next scheduled Compensation~~ Committee ~~meeting after the joining date of such hire. In connection with the entry into our employment agreement with Mr. Appel in February 2007, we granted Mr. Appel a~~favors restricted stock option grant of 100,000 shares of our common stock, with a per-share exercise price of $24.10. Mr. Appel’s stock option grant in 2007 vests over a four year period with 10% vesting on the first anniversary of the date of grant, an additional 20% vesting on the second anniversary of the date of grant, an additional 30% vesting on the third anniversary of the date of grant and the remaining 40% vesting on the fourth anniversary of the date of grant, subject generally to continued employment through each such vesting date.

~~Restricted stock~~unit awards as these awards offer executives the opportunity to receive shares of our common stock on or shortly following the date that the ~~restriction lapses and~~restrictions lapse. Such awards serve both to reward and retain executives ~~since the~~because value ~~of the restricted stock awards~~ is linked to the price of our stock on the date that the restriction ~~lapses. In addition,~~lapses, and the executive must generally remain in employment through the date that the restrictions lapse. Restricted stock unit awards provide a significant degree of alignment of interests between our executives and stockholders.

The Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and to ensure they are focused on long-term financial performance and generating stockholder value, which will enable them to realize additional compensation.

Finally, restricted stock ~~awards~~units are potentially less dilutive to stockholders’ equity ~~since~~than stock options because restricted stock awards are full value awards, and our Compensation Committee can award fewer ~~restricted stock awards~~shares than an equivalent value of stock options. ~~As with stock options, restricted stock awards provide a significant degree of alignment of interests between~~

Under our equity compensation program, our executive officers ~~and stockholders. Restricted stock awards have only been issued under our 2006 Plan.~~

~~Grant values for individuals were determined based on individual performance and comparable market data. Consistent with our compensation philosophy, individuals at higher levels~~ received ~~a greater proportion of their total pay in the form of equity.~~

~~Consistent with our equity grants to each founder executive officer in the preceding year, we awarded 75,000 shares of~~ restricted stock ~~to each founder executive officer, 25% of which vest on January 26, 2008~~units under the 2015 Amendment and ~~the remainder of which will vest in additional 25% increments on each of January 26, 2009, January 26, 2010, and January 26, 2011.~~

In connection with the entry into our employment agreement with Mr. Appel in February 2007, we granted Mr. Appel 17,000 restricted shares of our common stock, that vests over a four year period with 10% vesting on the first anniversaryRestatement of the ~~date of grant, an additional 20% vesting on~~2006 Omnibus Award Plan (the “2015 Plan”). Subsequent awards were made pursuant to the ~~second anniversary of~~2018 Omnibus Incentive Plan approved by the ~~date of grant, an additional 30% vesting on~~Company’s stockholders at the ~~third anniversary of the date of grant and the remaining 40% vesting on the fourth anniversary of the date of grant, subject generally to continued employment through each such vesting date.~~

The Government of India announced significant tax legislation affecting imposing a fringe benefit tax on the vesting of equity instruments on or after April 1, 2007 at approximately the time of the pre-scheduled meeting of

our Compensation Committee in March or April when equity awards are traditionally considered. As a result of our evaluation of such legislation, we deferred equity grants to all employees, including our executive officers, until the pre-scheduledannual meeting of ~~our Compensation Committee~~stockholders held in June ~~2007. In June 2007, we approved a grant of 10,000 shares of~~2018. We awarded restricted stock units to each of Messrs. Shashank and Kini and 15,000 shares of restricted stock to Mr. Bagai. In order to keep the annual equity awards for each of our executive officers on approximately the same vesting cycle in each year, each of the restricted stock awards to Messrs. Shashank, Bagai and Kini vest over a four year period with 10% vesting on the first anniversary of the date of the April meeting of our Compensation Committee and an additional 20%, 30% and 40% vest on each successive anniversary of that date.

~~The following table sets forth the number of shares of restricted stock and stock options made to each~~all of our named executive officers in ~~2007.~~the portions shown below.

The percentage of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation to the extent the Company’s TSR falls in between the 20th and 80th percentiles, as per the chart below:

~~enhance productivity and job satisfaction through programs that focus on work/life balance.~~

The benefits available for all U.S. employees ~~and executive officers~~ include customary medical and dental coverage, disability insurance and life insurance. In addition, our 401(k) ~~Plan~~plan provides a reasonable level of retirement income reflecting employees’ careers with us. A number of our U.S. employees, including our U.S.-based named executive officers, participate in these plans.

The cost of ~~both~~ employee ~~and post-employment~~ benefits is partially borne by our employees, including our named executive officers. Our named executive officer in India, Mr. Bagai, is eligible to participate in the Company’s pension benefit, health and welfare and fringe benefit plans otherwise available to executive employees in India.

We generally do not provide significant perquisites or personal benefits to executive officers other than our ~~founder~~Vice Chairman and CEO and our executive ~~officers. Each founder executive officer~~officers in India. Our Vice Chairman and CEO is provided a limited number of perquisites ~~whose primary purpose is to minimize distractions from his attention to our important initiatives~~which we believe are reasonable and consistent with market trends, which are intended to be ~~competitive.~~part of a competitive overall compensation program. A discussion of the benefits provided to ~~the founder executive officers~~our Vice Chairman and CEO is provided under “Employment Agreements” ~~below.~~beginning on page 56.

Our Compensation Committee has taken into account its discussions with management and FW Cook regarding our compensation practices and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This conclusion was based on the features of our compensation programs, practices and policies set forth under “Key Corporate Governance Features” on page 37.

Each named executive officer is party to an employment agreement or letter that sets forth the terms of his or her employment, including compensation, which was negotiated through arms’-length contract negotiations. Under these employment agreements or letters, we are obligated to pay severance or other enhanced benefits ~~to our named executive officers~~ upon termination of their ~~employment under the terms of their respective employment agreements that were negotiated through arms’-length contract negotiations.~~employment. A discussion of the severance and other enhanced benefits provided to our named executive officers ~~currently employed by us~~ is provided under “Potential Payments ~~Upon~~upon Termination or Change in ~~Control” below.~~Control at Fiscal 2018 Year-End” beginning on page 51.

We have provided ~~change in control~~change-in-control severance protection for ~~certain or~~some of our executive officers, including our named executive officers. Our Compensation Committee believes that such protection is intended to preserve

employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control. In addition, for executive officers, the program is intended to align executive officers’ and ~~stockholder~~stockholders’ interests by enabling executive officers to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executive officers’ own employment.

Senior executive officers, including our named executive officers, have enhanced levels of benefits based on their job level, seniority and probable loss of employment after a change in control. We also consider it likely that it will take more time for senior executive officers to find new employment. ~~Therefore senior executive officers generally are paid severance for a longer period:~~

For fiscal 2019, we generally continued the annual bonus program and our long-term equity incentives for fiscal 2018, subject, of course, to new performance goals. As mentioned previously, the Adjusted PBT target was in place for determining a portion of the annual incentive awards in 2018 due to the uncertain effect of U.S. tax reform on the Company. Since the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017, the Compensation Committee determined to return to the Adjusted EPS target for that portion of the 2019 annual incentive awards.

The Tax Cuts and Jobs Act of 2017 significantly altered our ability to deduct for federal income tax ~~law prohibits us from taking a tax deduction for~~purposes compensation paid to certain of our executives. Prior to its passage, Section 162(m) of the Code limited our ability to deduct compensation paid to our named executive officers (other than our chief financial officer) in excess of ~~$1,000,000~~$1 million per year, unless the compensation was “performance-based”, as described in the regulations under Code Section 162(m). In general, the Tax Cuts and Jobs Act of 2017 eliminated the exception from Code Section 162(m)’s deduction limits for performance-based compensation, clarified that chief executive officers are covered by the deduction limitation, and made certain other changes, including providing for transition relief for written binding contracts in effect on November 2, 2017.

As in the past, our Compensation Committee expects to continue to take into consideration the tax deductibility of compensation, but reserves the right to authorize payments that may not be deductible if it believes that the payments are appropriate and consistent with our compensation philosophy.

Despite the changes made to Code Section 162(m) outlined above, our Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to our named executive officers. ~~However, performance-based compensation, as defined~~Similarly, we do not expect to apply less rigor in the ~~tax law, is fully deductible if the programs are approved~~process by ~~stockholders and meet other requirements. Our policy is~~which we establish performance goals or evaluate performance against pre-established goals with respect to ~~qualify~~compensation paid to our ~~incentive compensation programs for full corporate deductibility to the extent feasible and consistent with our overall compensation goals as reflected in the summary compensation table below.~~named executive officers.

We have taken steps to qualify stock options and performance awards under the 2006 Plan for full deductibility as “performance-based compensation.” Our Compensation Committee may make payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and to protect stockholder interests.

The Compensation Committee of the board of directors of ExlService Holdings, Inc. has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to the board of directors of ExlService Holdings, Inc. that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and our proxy statement relating to the ~~Special~~Annual Meeting.

~~Messrs. Gruber, Ostler and Staglin are the members of our Compensation Committee.~~

During 2007, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or Compensation Committee.

The following table sets forth information for compensation earned in fiscal years ~~2006~~2016, 2017 and ~~2007~~2018 by our named executive ~~officers.~~officers:

~~(9)~~

~~This amount~~Amount for Mr. Srivatsan includes ~~$48,558 in relocation costs and $21,851 in tax equalization costs. Other items include employer~~ contributions to our 401(k) ~~plan.~~plan and Company-paid life insurance premiums.

(9)

Amount for Mr. Miglani includes contributions to our 401(k) plan and Company-paid life insurance premiums.

Unless otherwise specified, U.S. dollar figures in this proxy statement have been converted from Indian rupees at a rate of 69.77 Indian rupees to $1.00, the Indian rupee to U.S. dollar exchange rate in effect as of December 31, 2018. Some of the information in the Summary Compensation Tables for fiscal years 2016 and 2017 was converted using the exchange rates in effect as set forth below:

The following table sets forth information concerning grants of stock and option awards and ~~equity~~non-equity incentive plan awards granted to our named executive officers during fiscal year ~~2007:~~2018:

In addition to the terms described below, the employment and severance agreements for each of our named executive officers include severance, termination and/or noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

~~(5)~~

We increased Mr. Bagai’s target bonus from 30% of fixed compensation to 40% of fixed compensation and Mr. Bagai’s maximum bonus from 60% of fixed compensation to 80% of fixed compensation, all effective April 1, 2007.

We entered into employment agreements with Messrs. Talwar and Kapoor, effective September 30, 2006. Mr. Talwar serves as our Executive Chairman and served as our Chief Executive Officer and Vice Chairman between November 2002 and May 2008 and is based at our executive offices in India. Mr. Kapoor serves as our ~~President~~Vice Chairman and ~~Chief Executive Officer and served as our Chief Financial Officer between September 16, 2006 and March 30, 2007~~CEO, and is based at our executive offices in New York, New York. ~~Each~~Our engagement of Mr. Kapoor has been under the terms of employment agreements for over 13 years. On September 19, 2017, we entered into an amended and restated employment agreement ~~lasts~~with Mr. Kapoor that became effective on January 1, 2018. That employment agreement provides for an initial term from January 1, 2018 until December 31, ~~2009~~2020, and ~~will~~ automatically ~~extend~~renews for successive ~~12 month~~one-year periods unless ~~either party provides the other~~terminated with 120 ~~days’ notice of its desire not to extend the agreement.~~days prior’ notice.

Salary, Bonus and ~~Bonus.~~Equity. ~~Messrs. Talwar and Kapoor will each receive an annual~~Mr. Kapoor’s base salary ~~of $420,000. This~~increased to $720,000, effective April 1, 2018. Mr. Kapoor’s base salary can be increased at our sole discretion and cannot be decreased unless a ~~company-wide~~Company-wide decrease in pay is implemented. ~~Messrs. Talwar and~~Mr. Kapoor can ~~each~~earn an annual cash bonus, with a target of 150% of base salary and a maximum of 300% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Kapoor remains eligible to receive equity-based awards annually during the term, in amounts and forms determined by the Compensation Committee, but with vesting terms no less favorable than ratable vesting over four years from the date of grant.

Personal Benefits. We provide Mr. Kapoor with certain personal benefits, including certain club memberships, home office supplies, term life insurance policy (with a face value of $500,000), once-a-year business class airfare between the United States and India for the executive and his family, up to $12,000 for personal tax and estate planning expenses, up to $1,400 per month car allowance, up to $12,000 per year for expenses associated with maintaining an automobile in India (including cost of a driver), personal security for the executive and his family while in India, reimbursement for first-class business travel, and a per diem allowance for certain trips. In addition, his employment agreement entitles him to certain other benefits in the event he is relocated to India, but which are not applicable currently as he maintains a U.S. residency.

Mr. Kapoor’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

Mr. Chhibbar serves as our Executive Vice President and CFO, and was based in India until December 31, 2015. We entered into an employment agreement with him, effective January 1, 2016 which will continue throughout Mr. Chhibbar’s employment with the Company.

Salary, Bonus and Equity. Mr. Chhibbar’s base salary was increased to $450,000, effective April 1, 2018. Mr. Chhibbar’s base salary will be reviewed at least annually and may be increased at the discretion of the Board. In addition, under his agreement, Mr. Chhibbar can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Chhibbar is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

Messrs. Talwar and Kapoor will be eligible to receive stock options and/or restricted stock awards annually during the term, in amounts and forms we determine. Any stock options will be granted with an exercise price equal to the fair market value of our common stock at the time of grant. Any future stock option or restricted stock awards will vest 25% per year over four years.

~~Benefits.~~ ~~Messrs. Talwar and Kapoor can participate in all the benefit plans we provide to senior executives and employees generally.~~

~~If we require either~~ Mr. Talwar or Mr. Kapoor to relocate, we will pay the relocation costs. We will reimburse the executive for the cost of maintaining his existing home. He will need to use his best efforts to mitigate our cost by either renting or selling his home.

~~Personal Benefits.~~ ~~We provide Messrs. Talwar and Kapoor with certain personal benefits, including:~~

~~expenses associated with maintaining an automobile in the United States (including up to $1,200 per month for lease or loan payments);~~

~~four weeks paid vacation each year;~~

~~up to $12,000 for personal tax and estate planning expenses during the term of the agreement;~~

~~furniture and equipment for a home office;~~

~~once-a-year business class airfare between the United States and India for the executive and his family; and~~

~~term life insurance policy with a face value of $500,000.~~

~~Personal Benefits for Mr. Talwar.~~ ~~The benefits Mr. Talwar will receive which Mr. Kapoor will not receive include the following:~~

~~certain expenses associated with maintaining an automobile in India (including the cost of a driver);~~

~~personal security for the executive and his family;~~

~~certain club membership fees amounting to $3,500 per year;~~

~~reimbursement of the additional taxes the executive pays because he works and lives in India;~~

~~education allowance for private school tuition for the executive’s children through secondary school; and~~

$150 per diem billeting allowance for each night that the executive does not stay in a hotel during travel to the United States on company business, thereby saving us from incurring boarding and lodging expenses, while living outside the United States.

~~Personal Benefits for Mr. Kapoor.~~ ~~The benefits Mr. Kapoor will receive which Mr. Talwar will not receive include the following:~~

~~personal security for the executive and his family while in India; and,~~

$150 per diem billeting allowance for each night that the executive does not stay in a hotel during travel to India on company business, thereby saving us from incurring boarding and lodging expenses, while domiciled in the United States.

Our current employment agreement with Mr. Appel became effective on February 28, 2007, and he began serving as our Chief Financial Officer on March 31, 2007. Mr. Appel receives an annual base salary of $375,000 and will be eligible to receive a cash bonus equal to 50% of his annual salary, subject to achievement by the Company of corporate revenue and Adjusted EBIT targets set for each calendar year and the achievement by Mr. Appel of personal targets set for each calendar year. The bonus amount may exceed 50% of Mr. Appel’s base salary if and to the extent the targets are exceeded. Mr. AppelChhibbar was ~~also~~ entitled to receive ~~a one-time signing bonus of $30,000. Mr. Appel is eligible to participate~~$100,000 in our health, dental, vision, life insurance and disability plans and to participate in our 401(k) plan in accordance with its terms. We will provide Mr. Appel with relocation reimbursements, including rental reimbursements for a corporate apartment in New York City for up to six months, at up to $5,000 each month, airfare for spousal visits to assist in relocation, reimbursement of seller costs associated with the sale of Mr. Appel’s current home (subject to certain limitations) and costs associated with a purchase of a home in the New York City area. Mr. Appel will also receive a one-time gross-up payment equal to up to 45% of any taxable relocation reimbursements, provided that if Mr. Appel voluntarily leaves the Company within 12 months, he must refund to us 100% of all relocation reimbursements (other than the rental reimbursements) provided to him and if Mr. Appel voluntarily leaves the Company after February 28, 2008 but before February 28, 2009, he must refund to us 50% of all relocation reimbursements (other than the rental reimbursements) provided to him.

Mr. Chhibbar’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

Mr. ~~Appel received on February 28, 2007 a stock option grant to purchase 100,000 shares of~~Bagai serves as our ~~common stock,~~President and a grant of 17,000 shares of restricted stock. The exercise price of the options to be granted was equal to the average of the high and low sale prices of our common stock on the Nasdaq Global Select market on the date prior to the date of the grant. The stock options and shares of restricted stock will vest over a four-year periodChief Operating Officer, and is ~~otherwise subject to our standard equity award agreements.~~

~~In connection with Matthew Appel’s resignation, on October 10, 2008, Mr. Appel entered into a Separation Agreement with the Company. The Agreement provides that Mr. Appel will assist the Company~~based in filing its Annual Report on Form 10-K for the fiscal year ending December 31, 2008 on or before March 16, 2009. If Mr. Appel satisfies certain personal performance goals during his remaining tenure with the Company in addition to assisting in a timely filing of the 2008 10-K, Mr. Appel will be entitled to receive a bonus on the business day

after the filing of the 2008 10-K. The Separation Date can be extended to the earlier of (i) the date on which the 2008 10-K is filed with the SEC and (ii) April 15, 2009. Mr. Appel’s scheduled separation is expected to enable the Company to conduct an orderly transition of Mr. Appel’s duties to his successor.

Our current employment agreement with Mr. Shashank became effective on October 1, 2006. Mr. Shashank began to work for us in June 2004. The agreement provides for Mr. Shashank to receive an annual base salary of $280,000, which can be increased based on annual performance reviews (it is currently $297,000). For 2006, Mr. Shashank was eligible to receive a target bonus of $84,700, computed as the weighted average of a target of 30% of $252,000, his pre-October 1, 2006 base salary, and 40% of $280,000, his post-September 30, 2006 base salary. For calendar years after 2006, the target annual bonus will be 40%, which can be increased based on annual performance reviews, of Mr. Shashank’s weighted average base salary for the year, based on the achievement of performance goals.

We entered into our current employment agreement with Mr. Kini on May 5, 2004. Until March 31, 2006, Mr. Kini received an annual base salary of $130,000 and for the remainder of the year Mr. Kini received an annual base salary of $150,000. Mr. Kini’s annual base salary can be increased based on annual performance reviews (it is currently $200,000). For 2007, Mr. Kini was eligible to receive a target bonus of 50% of his annual base salary.

India. We entered into an employment agreement with ~~Mr. Bagai dated~~him, effective July 31, ~~2002. Until April 2006,~~2002 and a severance letter, effective March 15, 2011, each of which will continue throughout Mr. ~~Bagai received an annual fixed compensation of $158,482.~~ Bagai’s employment with the Company.

Salary, Bonus and Equity.Mr. Bagai’s annual fixed compensation, measured in U.S. dollars rather than his home currency of Indian rupees (using an exchange rate of63.87 INR to 1 USD, which was the exchange rate on December 31, 2017), was increased to ~~$167,411 until October 2006 and increased to $212,054 for the remainder of the year.~~$404,077 effective April 1, 2018. Mr. Bagai’s annual fixed compensation ~~can be increased based on annual performance reviews (it is currently $241,055). As is customary in India, where~~includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bagai ~~is based,~~can earn an annual cash bonus, with a target of 75% of annual fixed compensation ~~includes amounts such as payments toward house rent.~~and a maximum of 150% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bagai is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

Mr. Bagai’s agreements also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

Mr. Srivatsan serves as our Executive Vice President and Chief Growth Officer, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective December 10, 2016, which will continue throughout Mr. Srivatsan’s employment with the Company.

Salary, Bonus and Equity. Mr. Srivatsan’s base salary increased to $450,000, effective April 1, 2018. Mr. Srivatsan’s base salary will be reviewed at least annually and may be increased at the discretion of the Board. In addition, under his agreement, Mr. Srivatsan can earn an annual ~~discretionary~~cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Srivatsan is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Srivatsan’s employment agreement provided for: (i) an initial equity award of 18,000 restricted stock units in 2017 that vest according to the schedule described below under “Outstanding Equity Awards at Fiscal 2018 Year-End” beginning on page 59 and (ii) a one-time joining bonus in 2017 of $200,000.

Mr. Srivatsan’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

Mr. Miglani serves as our Executive Vice President and Chief Human Resources Officer, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective December 1, 2014, which will continue throughout Mr. Miglani’s employment with the Company.

Salary, Bonus and Equity. Mr. Miglani’s base salary increased to $450,000, effective April 1, 2018 and may be further increased from time to time by our Board. While employed, Mr. Miglani can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon attainment of performance criteria determined by our Compensation Committee. Mr. Miglani is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Miglani’s employment agreement provided for: (i) an initial equity award of 20,000 restricted stock units that will vest according to the schedule described below under “Outstanding Equity Awards at Fiscal 2018 Year-End” beginning on page 59 and (ii) a one-time joining bonus of $200,000 half of which was paid on the commencement of his employment and the other half paid in March 2015, based on ~~management’s assessment of~~ his ~~performance during~~continued service with the ~~prior year. For 2007,~~Company. Mr. ~~Bagai was eligible~~Miglani received $100,000 in connection with his relocation from Amsterdam to ~~receive a target bonus equal to 40% of his annual compensation.~~

Mr. Miglani’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End” beginning on page 61.

The following table sets forth the equity awards we have made to our named executive officers that were outstanding as of December 31, ~~2007:~~2018:

The following table provides additional information about the value realized by our named executive officers on option award exercises and stock award vesting during fiscal year ~~2007.~~2018:

The following table discloses the present value of accumulated benefits payable to each of the named executive officers and the years of service credited to each named executive under the Gratuity Plan for Indian Employees as of December 31, 2018:

The following tables summarize the amounts payable to each named executive officer upon a change in control or termination of ~~Control~~his employment with us on December 31, 2018. In calculating potential payments for purposes of this disclosure, we have quantified our equity-based payments using the closing stock price on December 31, 2018, which was $52.62. Certain defined terms used in the employment agreements for our named executive officers are defined following the description of Mr. Miglani’s potential payments.

Cash Severance. If ~~either~~ Mr. ~~Talwar’s~~Kapoor’s employment were terminated by us without “cause” or by the executive for “good reason” (in each case, as described below) on December 31, 2018, he would have been entitled to cash severance consisting of:

Change-in-Control Cash Severance. If Mr. Kapoor’s employment is terminated by us without “cause” or by the executive for “good reason” (in each case, as described ~~below),~~above) within 12 months following a “change in control” or in specific contemplation of a change in control, the executive will ~~be entitled~~receive, in lieu of the cash severance described above, (1) a lump sum payment equal to ~~severance consisting of:~~

~~continuation~~24 months of ~~his~~ base salary ~~for 24 months;~~

and (2) his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period ~~and number~~ of base salary ~~payments;~~payments.

Death or Disability. If Mr. Kapoor’s employment terminates due to his death or is terminated by either the executive or us due to his disability, he (or his estate) will be entitled to a prorated portion of his projected bonus amount for the year of termination.

Noncompetition and Nonsolicitation Provisions. Mr. Kapoor is subject to confidentiality and nondisparagement restrictions at all times, as well as noncompetition and nonsolicitation restrictions during his employment and for one year thereafter.

Annual Equity Awards. If Mr. Kapoor’s employment is terminated by us without cause or by Mr. Kapoor for good reason, Mr. Kapoor shall be treated as if he was still employed by the Company for a period of two years following the termination date. On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable) or on death, Mr. Kapoor’s outstanding annual equity awards will vest as described below:

Time-Vested RSUs:If a change in control occurs prior to the end of the four-year vesting period, Mr. Kapoor’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Kapoor’s outstanding Time-Vested RSUs will become fully vested if, he is terminated without cause in specific contemplation of or within 12 months following a change in control or, he voluntarily terminates his employment for good reason within 12 months following a change in control. If Mr. Kapoor dies before the end of the four-year vesting period, all of Mr. Kapoor’s outstanding Time-Vested RSUs will become fully vested.

Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of target of Mr. Kapoor’s Revenue-Linked PRSUs will be deemed earned, will be subject to a three-year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor’s outstanding Revenue-Linked PRSUs will become fully vested if, (i) he is terminated without cause in specific contemplation of or within 12 months following a change in control; (ii) he voluntarily terminates his employment for good reason within 12 months following a change in control; or (iii) he dies following a change in control. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of completed full months during the three-year performance period up to the date of Mr. Kapoor’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’s Revenue-Linked PRSUs.

Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of target of Mr. Kapoor’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shall determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor’s outstanding Relative TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) voluntarily terminates his employment for good reason or (ii) dies. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Kapoor’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’s Relative TSR-Linked PRSUs.

Release of Claims. Mr. Kapoor’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us, his not having committed a material breach of the restrictive covenants that has remained uncured for 15 days after we have given him notice of such breach and his resignation from the board of directors and all committees thereof, if requested by the Company.

Code Section 280G. Mr. Kapoor’s employment agreement also contains a “modified cut-back” provision such that any payments that constitute “excess parachute payments” under Section 280G of the Code will be reduced to an amount that does not trigger the applicable excise taxes, to the extent such reduced amount is larger than the amount Mr. Kapoor would have received on a present-value net-after-tax basis (including excise taxes) absent such a reduction.

~~continuation of life insurance coverage~~

Indicative Payouts for ~~18 months. The life insurance coverage will~~Rohit Kapoor

Payments upon Termination	Death Prior to a Change in Control ($)	Death After a Change in Control ($)	Disability ($)	Termination for Good Reason or Without Cause ($)	Change in Control ($)	Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($)
Base salary payout	—	—	—	1,440,000	—	1,440,000
Bonus payout	532,748	532,748	532,748	532,748	—	532,748
Life insurance	—	—	—	2,448	—	2,448
Health insurance	—	—	—	35,486	—	35,486
Restricted stock units	4,317,300	4,317,300	—	3,108,369	1,800,841	4,317,300
Performance restricted stock units	1,644,957	3,077,881	—	3,256,862⁽¹⁾	2,551,646	3,077,881

(1)

As described above, upon his termination for good reason or without cause, Mr. Kapoor is treated as having continued his employment for two additional years for purposes of his annual equity awards. The information in this table was calculated assuming target performance over the additional two year-period, however, the actual payment would depend upon the Company’s actual performance following Mr. Kapoor’s termination.

Vishal Chhibbar

Either Mr. Chhibbar or we may terminate Mr. Chhibbar’s employment at any time (though we must give Mr. Chhibbar 30 days’ notice if the ~~time the executive commences~~termination is without “cause” and Mr. Chhibbar must give us 90 days’ advance notice upon any resignation). If Mr. Chhibbar’s employment with ~~another employer.~~the Company is terminated by the Company without “cause” or by Mr. Chhibbar for “good reason,” as summarized below, Mr. Chhibbar will receive a cash severance payment equal to 12 months base salary, with 25% payable as a lump sum payment and the remaining 75% payable in accordance with the Company’s regular payroll practices.

On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable) or on death, Mr. Chhibbar’s outstanding equity awards will vest as described below:

Time-Vested RSUs:If a change in control occurs prior to the end of the four-year vesting period, Mr. Chhibbar’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Chhibbar’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he terminates his employment for good reason. If Mr. Chhibbar dies before the end of the four-year vesting period, all of Mr. Chhibbar’s outstanding Time-Vested RSUs will become fully vested.

Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of Mr. Chhibbar’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) terminates his employment for good reason or, (ii) dies. If Mr. Chhibbar dies prior to the end of the performance period and no change in control has occurred, Mr. Chhibbar will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Chhibbar’s death divided by (y) 36 multiplied by (z) 100% of Mr. Chhibbar’s Revenue-Linked PRSUs.

~~“Cause”~~

Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Chhibbar’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shall determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar’s outstanding, earned TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) voluntarily terminates his employment for good reason or, (ii) dies. If Mr. Chhibbar dies prior to the end of the performance period and no change in control has occurred, Mr. Chhibbar will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Chhibbar’s death divided by (y) 36 multiplied by (z) 100% of Mr. Chhibbar’s Relative TSR-Linked PRSUs.

Mr. Chhibbar’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Chhibbar is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.

Indicative Payouts of Vishal Chhibbar

Payments upon Termination	Death Prior to a Change in Control ($)	Death After a Change in Control ($)	Termination for Good Reason or Without Cause ($)	Change in Control ($)	Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($)
Base salary payout	—	—	450,000	—	450,000
Restricted stock units	1,015,934	1,015,934	—	442,337	1,015,934
Performance restricted stock units	384,126	728,740	—	599,834	728,740

Pavan Bagai

Either Mr. Bagai or we may terminate Mr. Bagai’s employment at any time with three months’ notice (or pay three months’ salary in lieu of notice). If Mr. Bagai is terminated by us without “cause” (other than due to disability) at any time following a change in control or in specific contemplation of a change in control, or if Mr. Bagai resigns for “good reason” following a “change in control” (as defined in the 2015 Plan), Mr. Bagai will receive a cash severance payment equal to twelve months’ of his then-current annual fixed compensation, payable in twelve equal monthly installments.

On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable) or death, Mr. Bagai’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar’s outstanding equity awards on page 64.

Mr. Bagai’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. Bagai is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for two years following termination of his employment.

Indicative Payouts for Pavan Bagai

Payments upon Termination	Death Prior to a Change in Control ($)	Death After a Change in Control ($)	Disability ($)	Termination for Good Reason or Without Cause ($)	Change in Control ($)	Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($)
Base salary payout	—	—	—	372,653	—	372,653
Restricted stock units	1,603,595	1,603,595	—	—	718,263	1,603,595
Performance restricted stock units	589,346	1,098,355	—	—	912,449	1,098,355
Government-required payouts⁽¹⁾	100,330	100,330	100,330	100,330	—	100,330

⁽¹⁾

Represents distributions under the Gratuity Plan, which is due to Mr. Bagai because he has earned over five years of credited service.

Nagaraja Srivatsan

Either Mr. Srivatsan or we may terminate Mr. Srivatsan’s employment at any time (though we must give Mr. Srivatsan 30 days’ notice if the termination is without “cause” and Mr. Srivatsan must give us 90 days’ advance notice upon any resignation). If Mr. Srivatsan’s employment with the Company is terminated by the Company without “cause” or by Mr. Srivatsan for “good reason,” as summarized below, Mr. Srivatsan will receive a cash severance payment equal to 12 months base salary, payable in accordance with the Company’s regular payroll practices.

On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable) or death, Mr. Srivatsan’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar’s outstanding equity awards on page 64.

Mr. Srivatsan’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Srivatsan is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.

Indicative Payouts for Nagaraja Srivatsan

Payments upon Termination	Death Prior to a Change in Control ($)	Death After a Change in Control ($)	Termination for Good Reason or Without Cause ($)	Change in Control ($)	Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($)
Base salary payout	—	—	450,000	—	450,000
Restricted stock units	1,047,664	1,047,664	—	402,017	1,047,664
Performance restricted stock units	336,068	623,863	—	519,335	623,863

Nalin Miglani

Either Mr. Miglani or we may terminate Mr. Miglani’s employment at any time (though we must give Mr. Miglani 30 days’ notice if the termination is without “cause” and Mr. Miglani must give us 90 days’ advance notice upon any resignation). If Mr. Miglani’s employment with the Company is terminated by the Company without “cause” (other than due to death or disability) or by Mr. Miglani for “good reason” (both “cause” and “good reason” as defined above), Mr. Miglani will receive a cash severance payment equal to 12 months base salary, with 25% payable as a lump sum payment and the remaining 75% payable in accordance with the Company’s regular payroll practices.

On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable) or death, Mr. Miglani’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar’s outstanding equity awards on page 64.

Mr. Miglani’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Miglani is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.

Indicative Payouts for Nalin Miglani

Payments upon Termination	Death Prior to a Change in Control ($)	Death After a Change in Control ($)	Termination for Good Reason or Without Cause ($)	Change in Control ($)	Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($)
Base salary payout	—	—	450,000	—	450,000
Restricted stock units	903,617	903,617	—	383,547	903,617
Performance restricted stock units	363,255	673,396	—	560,976	673,396

Certain Defined Terms

Definition of Cause

The following definition of “cause” applies to Messrs. Kapoor, Chhibbar, Bagai, Srivatsan and Miglani unless stated otherwise. “Cause” will occur ~~when:~~

if: (i) there is a final ~~non-appealable~~nonappealable conviction of, or pleading of no contest to, ~~a felony, or~~(1) a crime of moral turpitude which causes serious economic ~~harm~~injury or serious injury to our ~~reputation;~~

reputation or (2) a felony; (ii) the executive engages in fraud, embezzlement, ~~self-dealing,~~ gross negligence, self-dealing, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us;

(iii) the executive materially violates any of our material policies ~~or materially and intentionally fails to comply with applicable laws;~~

(for Mr. Kapoor, which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail); (iv) the executive willfully and continually fails to substantially perform his duties (other than for reason of physical or mental incapacity) which continues beyond 15 days after we notify him in writing of his need to substantially improve his performance;

provided that a failure to achieve performance objectives will not by itself constitute cause and no act or failure to act shall be considered “willful” unless done or failed to be done by the executive in bad faith and without a reasonable belief that his actions or omission was in our best interest; (v) the executive fails to reasonably cooperate in a governmental investigation involving us;

(vi) the executive materially, knowingly and intentionally fails to comply with applicable laws with respect to the execution of the Company’s business operations (subject to a presumption of good faith if the executive is following advice of counsel); (vii) the executive fails to follow his supervisor’s (or, for Messrs. Kapoor and Bagai our board of directors’) lawful instructions and does not remedy the failure for 15 days after we give him written notice;

(viii) the executive’s use of alcohol or drugs materially interferes with the performance of his duties; or

~~the executive~~(ix) for Mr. Kapoor only, he fails to take reasonable steps to end certain affiliations specified in his employment agreement within six months after a request by our board of ~~directors.~~directors; or (x) for Mr. Kapoor only, he materially breaches any material term of his employment agreement which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail.

“

Definition of Good Reason

For Mr. Kapoor, “good reason” generally means:

~~the executive’s~~ (i) his duties or responsibilities are substantially ~~diminished, or~~reduced, he is required to report to anyone other than our board of ~~directors;~~

~~the executive’s~~directors, or his title as our officer is adversely ~~changed, except~~changed; however, if ~~the change occurs after~~following a change in control, ~~and~~ his new title and ~~duties~~authority are similar to his old title and ~~duties;~~

authority, then any change in the executive’s title will not constitute a significant reduction in his duties and authorities, it being understood that “good reason” shall be deemed to exist if Mr. Kapoor is no longer the chief executive officer of the Company or any entity that acquires the Company; (ii) his base salary is reduced, or his target annual bonus opportunity is reduced below ~~75%~~100% of his base ~~salary, unless a Company-wide decrease in pay is implemented;~~

salary; (iii) the office or location where ~~the executive~~he is based in the metropolitan New York City area is moved more than 30 miles, and the new location is more than 30 miles from his primary residence in the metropolitan New York City area; or (iv) we breach any material term of his employment agreement. If Mr. Kapoor plans to terminate his employment for good reason, he must notify us within 45 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem.

The following definition of “good reason” applies to Messrs. Chhibbar, Bagai, Srivatsan and Miglani unless stated otherwise. “Good reason” means, without the executive’s prior written consent: (i) the executive’s duties or responsibilities are substantially reduced, or he is required to report to anyone other than our board of directors, or our CEO; (ii) the executive’s title as our officer is adversely changed; however, if following a change in control (as defined in the 2015 Plan), his new title and authority are similar to his old title and authority, then any change in the executive’s title will not constitute a significant reduction in his duties and authorities; (iii) for Mr. Bagai only, the executive’s base salary or annual cash bonus opportunity is reduced, other than in connection with a proportionate reduction impacting all members of our executive committee; (iv) for Messrs. Chhibbar, Srivatsan and Miglani only, there is a change in the office or location where the executive is based of more than 50 miles and such new office or location is more than 50 miles from the executive’s primary residence; or

(v) we breach any material term of the executive’s employment agreement or severance agreement.

If the executive plans to terminate his employment for good reason, he must notify us within 30 days offollowing the date the ~~problem began~~executive first becomes aware of the circumstances giving rise to good reason and must allow us 1530 days to remedy the problem.

Definition of Change in Control ~~Severance.~~ If a termination described above occurs within 12 months following a “change in control”, the executive will receive, in lieu of the severance described above, a lump sum payment of $999,000 and full vesting of all unvested equity awards granted on or after September 30, 2006.

A “change in control” (as generally defined in Mr. Kapoor’s employment agreement, the 2006 Plan and the 2015 Plan, as applicable) generally means any of the following events:

(i) any person or group becomes a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% (50% or more in the 2006 Plan) of either (1) the combined voting power of our then-outstanding voting securities entitled to vote in the election of directors or (2) our outstanding shares of common stock, assuming all rights to acquire common stock through options, warrants, conversion of convertible stock or debt, and the like are ~~exercised. Certain acquisitions by our stockholders, Oak Hill Partners, L.P., FTVentures and their affiliates, will not trigger a change in control;~~

exercised; (ii) a majority of the members of our board of directors changes from those in office as of the date of Mr. Kapoor’s employment agreement or the effective date of the 2006 or 2015 Plan (as applicable), except ~~as allowed~~that the election of any new director whose election or nomination was approved by at least two-thirds of our incumbent directors will not be regarded towards a change in the ~~agreement;~~

majority for these purposes; (iii) our dissolution or liquidation;

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

(v) consummation of a reorganization, recapitalization, merger, consolidation or similar transaction with another ~~entity. A~~entity which requires the approval of our stockholders; however, any such transaction will not be a change in control if after the ~~transaction:~~

transaction (1) more than 50% of the total voting power of the resulting entity or its ultimate parent is represented by what were our outstanding voting securities before the transaction in substantially the same proportion among holders;

(2) no person or group is or becomes the beneficial owner of more than 50% (50% or more in the 2006 Plan) of the total voting power of the outstanding voting securities eligible to elect members of ~~the~~our board of directors of the parent or surviving company; and

(3) at least a majority of the members of ~~the~~our board of directors of the parent or surviving company following the transaction were our board members when our board first approved the transaction.

~~Death~~

CEO Pay Ratio

Pursuant to SEC rules, we are required to provide an estimate of the ratio of our CEO’s total compensation to our median employee’s total compensation (our “Pay Ratio”). Due to the size and complexity of our organization, which is made up of over 29,100 professionals throughout the world, with delivery centers over 10 countries, our Pay Ratio is based on reasonable assumptions and estimates described below.

We calculated our Pay Ratio by looking at our entire employee population (excluding our CEO) as of December 31, 2018, but excluding leased employees and independent contractors. We then calculated each employee’s “total pay” using the sum of his or ~~Disability.~~ ~~If either Mr. Talwar’s~~her fixed pay / base salary and variable pay (including any performance bonus, sales commission, and retention or ~~Mr. Kapoor’s employment terminates on account of death or is terminated by either~~signing bonus). We also annualized total pay for all full-time and part-time employees that were employed for less than the ~~executive or us for “Disability” (as defined~~full 2018 fiscal year.

For all employees located in jurisdictions other than the United States, a cost-of-living adjustment was made to align their compensation with the cost-of-living standards in the ~~agreement),~~United States, the ~~executive will be entitled to a pro-rated portion of~~jurisdiction in which our CEO resides. Finally, we identified the ~~projected bonus amount for~~median employee and calculated his or her annual total compensation and the ~~year of termination.~~

~~Post-Termination Health Benefits.~~ When Mr. Talwar’s or Mr. Kapoor’s employment ends for any reason other than termination by us for Cause or a voluntary termination by the executive, we will pay on behalf of the executive and his eligible dependents the cost of continued coverage under our group health plan for 18 months in accordance with applicable federal law governing continuation group health plan coverage (COBRA). These payments will end when the executive becomes eligible for comparable health benefits from another employer. If the executive elects coverage under COBRA, we have agreed to help him obtain an individual health policy at his cost when his COBRA coverage expires.

~~Noncompete and Nonsolicit Provisions.~~ Each of Messrs. Talwar and Kapoor is subject to confidentiality restrictions and noncompete, non-disparagement and nonsolicit/no-hire restrictions during his employment and for one year thereafter, unless his agreement ends because we do not renew the term. If we do not renew the term and we pay the executive an amount equal to his base salary for one year, the restrictions remain in place for one year following termination of employment.

~~Equity Award Treatment.~~ If Mr. Talwar’s employment ends at the expiration of the term of his employment agreement because we give a notice of nonrenewal of the term of that agreement, or if a change in control occurs (as defined in our 2006 Plan), any portion of the restricted stock which would have vestedCEO’s annual total compensation in the ~~one year period following~~manner required by Item 402(u) of Regulation S-K, to determine the ~~termination of employment or change in control (as applicable) will become vested on the termination date or the consummation of the change in control (as applicable).~~

If Mr. Talwar’s employment is terminated by us without cause (as defined in our 2006 Plan) in specific contemplation of or following a change in control or if Mr. Talwar resigns for good reason (as definedpay ratio shown in the award agreement) following a change in control, the restricted stock award will become fully vested. Mr. Talwar will need to execute a standard release of employment-related claims in order for his restricted stock award to vest in such a case.

If Mr. Kapoor’s employment ends at the expiration of the term of his employment agreement because we give a notice of nonrenewal of the term of that agreement or if a change in control occurs (as defined in our 2006 Plan), any portion of his stock options and restricted stock which would have vested in the one year period following the termination of employment or change in control (as applicable) will become vested on the termination date or the consummation of the change in control (as applicable).

If Mr. Kapoor’s employment is terminated by us without cause (as defined in our 2006 Plan) in specific contemplation of or following a change in control, or if Mr. Kapoor resigns for good reason (as defined in the award agreement) following a change in control, his stock options and restricted stock will become fully vested and exercisable. Mr. Kapoor will need to execute a standard release of employment-related claims in order for his stock option and restricted stock to vest in such a case.

~~Indicative payouts for Vikram Talwar~~

~~The following~~ table ~~summarizes the amounts payable to Mr. Talwar upon termination of his employment with us:~~below.

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Base salary payout
—   —   —   $ 840,000 —   $ 999,000 $ 999,000 —
Bonus payout
$ 306,369 $ 306,369 —   $ 306,369 —   —   —   —
Life insurance coverage
$ 810 $ 810 $ 810 $ 810 $ 810 $ 810
Health insurance
$ 12,802 $ 12,802 $ 12,802 $ 12,802 $ 12,802 $ 12,802 $ 12,802 $ 12,802
Restricted stock (unvested and accelerated)
—   —   —   —   $ 865,500 $ 2,596,500 $ 2,596,500 $ 2,596,500

~~Indicative payouts for Rohit Kapoor~~

~~The following table summarizes the amounts payable to Mr. Kapoor upon termination of his employment with us:~~

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Base salary payout
—   —   —   $ 833,333 —   $ 999,000 $ 999,000 —
Bonus payout
$ 306,369 $ 306,369 —   $ 306,369 —   —   —   —
Life insurance coverage
$ 810 $ 810 $ 810 $ 810 $ 810 $ 810
Health insurance
$ 12,802 $ 12,802 $ 12,802 $ 12,802 —   $ 12,802 $ 12,802 $ 12,802
Restricted stock (unvested and accelerated)
—   —   —   —   —   $ 1,731,000 $ 1,731,000 $ 1,731,000
Stock options (unvested and accelerated)
—   —   —   —   $ 420,188 $ 1,260,563 $ 1,260,563 $ 1,260,563

~~Matthew Appel~~

If Mr. Appel’s employment with us is terminated without cause (as described below), Mr. Appel will be entitled to severance equal to one times to his annual base salary then in effect. On a change in control (as defined using the same definition set forth above for Mr. Talwar and Mr. Kapoor), the vesting of all of Mr. Appel’s outstanding equity awards will be advanced by one year. For example, since Mr. Appel’s awards vest as to 10%, 20%, 30% and 40% of the award on each of the first four anniversaries of the date of grant, then if he were 10% vested in the award immediately prior to the change in control, Mr. Appel will be 30% vested in the award immediately after the change in control. In addition, if (i) Mr. Appel’s employment is terminated without cause at any time after a change of control or in specific contemplation of a change of control or (ii) Mr. Appel resigns with good reason (as defined below) at any time following a Change of Control, Mr. Appel will also be entitled to immediate vesting of any unvested options to purchase common stock and any unvested shares of restricted stock.

~~“Cause” will occur when:~~

~~there is a final non-appealable conviction of or pleading of no contest to a felony, or a crime of moral turpitude which causes serious economic harm or injury to our reputation;~~

~~Mr. Appel engages in fraud, embezzlement, self-dealing, gross negligence, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us;~~

~~Mr. Appel materially violates any of our material policies or materially and intentionally fails to comply with applicable laws;~~

~~Mr. Appel willfully fails to perform his duties for 15 days after we notify him in writing of his need to substantially improve his performance;~~

~~Mr. Appel fails to reasonably cooperate in a governmental investigation involving us;~~

~~Mr. Appel fails to follow his supervisor’s lawful instructions and does not remedy the failure for 15 days after we give him written notice; or~~

~~Mr. Appel’s use of alcohol or drugs materially interferes with the performance of his duties.~~

~~“Good reason” means:~~

~~Mr. Appel’s duties or responsibilities are substantially reduced, or he is required to report to anyone other than our board of directors, chief executive officer or president;~~

~~his title as our officer is adversely changed, except if the change occurs after a change in control and his new title and duties are similar to his old title and duties;~~

~~his base salary or annual cash bonus opportunity is reduced, other than a proportionate reduction affecting all members of the Company’s Executive Committee;~~

~~the location where he is based is moved more than 30 miles following a change in control, and the new location is more than 30 miles from his primary residence; or~~

~~we breach any material term of the employment agreement following a change of control.~~

~~If Mr. Appel plans to terminate his employment for good reason, he must notify us within 30 days of the date the problem began and must allow us 15 days to remedy the problem.~~

~~Indicative payouts for Matthew Appel~~

~~The following table summarizes the amounts payable to Mr. Appel upon termination of his employment with us:~~

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Base salary payout
—   —   —   $ 375,000 —   $ 375,000 $ 375,000 $ 375,000
Bonus payout
—   —   —   —   —   —   —   —
Life insurance coverage
—   —   —   —   —   —   —   —
Health insurance
—   —   —   $ 5,320 —   $ 5,320 $ 5,320 $ 5,320
Stock options (unvested and accelerated)
—   —   —   —   —   —   —   —
Restricted stock (unvested and accelerated)
—   —   —   —   $ 39,236 $ 392,360 $ 392,360 $ 392,360

~~Amit Shashank~~

Either Mr. Shashank or we may terminate Mr. Shashank’s employment at any time. If we terminate Mr. Shashank’s employment without cause (as described below), we will be required to pay Mr. Shashank his then-current base salary for twelve months following his termination through our regular payroll practices. Beginning three months after his termination, Mr. Shashank is required to actively seek comparable employment and upon subsequent employment, we will reduce these additional salary payments by any base salary Mr. Shashank receives during the severance period from another employer.

~~“Cause” will occur when:~~

~~there is a final non-appealable conviction of or pleading of no contest to a felony, or a crime of moral turpitude which causes serious economic harm or injury to our reputation;~~

~~Mr. Shashank engages in fraud, embezzlement, self-dealing, gross negligence, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us;~~

~~Mr. Shashank materially violates any of our material policies or materially and intentionally fails to comply with applicable laws;~~

~~Mr. Shashank willfully fails to perform his duties for 15 days after we notify him in writing of his need to substantially improve his performance;~~

~~Mr. Shashank fails to reasonably cooperate in a governmental investigation involving us;~~

~~Mr. Shashank fails to follow our board of director’s lawful instructions and does not remedy the failure for 15 days after we give him written notice; or~~

~~Mr. Shashank’s use of alcohol or drugs materially interferes with the performance of his duties.~~

We will also maintain Mr. Shashank’s health and dental coverage until the earlier of the end of the severance period or, and in respect of each of health and dental coverage considered separately, on the date on which Mr. Shashank and his eligible dependents become covered under another employer’s health or dental coverage.

On a change in control (as defined using the same definition set forth above for Mr. Talwar and Mr. Kapoor), the vesting of all of Mr. Shashank’s outstanding equity awards will be advanced by one year. For example, if one of Mr. Shashank’s awards were vesting ratably over a four-year period and he had been 25% vested in the award immediately prior to the change in control, Mr. Shashank will be 50% vested in the award immediately after the change in control. In addition, all of Mr. Shashank’s outstanding equity awards will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or voluntarily terminates his employment for good reason (as described below).

~~“Good reason” means:~~

~~Mr. Shashank’s duties or responsibilities are substantially diminished, or he is required to report to anyone other than our board of directors, chief executive officer or president;~~

~~his title as our officer is adversely changed, except if the change occurs after a change in control and his new title and duties are similar to his old title and duties;~~

~~the location where he is based is moved more than 30 miles following a change in control, and the new location is more than 30 miles from his primary residence; or~~

~~we breach any material term of the employment agreement following a change of control.~~

~~If Mr. Shashank plans to terminate his employment for good reason, he must notify us within 30 days of the date the problem began and must allow us 15 days to remedy the problem.~~

~~Indicative payouts for Amit Shashank~~

~~The following table summarizes the amounts payable to Mr. Shashank upon termination of his employment with us:~~

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Base salary payout
—   —   —   $ 297,000 —   $ 297,000 $ 297,000 $ 297,000
Bonus payout
—   —   —   —   —   —   —   —
Life insurance coverage
—   —   —   —   —   —   —   —
Health insurance
—   —   —   $ 8,630 —   $ 8,630 $ 8,630 $ 8,630
Stock options (unvested and accelerated)
—   —   —   —   $ 383,980 $ 708,585 $ 708,585 $ 708,585
Restricted stock (unvested and accelerated)
—   —   —   —   $ 187,063 $ 394,783 $ 394,783 $ 394,783

~~Narasimha Kini~~

~~Either Mr. Kini or we may terminate Mr. Kini’s employment at any time.~~

On a change in control (as defined using the same definition set forth above for Mr. Talwar and Mr. Kapoor), the vesting of Mr. Kini’s equity awards under the 2006 Plan will be advanced by one year. For example, if one of Mr. Kini’s awards under the 2006 Plan were vesting ratably over a four-year period and he had been 25% vested in the award immediately prior to the change in control, Mr. Kini will be 50% vested in the award immediately after the change in control. In addition, all of Mr. Kini’s outstanding equity awards under the 2006 Plan will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause within 12 months following or in contemplation of a change in control.

~~Indicative payouts for Narasimha Kini~~

~~The following table summarizes the amounts payable to Mr. Kini upon termination of his employment with us:~~

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Base salary payout
—   —   —   —   —   —   —   —
Bonus payout
—   —   —   —   —   —   —   —
Life insurance coverage
—   —   —   —   —   —   —   —
Health insurance
—   —   —   $ 8,630 —   —   —   —
Stock options (unvested and accelerated)
—   —   —   —   $ 60,730 $ 273,285 —   $ 273,285
Restricted stock (unvested and accelerated)
—   —   —   —   $ 23,080 $ 230,800 —   $ 230,800

~~Pavan Bagai~~

On a change in control (as defined using the same definition set forth above for Mr. Talwar and Mr. Kapoor), the vesting of all of Mr. Bagai’s outstanding equity awards will be advanced by one year. For example, if one of Mr. Bagai’s awards were vesting ratably over a four-year period and he had been 25% vested in the award immediately prior to the change in control, Mr. Bagai will be 50% vested in the award immediately after the change in control. In addition, all of Mr. Bagai’s outstanding equity awards will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or voluntarily terminates his employment for good reason (as described below).

~~“Good reason” means:~~

~~Mr. Bagai’s duties or responsibilities are substantially diminished, or he is required to report to anyone other than our board of directors, chief executive office or president;~~

~~his title as our officer is adversely changed, except if the change occurs after a change in control and his new title and duties are similar to his old title and duties;~~

~~the location where he is based is moved more than 30 miles following a change in control, and the new location is more than 30 miles from his primary residence; or~~

~~we breach any material term of the employment agreement following a change of control.~~

~~Indicative payouts for Pavan Bagai~~

~~The following table summarizes the amounts payable to Mr. Bagai upon termination of his employment with us:~~

Payments upon
termination
Death Disability Expiration
of the
employment
terms Termination
for Good
Reason or
without
cause Change in
Control Termination
without
Cause
following
Change in
Control Termination
for Good
Reason
following
Change in
Control Termination
in specific
contemplation
of Change in
Control
Severance payment
—   —   —   —   —   —   —   —
Base salary payout
—   —   —   $ 241,056 —   $ 241,056 $ 241,056 $ 241,056
Bonus payout
—   —   —   —   —   —   —   —
Life insurance coverage
—   —   —   —   —   —   —   —
Health insurance
—   —   —   —   —   —   —   —
Stock options (unvested and accelerated)
—   —   —   —   $ 67,230 $ 302,535 $ 302,535 $ 302,535
Restricted stock (unvested and accelerated)
—   —   —   —   $ 34,620 $ 346,200 $ 346,200 $ 346,200
Government-required payments(1)
$ 24,307 $ 24,307 —   —   —   —   —   —

Pay Ratio – All Employees (with COLA)⁽¹⁾
Chief Executive Officer’s Annual Total Compensation	~~Consists~~$5,105,509
Median Employee’s Annual Total Compensation	$9,460
Ratio of ~~payments Mr. Bagai is entitled~~Chief Executive Officer’s Annual Total Compensation to receive under an Indian provident plan and our gratuity plan, both of which are required under Indian law. Information regarding the Indian provident plan and our gratuity plan can be found in Note 2 to the audit financial statements included in ourMedian Employee’s Annual ~~Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2008.~~Total Compensation	540:1

(1) 2018 Mercer Combined Index. Our median employee, identified without performing a cost-of-living adjustment, is based in India and had an annual total compensation of $6,066, resulting in a pay ratio of 842:1.

Approximately 91% of our employees are located outside of the United States, primarily in India and the Philippines. As is common with many global companies, our compensation programs are market based, and as such they may differ for employees based on the country where an employee works. Accordingly, we believe that it is important to show our pay-ratio calculated in a similar manner as described above using the median U.S.-based employee to provide a commensurable view of our pay practices.

Pay Ratio – United States Employees
Chief Executive Officer’s Annual Total Compensation	$5,105,509
Median Employee’s Annual Total Compensation	$72,117
Ratio of Chief Executive Officer’s Annual Total Compensation to Median Employee’s Annual Total Compensation	71:1

Director Compensation for Fiscal Year ~~2007~~2018

The following table sets forth information for compensation earned in fiscal year ~~2007~~2018 by our non-executive ~~directors:~~directors who served during fiscal year 2018:

Name
  (a)
   Fees Earned
or Paid in
Cash
($)
(b)    Stock
Awards
($)(1)(3)
(c)    Option
Awards
($)(2)(3)
(d)    Non-Equity
Incentive Plan
Compensation
($)
(e)    Change in
Pension Value
and Deferred
Compensation
Earnings
(f)    All Other
Compensation
($)
(g)    Total
($)
(h)
Steven B. Gruber
   —      51,195    —      —      —      —      51,195
Edward V. Dardani
   —      51,195    —      —      —      —      51,195
David B. Kelso
   60,000    62,295    37,702    —      —      —      159,997
Mohanbir Sawhney
   48,000    15,664    26,563    —      —      —      90,227
Garen K. Staglin
   58,500    44,201    20,490    —      —      —      123,191
Clyde Ostler(4)
   5,000    —      5,281    —      —      —      10,281
Kiran Karnik(5)
   —      —      —      —      —      —      —

Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
David Kelso	92,500	110,000	-	202,500
Deborah Kerr	81,875	110,000	-	191,875
Anne Minto	90,000	110,000	31,599	231,599
Som Mittal	80,000	110,000	28,317	218,317
Clyde Ostler	95,000	110,000	-	205,000
Vikram Pandit⁽⁵⁾	18,125	77,590	-	95,715
Nitin Sahney	82,500	110,000	-	192,500
Garen Staglin	130,000	210,000	39,734	379,734
Jaynie Studenmund⁽⁶⁾	41,250	79,760		121,010

(1)

~~The amounts~~Mr. Kapoor’s compensation during 2018 was based solely on his role as CEO, as disclosed in ~~column (c)~~the “Summary Compensation Table for Fiscal Year 2018” beginning on page 53 and discussed in “Compensation Discussion and Analysis” beginning on page 35. He does not receive any additional compensation for his services as a director.

(2)

Amounts reflect the ~~dollar amount~~aggregate grant date fair value of stock awards and option awards recognized for financial statement reporting purposes for the fiscal year ended December 31, ~~2007,~~2018, in accordance with ~~FAS 123(R), of awards.~~FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included in footnotes 2 and 1324 to our audited financial statements for the fiscal year ended December 31, ~~2007~~2018 included in ~~our Annual Report on~~the 2018 Form 10-K filed with the Securities and Exchange Commission on March 17, 2008. As of December 31, 2007, Messrs. Gruber, Dardani, Kelso, Sawhney and Staglin each held 8,000 stock units, of which 4,000 of those held by each such director were unvested.10-K.

~~(2)~~

The amounts in column (d) reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), of awards. Assumptions used in the calculation of this amount are included in footnotes 2 and 13 to our audited financial statements for the fiscal year ended December 31, 2007 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2008. As of December 31, 2007, each of Messrs. Kelso, Sawhney, Staglin and Ostler held 30,000 stock options, of which the following number were vested: 7,500, 15,000, 15,000 and 0, respectively.

(3)	The ~~grant date fair value of the~~outstanding equity awards ~~granted in 2007, determined in accordance with FAS 123(R),~~held by our non-employee directors on December 31, 2018 is set forth inon the table below:

Name	No. of Securities Underlying Unexercised Options (#) Exercisable	No. of Securities Underlying Unexercised Options (#) Unexercisable	No. of Shares or Units of Stock That Have Not Vested
David Kelso	26,294	—	1,857
Deborah Kerr	—	—	1,857
Anne Minto	3,093	—	1,857
Som Mittal	—	—	1,857
Clyde Ostler	15,831	—	1,857
Vikram Pandit	—	—	1,199
Nitin Sahney	—	—	1,857
Garen Staglin	15,831	—	3,507
Jaynie Studenmund	—	—	1,240

(4)

For Ms. Minto and Mr. Mittal, amount reflects our reimbursement to the director for tax planning fees as well as tax gross-up amounts ($20,418 Ms. Minto and $21,884 for Mr. Mittal). For Mr. Staglin, amount reflects our reimbursement for costs associated with secretarial services.


~~Name~~	~~Grant Date Fair Value~~ ~~of Stock Awards ($)~~	~~Grant Date Fair Value of~~ ~~Option Awards ($)~~
~~Steven B. Gruber~~	~~107,620~~	—
~~Edward V. Dardani~~	~~107,620~~	—
~~David B. Kelso~~	~~73,320~~	—
~~Mohanbir Sawhney~~	~~105,880~~	—
~~Garen K. Staglin~~	~~75,040~~	—
~~Clyde Ostler~~	—	~~376,761~~

~~(4)~~(5)

Mr. ~~Ostler joined~~Pandit was appointed to our board of directors on ~~December 6, 2007.~~October 4, 2018. His cash fees include the full cash fee for the fourth quarter of 2018 for his services as a director and member of the Audit Committee, and he received a pro-rated equity grant as reflected in the table above.

~~(5)~~

~~Mr. Karnik joined~~(6)

Ms. Studenmund was appointed to our board of directors on September ~~25, 2008.~~7, 2018. Her cash fees include the full cash fee for the third and fourth quarter of 2018 for her services as a director and member of the Compensation and Audit Committees, and she received a pro-rated equity grant as reflected in the table above.

~~Each member~~

For 2018, non-employee directors (other than the non-executive Chairman) were eligible to receive an annual retainer fee in the amount of $60,000 in cash and $110,000 in equity valued at the time of grant. The non-executive Chairman of our board of directors ~~other than Messrs. Talwar, Kapoor~~was eligible to receive an annual retainer fee in the amount of $110,000 in cash and ~~Ostler received a grant on~~$210,000 in equity valued at the ~~anniversary~~time of ~~his board service date of restricted stock units representing 4,000 shares of our common stock. The grants provide that the restricted stock units will vest on the earlier of:~~

~~the first anniversary of the date of grant,~~

~~the end of the reporting person’s term on~~grant. New non-employee directors who join our board of directors during a calendar quarter are eligible to receive the full cash fee for such calendar quarter and a pro-rated equity grant. The chairperson of our Audit Committee was eligible to receive an additional annual fee of $25,000 in cash, and other members of our Audit Committee were eligible to receive an additional annual fee of $12,500 in cash. The Chairpersons of committees other than our Audit Committee were eligible to receive an additional annual fee of $20,000 in cash, and members of committees other than our Audit Committee were eligible to receive an additional annual fee of $10,000.

~~the occurrence~~There are no additional fees payable for attendance at our board or committee meetings (whether in person, telephonic or otherwise). We make quarterly cash payments to our directors who elect to receive a portion of ~~a “change in control”, as defined~~their director fees in the ~~2006 Plan,~~

form of cash.

Holders of restricted stock units do not receive the underlying ~~share~~shares of common stock until the units have vested and are settled. The restricted stock units issued to each of our non-employee directors ~~other than Messrs. Talwar and Kapoor~~ will settle on the ~~earlier~~earliest of:

~~such directors death;~~

such director’s death;

180 days following the end of such director’s term on our board of directors, or if the director has satisfied our stock ownership guidelines and made an election prior to the grant, the vesting date of the award; and

the occurrence of a “change in ~~control”,~~control,” as defined in the 2006 Plan or 2015 Plan, as applicable, that satisfies the requirements of Section 409A of the ~~Code; and~~Code.

~~180 days following the end of such director’s term on our board of directors.~~

~~On December 6, 2007, Mr. Ostler was granted an option to purchase 30,000 shares of our common stock, which vests 25% on each of the first four anniversaries of the date of grant.~~STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS

~~On September 25, 2008, Mr. Karnik was granted an option to purchase 30,000 shares of our common stock, which vests 25% on each of the first four anniversaries of the date of grant.~~AND CERTAIN BENEFICIAL OWNERS

Beginning in 2008, each member of the board of directors may elect to receive all or a portion of his or her annual fees earned for service on the board of directors during a subsequent calendar year, whether as part of the annual retainer or committee chairperson fee or otherwise, that would otherwise be payable in cash, in the form of a grant of stock options under our 2006 Omnibus Award Plan.

Directors who elect to receive any portion of their cash director fees in the form of stock options will receive a stock option grant effective as of the first business day of the following year. The stock option grant (i) will have a per share exercise price equal to the fair market value of a share of company common stock on the date of grant (under our 2006 Plan, this is currently determined as the average of the high and low prices on the trading day prior to the date of grant), (ii) will vest and become exercisable on December 31 of the year in which the option is granted, subject to the individual remaining as a member of the board on such date, and (iii) otherwise will be subject to the terms and conditions of the 2006 Plan. The number of shares of our common stock subject to the stock option will be set such that the Black-Scholes value (as determined by us) of the stock option is equal to the dollar amount of director fees the director is electing to defer.

~~PRINCIPAL STOCKHOLDERS~~

Unless otherwise indicated, the table below sets forth ~~as of December 1, 2008,~~ information with respect to the beneficial ownership of our common stock by:

~~each of our directors and each of our named executive officers;~~

each of our directors and each of our named executive officers individually;

~~each person who is known to be the beneficial owner of more than 5% of our common stock; and~~

each person who is known to be the beneficial owner of more than 5% of our common stock; and

all of our current directors and current executive officers (i.e., not just named executive officers) as a group.

~~all of our current directors and executive officers as a group.~~

The amounts and percentages of common stock beneficially owned below are as of ~~December 1, 2008~~March 29, 2019 (the “Determination Date”), and are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of ~~December 1, 2008.~~the Determination Date. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by such person as set forth opposite such person’s name.

Name and Address of Beneficial Owner(1)
   Beneficial Ownership
   Shares    Percentage (%)
Oak Hill Partnerships(3)
   10,542,504    36.5
Blackrock, Inc.(4)
   2,940,474    10.2
FMR, LLC(5)
   1,957,483    6.8
Vikram Talwar(6)
   1,836,463    6.4
Rohit Kapoor(7)
   2,114,900    7.3
Amit Shashank(8)
   91,284    *
Matthew Appel(9)
   11,097    *
Pavan Bagai(10)
   72,710    *
Narasimha Kini(11)
   59,873    *
Steven B. Gruber
   —      —
Edward V. Dardani
   —      —
Kiran Karnick
   —      —
David B. Kelso(12)
   20,000    *
Clyde W. Ostler(13)
   7,500    *
Dr. Mohanbir Sawhney(14)
   22,500    *
Garen K. Staglin(15)
   42,500    *
All current directors and executive officers as a group (12 persons)(16)
   4,218,954    14.5

	Beneficial Ownership				Vested but Unsettled
Name and Address of Beneficial Owner⁽¹⁾	Shares		Percentage (%)⁽²⁾		Restricted Stock Units⁽³⁾	Total
5% Beneficial Owners
Blackrock Inc.⁽⁴⁾		4,904,881		14.3	—	4,904,881
Vanguard Group, Inc.⁽⁵⁾		3,431,398		10.0	—	3,431,398
FMR LLC⁽⁶⁾		2,519,396		7.3	—	2,519,396
Mackenzie Financial Corporation⁽⁷⁾		1,723,020		5.0	—	1,723,020

NEOs and Directors
Pavan Bagai		50,612		*	—	50,612
Vishal Chhibbar		43,734⁽⁸⁾		*	—	43,734
Rohit Kapoor		1,033,705⁽⁹⁾		3.0	—	1,033,705
Nalin Miglani				—	—	—
Nagaraja Srivatsan		2,958		*	—	2,958
David B. Kelso		28,148⁽¹⁰⁾		*	38,061	66,209
Deborah Kerr		—⁾		—	8,270	8,270
Anne E. Minto		3,093⁽¹¹⁾		*	15,421	18,514
Som Mittal		3,800		*	8,874	12,674
Clyde W. Ostler		32,239⁽¹²⁾		*	32,588	64,827
Vikram S. Pandit		—		—	—	—
Nitin Sahney		—		*	4,846	4,846
Garen K. Staglin		34,677⁽¹³⁾		*	49,343	84,020
Jaynie M. Studenmund		2,220		*	—	2,220

All current directors and executive officers as a group (17 persons)⁽¹⁴⁾		1,247,998⁽¹⁵⁾		3.6	157,403	1,411,399

Less than 1%.

(1)

Unless otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., ~~350~~320 Park Avenue, 29^th Floor, New York, New York 10022.

(2)

Based on ~~28,872,614~~34,365,437 shares outstanding as of ~~December 1, 2008.~~the Determination Date.

(3)

~~The business address~~For non-management directors, this column includes restricted stock units (previously granted for service on the Board) that have vested but are unsettled. Because vested restricted stock units generally settle 180 days following the director’s term of service (see “Director Compensation for Fiscal Year 2018” for additional details on settlement), the units are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of the ~~Oak Hill Partnerships is 201 Main Street, Suite 2415, Fort Worth, TX 76102. Includes an aggregate of 10,278,942 shares of our common~~Determination Date. However, restricted stock held by Oak Hill Capital Partners, L.P. and 263,562 shares of our common stock held by Oak Hill Capital Management Partners, L.P. OHCP MGP, LLC is the sole general partner of OHCP GenPar, L.P., which is the sole general partner of Oak Hill Capital Management Partners, L.P. and Oak Hill Capital Partners, L.P. OHCP MGP, LLC exercises voting

~~and dispositive control over the shares held by Oak Hill Capital Management Partners, L.P. and Oak Hill Capital Partners, L.P. Investment and voting decisions~~units that are vested but unsettled provide a meaningful alignment with ~~regard to the shares of~~ the Company’s ~~common~~stockholders, and they count towards our stock owned by the Oak Hill Partnerships is made by an investment committee of OHCP MGP, LLC. The members of such committee are J. Taylor Crandall, Steven B. Gruber, Dennis J. Nayden and Mark A. Wolfson. Each of these individuals disclaims beneficialownership policy for non-employee directors, which requires directors to maintain stock ownership of ~~the shares owned by the Oak Hill Partnerships.~~
at least five times their respective annual retainers.

(4)

Based on the Schedule 13G/A filed onJanuary 28, 2019, BlackRock, Inc. had sole voting power with respect to4,831,429shares and sole dispositive power with respect to4,904,881shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022.

(5)

Based on the Schedule 13G/A filed on ~~December 8, 2008.~~January 10, 2019, Vanguard Group, Inc. had sole voting power with respect to 69,208 shares, shared voting power with respect to 5,534 shares, sole dispositive power with respect to 3,359,853 shares and shared dispositive power with respect to 71,545 shares. The business address of ~~Blackrock,~~Vanguard Group, Inc. is ~~40 East 52nd Street, New York, NY 10022.~~100 Vanguard Boulevard, Malvern, PA 19355.

~~(5)~~

(6)

Based on the Schedule 13G/A ~~field~~filed on ~~November 10, 2008.~~February 13, 2019, FMR LLC had sole voting power with respect to 882,921 shares and sole dispositive power with respect to 2,519,396 shares. The business address of FMR LLC is ~~82 Devonshire~~245 Summer Street, Boston, ~~MA 02109.~~Massachusetts 02210.

~~(6)~~

(7)

Based on the Schedule 13G/A filed on February 14, 2019, Mackenzie Financial Corporation had sole voting and dispositive power with respect to 1,723,020 shares. The business address of Mackenzie Financial Corporation is 180 Queen Street West, Toronto, Ontario M5V 3K1.

(8)

This amount includes ~~84,000~~33,000 shares of our common stock of which Mr. Chhibbar has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

(9)

The amount includes: (a) 177,134 shares of our common stock owned indirectly by Mr. ~~Talwar~~Kapoor through a ~~spousal lifetime access trust.~~family trust created in 2016 under a 2005 grantor-retained annuity trust, for which Mr. ~~Talwar’s~~Kapoor’s spouse and Mr. ~~Kapoor~~Kapoor’s brother are the ~~trustees of this trust~~co-trustees and share dispositive and voting control over the shares in the trust. Mr. Kapoor disclaims beneficial ownership of these shares. This amount also includes an aggregate of 468,306 shares of our common stock indirectly owned by Mr. Talwar through three separate three year grantor retained annuity trusts. Mr. Talwar is the sole trustee of each of these trusts. This amount also includes 1,156,657trust, (b) 40,219 shares of our common stock owned indirectly by Mr. ~~Talwar~~Kapoor through a ~~trust.~~family trust created in 2016 under a 2013 grantor retained annuity trust, for which Mr. ~~Talwar~~Kapoor’s spouse and ~~his spouse~~Mr. Kapoor’s brother are the ~~trustees of this trust~~co-trustees and share dispositive and voting control over the shares in the ~~trust. This amount also includes 84,000 shares of our common stock owned indirectly by Mr. Talwar through a spousal lifetime access~~ trust, for Mr. Talwar’s spouse. Mr. Talwar and Mr. Kapoor are the trustees of this trust and share dispositive and voting control over the shares in the trust. Mr. Kapoor disclaims beneficial ownership of these shares. This amount also includes 18,750 shares of restricted stock that will vest within 60 days.

~~(7)~~

~~This amount includes~~(c) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access ~~trust.~~trust, for which Mr. Kapoor’s spouse and Mr. Kapoor’s ~~sister-in-law~~brother are the ~~trustees of this trust~~co-trustees and share dispositive and voting control over the shares in the trust. This amount also includes 353,547 shares of our common stock owned indirectly by Mr. Kapoor through a three year grantor retained annuity trust. Mr. Kapoor is the sole trustee of this trust. This amount also includestrust, (d) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust for Mr. Kapoor’s ~~spouse.~~spouse, for which Mr. Kapoor and Mr. Kapoor’s ~~sister-in-law~~brother are the ~~trustees of this trust~~co-trustees and share dispositive and voting control over the shares in the ~~trust. This amount also includes options to purchase 112,500~~trust, (e) 333,185 shares of our common stock owned indirectly by Mr. Kapoor ~~that are exercisable~~through a family trust for which Mr. Kapoor is the investment advisor to Commonwealth Trust Company, the trustee, and (f) 47,500 shares of our common stock of which Mr. Kapoor has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and ~~18,750 shares of restricted~~exercisable stock ~~that will vest within 60 days.~~options.

~~(8)~~

(10)

This amount consists of 26,294 shares of our common stock of which Mr. Kelso has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

(11)

This amount consists of 3,093 shares of our common stock of which Ms. Minto has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

(12)

This amount includes ~~options~~15,831 shares of our common stock of which Mr. Ostler has the right to ~~purchase 76,000~~acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

(13)

This amount includes 1,854 shares of our common stock owned indirectly by Mr. ~~Shashank that are exercisable within 60 days.~~

~~(9)~~

~~This amount includes options to purchase 10,000~~Staglin through an irrevocable family trust created in 2018, for which Mr. Staglin’s spouse is the sole beneficiary and trustee with sole dispositive and voting control over the shares in the trust, and 15,831 shares of our common stock ~~owned by~~of which Mr. ~~Appel that are exercisable~~Staglin has the right to acquire beneficial ownership within 60 ~~days.~~days of the Determination Date pursuant to currently vested and exercisable stock options.

(14)

Includes all ten current directors and our seven current executive officers, which includes our four named executive officers (other than Mr. Kapoor, counted as a director), and our other three executive officers.

~~(10)~~

(15)

This amount includes ~~options to purchase 9,000~~an aggregate of 141,549 shares of our common stock ~~owned by Mr. Bagai that are exercisable~~of which our current directors and current executive officers have the right to acquire beneficial ownership within 60 ~~days.~~days of the Determination Date pursuant to currently vested and exercisable stock options.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Related Party Transactions

We review all relationships and transactions in which we, our directors and executive officers or their immediate family members and our 5% stockholders are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Code of Conduct and Ethics instructs our directors, officers and employees to report the facts and circumstances of any such transaction or potential transaction to our General Counsel or our Audit Committee. Our board of directors has adopted a policy regarding the review of potential related party transactions. Under this policy, our General Counsel will review the facts and circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved does not equal or exceed $120,000, our General Counsel will approve or disapprove the transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved equals or exceeds $120,000, our General Counsel will refer the transaction to our Audit Committee for consideration. In the course of reviewing, approving or ratifying a disclosable related party transaction, our General Counsel and Audit Committee considers all factors it considers appropriate, including but not limited to the factors in the box to the right.

Factors Used in Assessing Related

Party Transactions

>The nature of the related party transaction

>The related party’s interest in the transaction

>The material terms of the transaction, including the amount involved and type of transaction

>The importance of the transaction to us and to the related party

>Whether the transaction would impair the judgment of a director or executive officer to act in our best interest

Related Party Transactions

As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person and which involve amounts exceeding $120,000 in the previous fiscal year are disclosed in our proxy statement.

For fiscal year 2018, the Company recognized revenue of approximately $225,000 for consulting services provided to PharmaCord, LLC. One of the Company’s directors, Nitin Sahney, is the member-manager and chief executive officer of PharmaCord, LLC. The terms of the Company’s services with PharmaCord, LLC are, in the Company’s opinion, no less favorable than the terms the Company would have been able to negotiate with an unrelated party, and the transactions with PharmaCord have been approved or ratified by our Audit Committee, with Mr. Sahney recusing himself from the discussion and decision regarding the transactions. After considering the amounts and other facts and circumstances regarding the relationship, the Board has determined that our transactions with PharmaCord, LLC do not impair Mr. Sahney’s independence under applicable Nasdaq standards and federal securities laws.

On October 1, 2018, the Company entered into the Investment Agreement with the Purchaser, an affiliate of The Orogen Group LLC. One of the Company’s directors, Vikram Pandit, is the Chairman and Chief Executive Officer of The Orogen Group LLC. Under the terms of the Investment Agreement, the Company issued to the Purchaser $150,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024. In addition, we appointed Mr. Pandit, a nominee of the Purchaser, to our board of directors pursuant to the Investment Agreement. After considering the facts and circumstances regarding the relationship, the Board has determined that the Investment Agreement does not impair Mr. Pandit’s independence under applicable Nasdaq standards and federal securities laws.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the board of directors of ExlService Holdings, Inc. assists our board of directors in fulfilling its oversight responsibilities with respect to the following:

our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others;

~~(11)~~

~~This amount consists of options to purchase 23,000 shares of~~ >

our ~~common stock owned by Mr. Kini that are exercisable within 60 days.~~compliance with legal and regulatory requirements;

~~(12)~~

~~This amount includes options to purchase 15,000 shares of~~ >

our ~~common stock owned by Mr. Kelso that are exercisable within 60 days.~~registered independent public accounting firm’s qualifications and independence;

~~(13)~~

~~This amount includes options to purchase 7,500 shares~~>

the audit of our ~~common stock owned by Mr. Ostler that are exercisable within 60 days.~~financial statements; and

~~(14)~~

~~This amount includes options to purchase 22,500 shares~~>

the performance of our ~~common stock owned~~internal audit function and independent registered public accounting firm.

In connection with these responsibilities, the Audit Committee met with management and Deloitte & Touche LLP to review and discuss the December 31, 2018 audited consolidated financial statements. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also received written disclosures and the letter from Deloitte & Touche LLP required by Rule 3526 of the Public Company Accounting Oversight Board (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed with Deloitte & Touche LLP the firm’s independence.

Based on the review and discussions referred to above, the Audit Committee approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

	AUDIT COMMITTEE

	Mr. ~~Sawhney~~Clyde W. Ostler (Chairman)
	Mr. David B. Kelso
	Mr. Vikram Pandit
	Mr. Nitin Sahney
	Ms. Jaynie Studenmund

PROPOSAL 1
AMENDMENT OF AMENDED & RESTATED CERTIFICATE OF

INCORPORATION TO EFFECT A DECLASSIFICATION

OF THE BOARD OF DIRECTORS

You are being asked to approve an amendment to the Company’s Amended & Restated Certificate of Incorporation (the “charter”), which will have the effect of phasing out and eliminating the classifications of the board of directors over the next three years.

General Information about the Proposal

Currently, the charter divides the Company’s board of directors into three classes (Class I, Class II and Class III), each with a three-year term. The terms of the classes are staggered, so that only one of the three classes stands for election for a three-year term at each Annual Meeting of Stockholders.

The board of directors has determined that it is advisable, and in the best interests of the Company and its stockholders, to amend the charter to declassify the board of directors and allow the stockholders of the Company to vote on the election of the entire board of directors on an annual basis, rather than on a staggered basis. Accordingly, the board of directors has adopted and recommended that the stockholders of the Company approve the amendment to the charter set forth on Appendix A attached hereto (the “Charter Amendment”).

Under the Charter Amendment, director nominees standing for election at each annual meeting of stockholders, commencing with the Annual Meeting, will be elected for a one-year term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws. The Charter Amendment will not shorten the term of any current director. If the Charter Amendment is approved by the stockholders of the Company by the requisite vote at the Annual Meeting, then the Charter Amendment will become effective upon the filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware, which the Company intends to cause to occur promptly after it is determined that the Charter Amendment has been approved by the requisite vote of stockholders at the Annual Meeting.

Phased Declassification

As mentioned above, if the Charter Amendment is approved by the Company’s stockholders, the classification of the board of directors will be phased out over the next three Annual Meetings of Stockholders, such that:

(i) at the Annual Meeting, each of the Class I director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws,

(ii) at the 2020 annual meeting of stockholders, each of the Class I and Class II director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and

(iii) at the 2021 annual meeting of stockholders, each of the Class I, Class II and Class III director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and thereafter the classification of the board of directors will terminate in its entirety.

If the Charter Amendment is not approved by the Company’s stockholders by the requisite vote at the Annual Meeting, the Company will continue to have a classified board as currently provided by the Charter.

Required Vote

The ratification of the Charter Amendment requires the affirmative vote of at least 66 2/3% of the voting power of the then-outstanding shares of the Company, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the Charter Amendment.

Our board recommends that ~~are exercisable within 60 days.~~you vote:
FOR	the approval of the Charter Amendment.

PROPOSAL 2
ELECTION OF DIRECTORS

The Nominees

Our Nominating and Governance Committee has nominated, and our board of directors has designated, Mses. Minto and Studenmund and Mr. Kapoor to stand for election as Class I directors at the Annual Meeting. Ms. Minto and Mr. Kapoor are standing for re-election and Ms. Studemund was appointed since the last annual meeting of stockholders and is standing for her first stockholder election. Ms. Studenmund was identified and recommended to the Nominating and Governance Committee by a third-party search firm.

Term of Office

If Proposal 1 is approved by the Company’s stockholders, upon the filing of the amendment to the charter set forth on Appendix A attached hereto, the classification of the Board of Directors will be phased out over the next three annual meetings of stockholders as described in Proposal 1, such that (i) at the Annual Meeting, each of the directors in Class I will be elected to hold office for a term of one year, (ii) at the 2020 Annual Meeting of Stockholders, each of the Directors in Class I and Class II will be elected to hold office for a term of one year, and (iii) at the 2021 Annual Meeting of Stockholders, each of the Directors in Class I, Class II and Class III will be elected to hold office for a term of one year, and thereafter the classification of the Board of Directors will terminate in its entirety, and if elected, each of the Class I director nominees will serve a term or one year on our board of directors, until our 2020 annual meeting of stockholders or until their successors are duly elected and qualified in accordance with our by-laws.

If Proposal 1 is not approved by the Company’s stockholders, and if elected, each of the Class III director nominees will serve a term of three years on our board of directors, until our 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws.

Voting Instructions and Substitutes

The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR these three nominees. Our board of directors knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to stand for election, the shares represented by proxies will be voted for the election of any substitute nominee designated by our board of directors to fill the vacancy.

General Information About Nominees

The age, tenure on our board of directors and committee membership, if any, of each nominee appears below. Information regarding the business experience during at least the last five years and directorships of other publicly owned corporations of each nominee can be found above under “Our Board of Directors.” Other information required with respect to any solicitation of proxies in connection with the election of directors is found elsewhere in this proxy statement.

Name	Age	Director Since	Independent	Committee Membership
Rohit Kapoor, Vice Chairman & CEO	54	April 2012	No	> None
Anne Minto	65	March 2013	Yes	> Compensation Committee (Chair) > Nominating and Corporate Governance Committee
Jaynie Studenmund	73	September 2018	Yes	> Audit Committee > Compensation Committee

Required Vote

The affirmative vote of a majority of votes (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) cast in person or represented by proxy and entitled to vote at the Annual Meeting will elect the three nominees as Class III directors for the specified three-year term. If any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our by-laws provide that such person shall tender to the board of directors his or her resignation as a director. Unless marked to the contrary, proxies received will be voted “FOR” the nominees.

Our board recommends that you vote:
FOR	the election of Mses. Minto and Studenmund and Mr. Kapoor as Class I directors of the Company.

PROPOSAL 3
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to audit the Company’s and its subsidiaries’ books, records and accounts for the fiscal year 2019. Our board of directors has endorsed this appointment. Ratification of the appointment of Deloitte by our stockholders is not required by law. However, as a matter of good corporate practice, such appointment is being submitted to our stockholders for ratification at the Annual Meeting. If our stockholders do not ratify the appointment, our board of directors and our Audit Committee will reconsider whether or not to retain Deloitte, but may nonetheless retain Deloitte. Even if the appointment is ratified, the Audit Committee in its discretion may change such appointment at any time during the year if it determines that such change would be in the best interests of the Company and our stockholders.

In retaining Deloitte as the Company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by Deloitte was compatible with maintaining Deloitte’s independence and concluded that it was. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions. Deloitte has served as our independent registered public accounting firm since February 28, 2018.

Change in Accountants

Ernst & Young LLP (“EY”) audited our consolidated financial statements for fiscal years 2017 and 2016. On February 27, 2018, pursuant to the Audit Committee determination, the Company dismissed EY as the Company’s independent registered public accounting firm. EY’s reports on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim periods through February 27, 2018, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In connection with the filing of the Company’s Current Report on Form 8-K dated February 27, 2018 (the “Form 8-K”), the Company provided EY with a copy of the above disclosures, and requested that EY furnish a letter addressed to the SEC stating whether or not EY agrees with the statements in the immediately preceding paragraph. The Company subsequently received the requested letter, and a copy of EY’s letter, dated March 1, 2018, was filed as Exhibit 16.1 to the Form 8-K.

As of February 28, 2018, pursuant to the Audit Committee’s determination, the Company engaged Deloitte to serve as its independent registered public accounting firm for fiscal year 2018. During the fiscal years ended December 31, 2016 and 2017 and the subsequent interim periods through February 28, 2018, neither the Company nor anyone on its behalf has consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The change in independent registered public accounting firm did not result from any dissatisfaction with the quality of professional services rendered by EY.

Audit and Non-Audit Fees

The following is a summary of the fees billed or expected to be billed to us by the Company’s independent registered public accounting firm for professional services rendered in each of the last two fiscal years:

Fee Category	Fiscal 2018		Fiscal 2017⁽¹⁾
	(in thousands)
Audit Fees	$	1,425	$	—
Audit-Related Fees		—		—
Tax Fees		523		862
All Other Fees		54		124
Total Fees	$	2,002	$	986

(1)

Reflects fees of Deloitte prior to its appointment as the Company’s independent registered public accounting firm.

Audit Fees.Consist of fees billed or expected to be billed for professional services rendered for the audit of our consolidated financial statements, including (i) the audit of effectiveness of internal control over financial reporting, (ii) review of our consolidated financial statements included in our quarterly reports, and (iii) services that are normally provided by our registered independent public accountants including services in connection with statutory or regulatory filings or engagements for those fiscal years.

Tax Fees. Consist primarily of fees billed or expected to be billed for other tax filing and advisory projects.

All Other Fees. Consist of fees billed or expected to be billed for other permissible work performed by the Company’s independent public registered accounting firm that does not meet the above category descriptions.

Our Audit Committee pre-approves and is responsible for the engagement of all auditing services provided by our independent registered public accountants and all non-auditing services to be provided by such accountants to the extent permitted under Section 10A of the Exchange Act, including all fees and other terms of engagement. Our Audit Committee may delegate the authority to pre-approve audit and permitted non-audit services between meetings of our Audit Committee to a designated member of our Audit Committee, provided that the decisions made by such member are presented to our full Audit Committee for ratification at its next scheduled meeting.

All of the fees paid to Deloitte in fiscal year 2018 were pre-approved by the Audit Committee.

Required Vote

The ratification of the appointment of Deloitte as our independent registered public accounting firm requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment.

Our board recommends that you vote:
FOR	the ratification of the appointment of Deloitte as our independent registered public accounting firm.

PROPOSAL 4
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Proposal 4 is a vote, on a non-binding advisory basis, to approve the compensation of our executive officers as described in this proxy statement. Although the vote is advisory and is not binding on the board of directors, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this vote as the “say-on-pay” vote.

At the 2018 Annual Meeting of Stockholders, our stockholders voted on a proposal relating to the frequency of the “say-on-pay” vote. We recommended, and our stockholders approved on a non-binding advisory basis, an annual say-on-pay vote. Accordingly, we include the say-on-pay vote each year as a regular part of each Annual Meeting of Stockholders, and the next such say-on-pay vote will occur at next year’s Annual Meeting of Stockholders. The next vote on the frequency of the “say-on-pay” vote will be held at the Annual Meeting to be held in 2023.

Our board of directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters.

~~(15)~~

~~This amount consists~~·

Our board of ~~options~~directors believes that our current executive compensation program directly links executive compensation to ~~purchase 22,500 shares~~our performance and aligns the interests of our ~~common stock owned by Mr. Staglin~~executive officers with those of our stockholders. For example, the bulk of our annual incentive bonuses are earned based on achievement of two core financial metrics: Adjusted PBT and revenues. As we discuss in greater detail in our Compensation Discussion and Analysis, these financial metrics focus our named executive officers on top-line revenues and bottom-line earnings that are ~~exercisable within 60 days.~~likely to make meaningful contributions to our future financial performance. We believe rewarding our executives with incentive pay based on achievement of these three financial metrics closely aligns management with the interests of our stockholders.

In addition, our philosophy places more emphasis on variable elements of compensation (such as incentive bonuses and equity-based compensation) than fixed remuneration.

Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:

“Resolved, that the stockholders approve on an advisory basis the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement).”

The above-referenced disclosures related to the compensation of our named executive officers appear beginning at page 35 of this proxy statement.

Required Vote

The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted “FOR” the approval of the compensation of our named executive officers.

~~(16)~~85

Our board recommends that you vote:

FOR

~~This amount includes options to purchase 275,000 shares~~the approval, on an advisory (non-binding) basis, of the compensation of our ~~common stock owned in the aggregate by our current directors and~~named executive officers ~~that are exercisable within 60 days~~as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and ~~35,000 shares of restricted stock that will vest within 60 days. This figure excludes shares owned by Mr. Kini.~~Analysis, the compensation tables and any related material disclosed in this proxy statement)

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FOR THE ~~2009~~2020 ANNUAL MEETING

~~If a stockholder wishes to present a proposal~~

Stockholder proposals intended to be included in our ~~Proxy Statement~~proxy materials for ~~our 2009~~the 2020 Annual Meeting of Stockholders ~~the proponent and the proposal must comply with the proxy proposal submission rules of the SEC. One of the requirements is that the proposal~~(“2020 Annual Meeting”) must be received by the ~~Corporate Secretary~~deadline calculated in accordance with SEC Rule 14a-8, which is 120 days before the anniversary of the ~~Company no later than~~date of this year’s proxy statement. This year’s deadline is Saturday, December ~~31, 2008. Proposals we receive after that date will not~~28, 2019. Such proposals must include the information required by SEC rules, and should be ~~included~~sent in ~~the Proxy Statement. We urge stockholders to submit proposals~~writing by courier or certified mail ~~return receipt requested.~~

A stockholder proposal not included in our Proxy Statement for the 2009 Annual Meeting will be ineligible for presentation at the 2009 Annual Meeting unless the stockholder gives timely notice of the proposal in writing to the Corporate Secretary of the Company at 320 Park Avenue, 29^th Floor, New York, New York 10022. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner and thus ineligible for inclusion.

Stockholders who intend to submit proposals at the ~~principal executive offices~~2020 Annual Meeting but whose proposals are not included in the proxy materials for the meeting, and stockholders who intend to submit nominations for directors at the 2020 Annual Meeting, are required to notify the Corporate Secretary of the ~~Company. Under our by-laws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be delivered to,~~Company (at the address above) of their proposal or ~~mailed and received by, us~~nominations not less than 90 days, nor more than 120 days, ~~prior to~~before the ~~first~~anniversary of this year’s Annual Meeting of Stockholders, in accordance with our by-laws. Such notices of proposals for the 2019 Annual Meeting must be delivered between February 18, 2020 and March 19, 2020. Special notice provisions apply under the by-laws if the date of the 2020 Annual Meeting is more than 30 days before or 70 days after the anniversary date of ~~the 2008~~this year’s Annual Meeting of Stockholders. ~~The stockholder’s~~

Any notice of proposed business or nomination, whether or not included in our proxy statement, must ~~set forth, as~~include the information required under our by-laws, including Section 2.11.4, in order for the matter to each proposed matter, the following: (i) the name and record address of the stockholder and/or beneficial owner proposing such business, as they appear on our books, (ii) the class and number of shares of stock held of record and beneficially by such stockholder and/or such beneficial owner, (iii) a representation that the stockholder is a holder of record of our stock entitled to votebe eligible for consideration at the 2020 Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to propose such business, (iv) a brief description of the stockholder business desired to be brought before the Annual Meeting, the text of the proposal (including the text of any resolutions proposed for consideration) and, in the event that such business includes a proposal to amend our by-laws, the language of the proposed amendment, and the reasons for conducting such stockholder business at the Annual Meeting, (v) any material interest of the stockholder and/or beneficial owner in such stockholder business and (vi) all other information that would be required to be filed with the SEC if the person proposing such stockholder business were a participant in a solicitation subject to Section 14 of the Exchange Act.Meeting. The presiding officer of the 2020 Annual Meeting may refuse to acknowledge any matter or nomination not made in compliance with the ~~foregoing procedure.~~

~~You may obtain a copy of~~procedures in our by-laws. Our by-laws can be found on our website and the current SEC rules for submitting stockholder proposals can be obtained from the SEC at:

~~U.S. Securities and Exchange Commission~~

Division of Corporation Finance,

100 F. Street, N.E.

, Washington, DC 20549,

or through the SEC’s Internet ~~web site:~~website at www.sec.gov.

MISCELLANEOUS

~~Certain U.S. dollar figures in this proxy statement have been converted from Indian rupees at a rate of 39.41 rupees to $1.00, the average rupee to U.S. dollar exchange rate during 2007.~~

Delivery of Documents to Stockholders Sharing an Address

If you are the beneficial owner, but not the record holder, of shares of our common stock, your broker, bank, trust or other nominee may only deliver one copy of this proxy statement and the 2018 Form 10-K, which serves as our Annual Report to Stockholders under Regulation 14A (the “2018 Annual Report”), to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and the 2018 Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, should submit this request to our investor relations department through our website at ~~www.exlservice.com, by telephone at 212-277-7109 or by mail at 350 Park Avenue, 10th Floor, New York, NY 10022.~~www.exlservice.com. Beneficial owners sharing an address who are receiving multiple

copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future will need to contact their broker, bank, trust or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

Electronic Access to Proxy Statement and Annual Report

This proxy statement and our 2018 Annual Report may be viewed on our website atwww.exlservice.com and atwww.proxyvote.com by following the instructions provided in the Internet Notice. If you are a stockholder of record, you can elect to access future annual reports and proxy statements electronically by marking the appropriate box on your proxy form. If you choose this option, you will receive a proxy form in mid-May listing the website locations and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your common stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.

OTHER MATTERS

Our board of directors does not know of any other business that will be presented at the ~~Special~~Annual Meeting. If any other business is properly brought before the ~~Special~~Annual Meeting, your proxy holders will vote on it as they think best unless you direct them otherwise in your proxy instructions.

Whether or not you intend to be present at the ~~Special~~Annual Meeting, we urge you to submit your signed proxy promptly.


By Order of the Board of Directors,

~~Amit Shashank~~	Ajay Ayyappan
	Senior Vice President, General Counsel and Corporate Secretary

New York, New York

~~December , 2008~~

April 26, 2019

~~Annex A~~

We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of the 2018 Form 10-K, as filed with the SEC, as well as copies of exhibits to the 2018 Form 10-K, but for copies of exhibits will charge a reasonable fee per page to any requesting stockholder. Stockholders may make such request in writing to ExlService Holdings, Inc., 320 Park Avenue, 29^th Floor, New York, New York 10022, Attention: Investor Relations. The request must include a representation by the stockholder that as of April 18, 2019, the stockholder was entitled to vote at the Annual Meeting.

~~2006 OMNIBUS AWARD PLAN~~

1.~~Purpose~~Annex A

~~The purpose~~

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EXLSERVICE HOLDINGS, INC.

I, the undersigned, being the officer designated by the board of directors to execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ExlService Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue 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~~General Corporation Law of the ~~Company and its Affiliates and to provide a means whereby employees, directors and consultants~~State of ~~the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value~~Delaware do hereby certify:

FIRST: By unanimous written consent 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 and other special purpose grants in connection with certain transactions. 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 Performance Compensation Awards, or any combination or variation of the foregoing.

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 Performance Compensation 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 ExlService Holdings, Inc., filed with the ~~Company.~~Corporation, resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation, as amended, of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at the next annual meeting of the stockholders of said corporation.

~~(e) “Cause” shall mean, unless~~

The text of the Amended and Restated Certificate of Incorporation is as set forth in such resolution is as follows:

1. The first paragraph ofSection 6.2 of the Amended Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows:

“Terms of Directors. Subject to the provisions of this Certificate of Incorporation relating to directors elected by the holders of one or more series of Preferred Stock, voting as a separate series or with one or more other series of Preferred Stock, at each annual meeting of stockholders commencing with the 2019 annual meeting of stockholders, directors of the corporation other than those 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,~~2020 Class and 2021 Class (each as defined ~~in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate in effect~~below) shall be elected for a term of one year, expiring at the ~~time~~next succeeding annual meeting of ~~such termination or,~~stockholders. Each director of the corporation who was elected at the 2017 annual meeting of stockholders for a three-year term expiring in 2020 (the “2020 Class”), and each director of the corporation who was elected at the 2018 annual meeting of stockholders for a three-year term expiring in 2021 (the “2021 Class”), including any person appointed to fill any vacancy occurring with respect to any director in the ~~absence~~2020 Class or the 2021 Class (each 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 failurewhom 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~~be deemed to be a member of the ~~Board~~class of directors in ~~connection with~~which the ~~Participant engaging in any~~vacancy occurred), shall continue to hold office until the end of the ~~activities described in clauses (i) through (iv) above.~~

(f) “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 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstandingterm 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 by one or more of Oak Hill Partners L.P. or FTVentures (a “~~Designated Holder~~”), (IV) any acquisition which complies with clauses (A), (B) and (C) of subsection (v) of this Section 2(d) or (V) 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~~was elected or ~~nominated~~appointed, as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation A promulgated under the Exchange Act, 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~~

(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 50% or more 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.

(g) “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.

(h) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. Unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.

~~(i) “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.~~

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

(k) “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.

(l) “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.

(m) “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.

~~(n) “Effective Date” means April 20, 2006.~~

(o) “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 “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder, and (iii) 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;~~~~provided~~,~~however~~~~, that clause (ii) shall apply only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.~~

~~(p) “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.

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

(r) “Fair Market Value, on a given date, means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices 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 average between the high bid price and low ask price reported 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 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.

(s) “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.

(t) “Mature Shares” means shares of Stock owned by a Participant which are not subject to any pledge or other security interest and have either been previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Option Price or satisfy a withholding obligation in respect of an Option.

(u) “Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 11(d)(iv) of the Plan;~~provided~~~~, that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.~~

~~(v) “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.~~

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

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

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

~~(z) “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.~~

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

~~(bb) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.~~

(cc) “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 Performance Compensation Award under the Plan.

The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division or operational unit of the Company) and shall be limited to 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)~~

~~gross profit or gross profit growth;~~

~~(vi)~~

~~net operating profit (before or after taxes);~~

~~(vii)~~

~~return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);~~

~~(viii)~~

~~cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);~~

~~(ix)~~

~~earnings before or after taxes, interest, depreciation and/or amortization;~~

~~(x)~~

~~gross or operating margins;~~

~~(xi)~~

~~productivity ratios;~~

~~(xii)~~

~~share price (including, but not limited to, growth measures and total stockholder return);~~

~~(xiii)~~

~~expense targets;~~

~~(xiv)~~

~~margins;~~

~~(xv)~~

~~operating efficiency;~~

~~(xvi)~~

~~objective measures of customer satisfaction;~~

~~(xvii)~~

~~working capital targets;~~

~~(xviii)~~

~~measures of economic value added;~~

~~(xix)~~

~~inventory control; and~~

~~(xx)~~

~~enterprise value.~~

Any one or more of the 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 of the above 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 (xi) above as compared to various stock market indices. 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 specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

(dd) “Performance Formula” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(ee) “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 the first 90 days of a Performance Period (or, if longer or shorter, within the

maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the 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 results,~~

~~(iv)~~

~~any reorganization and restructuring programs,~~

~~(v)~~

extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition 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 and losses, and~~

~~(ix)~~

~~a change in the Company’s fiscal year.~~

(ff) “Performance Period” shall mean the one or more periods of time not less than one (1) year in duration, 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 a Performance Compensation Award.

~~(gg) “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.~~

~~(hh) “Plan” means this ExlService Holdings, Inc. 2006 Omnibus Award Plan.~~

(ii) “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.

~~(jj) “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.~~

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

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

(mm) “Senior Participant” shall mean 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 Management Team or an employee that regularly attends the regularly scheduled meeting of the Management Team as a special invitee thereof.

~~(nn) “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.~~

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

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

(qq) “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.

(rr) “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.

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

(tt) “Substitution Award” means an Award that is intended to replace any existing incentive award held by an employee or director of, or consultant or advisor to, an entity acquired by the Company or an Affiliate of the Company. The terms and conditions of any Substitution Award shall be set forth in an Award agreement and shall, except as may be inconsistent with any provision of the Plan, to the extent practicable provide the recipient with benefits (including economic value) substantially similar to those provided to the recipient under the existing award which such Substitution Award is intended to replace.

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

~~(vv) “Vice President Participant” shall mean an employee of the Company or an Affiliate holding the office of vice president or any office senior to the office of vice president.~~

3.~~Effective Date, Duration and Shareholder 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 shareholders of the Company in a manner intended to comply with the shareholder 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)~~applicable. Subject to the provisions of ~~the Plan and applicable law, the Committee shall have the power, and in addition~~this Certificate of Incorporation relating to ~~other express powers and authorizations conferred on the Committee~~directors elected by the ~~Plan, to: (i) designate Participants; (ii) determine the type or types~~holders 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) 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; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) 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 (i) “covered employees” under Code Section 162(m) (other than Awards exempt from the application of Code Section 162(m)) and (ii) 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 shareholder.

~~(e) No member of the Committee 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 Performance Compensation Awards to one or more ~~Eligible Persons;~~~~provided~~,~~however~~~~, that:~~

~~(a) Subject to Section 13, the aggregate number~~series of ~~shares of~~Preferred Stock, ~~in respect of which Awards may be granted under the Plan is 7,729,238 shares;~~

~~(b) Shares of Stock shall be deemed to have been used in settlement of Awards whether~~voting as a separate series or ~~not they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash;~~~~provided~~,~~however~~~~, that shares of Stock delivered (either directly or by means of attestation) in full or partial payment of the Option Price in accordance~~ with Section 7(b) shall be deducted from the number of shares of Stock delivered to the Participant pursuant to such Option for purposes of determining the number of shares of Stock acquired pursuant to the Plan. In accordance with (and without limitation upon) the preceding sentence, 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.

(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, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 300,000 shares of Stock; and~~

(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.

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~~other series of Preferred 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~~(a) commencing with the 2020 annual meeting of stockholders, all directors 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~~corporation other ~~conditions as may be reflected~~than those in the ~~applicable Stock Option Agreement.~~

~~(a)~~~~Option Price~~~~. The exercise price (“Option Price”) per share~~2021 Class will be elected for a term of ~~Stock for each Option shall be set by~~one year, and (b) commencing with the ~~Committee at the time~~2021 annual meeting 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~~stockholders, all directors of the ~~Option Price therefor is received by the Company. Options which have become exercisable may~~corporation will be ~~exercised by delivery~~elected for a term of ~~written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price~~one year. In all cases, each director 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 ofserve until such shares to the Company); provided, that such shares of Stock are Mature Shares, (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.

~~(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)~~~~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(k), 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 representationdirector’s successor has been ~~obtained, the Committee may cause a legend~~duly elected and qualified or ~~legends to be placed on~~until such ~~certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal~~director’s earlier death, disqualification, resignation or ~~state securities laws.~~removal.”

(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.

~~(e)~~~~Incentive Stock Option Grants to 10% Stockholders~~SECOND. 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.

~~(f)~~~~$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.

~~(g)~~~~Voluntary Surrender~~. The Committee may permit the voluntary surrender of all or any portion of any Nonqualified Stock Option and its corresponding SAR, if any, granted under the Plan to be conditioned upon the granting to the Participant of a new option for the same or a different number of shares as the option surrendered or require such voluntary surrender as a condition precedent to a grant of a new Option to such Participant. Such new Option shall be exercisable at an Option Price, during an Option Period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined: That said amendments were duly adopted in accordance with the provisions of ~~the Plan without regard to the Option Price, Option Period, or any other terms and conditions~~Section 242 of the ~~Nonqualified Stock Option surrendered.~~

~~(h)~~~~Reload Options~~~~. The Committee may provide for the grant to any Participant of additional Options (“~~~~Reload Options~~~~”) upon the exercise of Options, including Reload Options, through the delivery of shares~~

of Stock; provided, however, that (i) Reload Options may be granted only with respect to the same number of shares as were surrendered to exercise the Options and the number of shares of Stock withheld for tax purposes pursuant to Section 12(d)(ii), (ii) the exercise price per share of the Reload Options shall be not less than 100% of the Fair Market Value as of the Date of Grant of the Reload Options and (iii) the Reload Options shall not be exercisable after the expiration of the term of the Options, and otherwise shall have the same terms and conditions of the Options, the exercise of which resulted in the grant of the Reload 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~~. 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.~~

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, 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. At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Stock having a Fair Market Value equal to the amount of such dividends and earnings, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.

(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, 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~~”). At the discretion of the Committee, Dividend Equivalents may be either currently paid to the Participant or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the Committee, in shares of Stock having a Fair Market Value equal to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends 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 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(d) 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 shareholder 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.

~~(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.

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, if explicitly provided in the applicable Award agreement, 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:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE EXLSERVICE HOLDINGS, INC. 2006 OMNIBUS AWARD PLAN, A CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN EXLSERVICE HOLDINGS, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST) AND THE STOCKHOLDER AGREEMENT TO WHICH EXLSERVICE HOLDINGS, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST) ARE PARTIES, WHICH AGREEMENTS ARE BINDING UPON ANY AND ALL OWNERS OF ANY INTEREST IN SAID SHARES. SAID PLAN AND AGREEMENTS ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF EXLSERVICE HOLDINGS, INC. AND COPIES THEREOF WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXLSERVICE HOLDINGS, INC. HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO IT, TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED.

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A CERTAIN STOCKHOLDER AGREEMENT, DATED AS OF , 2006, BY AND BETWEEN EXLSERVICE HOLDINGS, INC. (THE “COMPANY”) AND AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, COPIES OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCK PURCHASE AGREEMENT AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

~~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, 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.~~~~Performance Compensation Awards~~

~~(a)~~General. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 (other than Options and Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the authority to grant cash bonuses under the Plan with the intent that such bonuses shall qualify for the exemption from Section 162(m) of the Code provided pursuant to Treasury Regulation Section 1.162-27(f)(1), for the reliance period described in Treasury Regulation Section 1.162-27(f)(2). In addition, the Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m).

~~(b)~~~~Eligibility~~. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not

such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.

~~(c)~~~~Discretion of Committee with Respect to Performance Compensation Awards~~. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period (provided any such Performance Period shall be not less than one (1) year in duration), the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is(are) to apply to the Company and the Performance Formula. Within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.

~~(d)~~~~Payment of Performance Compensation Awards~~

~~(i)~~~~Condition to Receipt of Payment~~. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

~~(ii)~~~~Limitation~~. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.

~~(iii)~~~~Certification~~. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) hereof, if and when it deems appropriate.

~~(iv)~~~~Use of Discretion~~. In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase a Performance Compensation Award above the maximum amount payable under Sections 5(d) or 11(d)(vi) of the Plan.

~~(v)~~~~Timing of Award Payments~~. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11.

~~(vi)~~~~Maximum Award Payable~~. Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 300,000 shares of Stock or, in the event such Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee. The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash bonus Award

described in the last sentence of Section 11(a) shall be $1,000,000. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.

~~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 those provisions of Section 9 providing for the payment of dividends with respect to Restricted Stock and Dividend Equivalents with respect to 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)~~~~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.

~~(c)~~~~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.

~~(d)~~~~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.

(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 liability (but no more than the minimum required withholding liability) by (A) the delivery of Mature Shares 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 (but no more than the minimum required withholding liability).

~~(e)~~~~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.

~~(f)~~~~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.

~~(g)~~~~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.

~~(h)~~~~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.

~~(i)~~~~Governing~~ Corporation 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~~Delaware. The foregoing amendments shall be effective upon filing with the Secretary of State of the State of Delaware.

~~(j)~~~~Funding~~~~. No provision~~

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 16, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. EXLSERVICE HOLDINGS, INC. 320 PARK AVENUE, 29th FLOOR NEW YORK, NEW YORK 10022 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 16, 2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E75473-P24645 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY EXLSERVICE HOLDINGS, INC. The Board of Directors recommends you vote FOR proposal 1. For Against Abstain 1. The amendment of the ~~Plan shall require the Company, for the purpose~~Company's amended and restated certificate of ~~satisfying any obligations under the Plan,~~incorporation to ~~purchase assets or place any assets in~~effect 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~~phased declassification of the ~~existence~~board of ~~a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under~~directors over the ~~Plan other than as unsecured~~

~~general creditors~~next three years The Board of Directors recommends you vote FOR the following: 2. Election of Directors For Against Abstain Nominees: 2a. Rohit Kapoor 2b. Anne Minto 2c. Jaynie Studenmund The Board of Directors recommends you vote FOR proposals 3 and 4. 3. The ratification of the ~~Company, except that insofar as they may have become entitled to payment~~selection of ~~additional compensation by performance of services, they shall have the same rights as other employees under general law.~~

~~(k)~~~~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 rulesDeloitte & Touche LLP 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 shareholders are the Participant and his or her Immediate Family Members; or~~

~~(D)~~

~~any 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.

~~(l)~~~~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 registered 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.~~

~~(m)~~~~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.

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

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

~~(p)~~~~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.~~

~~(q)~~~~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.

~~(r)~~~~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.

~~(s)~~~~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(d)(vi) 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. Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. 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, in the event of any of the following:~~

A. The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

~~B. All or substantially all of the assets of the Company are acquired by another person;~~

~~C. The reorganization or liquidation of the Company; or~~

~~D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,~~

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 shareholders of the Company in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.

~~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 shareholders 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~~accounting firm of the Company for fiscal year 2019 For Against Abstain 4. The approval, ~~shall be construed as creating any limitations~~ on ~~the power~~a non-binding advisory basis, 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~~compensation 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 shareholder 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 or to prevent the Company from being denied a tax deduction on account of Section 162(m) of the Code); 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, is April 19, 2016,~~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.~~

~~(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, 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 shareholder approval rules of the applicable stock exchange on which the Stock is listed, if any.

~~(c)~~~~Section 162(m) Reapproval~~~~. If so determined by the Committee, (i) the Plan shall be approved by the stockholders~~named executive officers of the Company ~~no later than~~NOTE: The proxies are authorized to act upon such other business as may properly come before the ~~first meeting~~Annual Meeting or any adjournment or postponement thereof Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of ~~stockholders~~Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at ~~which directors are to be elected that occurs after the close~~www.proxyvote.com. E75474-P24645 EXLSERVICE HOLDINGS, INC. Annual Meeting of ~~the third calendar year following the calendar year in which the~~

Company’s initial public offering occurs, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders of the Company no later than the first stockholder meeting that occurs in the fifth year following the year that stockholders previously approved such provisions following the Company’s initial public offering, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this Section 16(c), however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.

~~* * *~~

~~As adopted~~Shareholders June 17, 2019 8:30 A.M. EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Vishal Chhibbar and Ajay Ayyappan, or either of

~~ExlService Holdings, Inc.~~

x
~~PLEASE MARK VOTES~~
~~AS IN THIS EXAMPLE~~
            ~~REVOCABLE PROXY~~
    ~~EXLSERVICE HOLDINGS, INC.~~
~~PROXY SOLICITED BY THE BOARD OF DIRECTORS~~
~~FOR THE SPECIAL MEETING OF STOCKHOLDERS~~
~~JANUARY 29, 2009~~
~~Rohit Kapoor, Vikram Talwar and Amit Shashank, or any one~~ them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of them, each with the power of substitution and revocation, are hereby authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote the Common Stock of the undersigned at the Special Meeting of stockholders of ExlService Holdings, Inc. (the “Company”) to be held at 350 Park Avenue, New York, New York 10022 on JANUARY 29, 2009 at 10:00 am, Eastern Time, and at any postponements or adjournments of that meeting, as set forth below, and in their discretion upon any other business that may properly come before the meeting.
~~All capitalized terms used in this proxy shall have the same meanings assigned to them in the proxy statement.~~
~~FOR~~
~~AGAINST~~
~~ABSTAIN~~
~~1.         To approve the amendment to the Company’s 2006 Plan and to approve the performance-based provisions of the 2006 Plan.~~
¨ ¨ ¨
~~Please be sure to sign and date~~
    ~~this proxy card in the box below.~~
~~Date~~
~~2.         In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.~~
             ~~Stockholder sign above                           Co-holder (if any) sign above~~
The Board of Directors recommends that you vote FOR Proposal 1. The shares represented by this proxy will be voted as specified herein. If not otherwise specified, such shares will be voted by the proxies FOR Proposal 1.
~~Please sign exactly as your name appears on this card.~~
~~PLEASE CHECK BOX IF YOU PLAN TO ATTEND~~
~~THE MEETING.~~
~~è  ¨~~

ñ ~~Detach above card, sign, date and mail in postage paid envelope provided.~~ñ

EXLSERVICE HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:30 A.M., Eastern Daylight Time on June 17, 2019, at 320 Park Avenue, 29th Floor, New York, New York 10022, and any adjournment or postponement thereof. The undersigned hereby also authorize(s) the proxy, in his discretion, to vote on any other business that may properly be brought before the meeting or any adjournment or postponement thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, and accordingly, will be voted FOR each of the Board of Directors’ nominees for director specified in Proposal 2, and FOR Proposals 1, 3 and 4, unless a contrary choice is specified, in which case the proxy will be voted as specified. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated on or about April 26, 2019, and the Proxy Statement furnished therewith. Continued and to be signed on reverse side

~~Your Vote is Important.~~

~~Please complete, sign, date and promptly return this proxy using the enclosed postmarked envelope.~~

~~IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.~~

	Executive Leadership			Board Experience

	Finance and Accounting			Client and Industry Expertise

	Global Experience			Risk Oversight / Management

Class I Board Nominations
Name (Year Joined Board)	Principal Occupation*	Committee Membership
Rohit Kapoor (November 2002)	Co-founder of EXL Inc. in April 1999; Vice Chairman and CEO of the Company since April 2012	N/A
Anne Minto (March 2013)	Qualified lawyer and member of Law Society of Scotland; former executive of Centrica plc, Shell UK and Smiths Group plc; non-executive director for Tate and Lyle and Shire plc (2010-2018)	Compensation Committee(Chair), Nominating and Governance Committee
Jaynie Studenmund (September 2018)	Former Chief Operating Officer of Overture Services, Inc.; Director for CoreLogic, Inc. and Pinnacle Entertainment, Inc.	Audit Committee, Compensation Committee

	Company 3 Year Performance Revenue and Segment Information ($ in millions)
	Revenue (Year-over-year growth %)
	2016	YOY%	2017	YOY%	2018	YOY%
Insurance Segment	$206.3	3.2%	$234.8	13.8%	$258.1	9.9%
Healthcare Segment	68.7	24.4%	77.0	12.2%	84.4	9.6%
Travel, Transportation and Logistics Segment	69.4	11.4%	71.0	2.3%	70.2	-1.0%
Finance and Accounting Segment	79.4	1.2%	86.5	9.0%	97.9	13.2%
All Other	96.5	-12.7%	83.1	-13.9%	87.2	4.8%
Analytics Segment	165.7	35.7%	209.9	26.7%	285.3	35.9%
Consolidated	$686.0	9.1%	$762.3	11.1%	$883.1	15.8%

2018 Standard Annual Compensation
Compensation Component	Rohit Kapoor	Vishal Chhibbar	Pavan Bagai	Nagaraja Srivatsan	Nalin Miglani
Salary	$720,000	$437,671	$301,448	$441,370	$440,137
Non-Equity Incentive Plan Compensation	532,748	173,210	133,946	172,987	164,579
Equity Awards	3,791,277	928,709	1,339,363	753,076	809,936
Other Compensation⁽¹⁾	61,484	11,465	74,407	8,640	8,640
Total	$5,105,509	$1,551,056	$1,849,164	$1,376,073	$1,423,292

Vice Chairman & CEO Compensation Mix		1 NEO Compensation Mix (Excluding Vice Chairman & CEO)

~~THE PROPOSAL~~		4

~~EXECUTIVE COMPENSATION~~		11

~~PRINCIPAL STOCKHOLDERS~~		39

~~STOCKHOLDER PROPOSALS FOR THE 2009 ANNUAL MEETING~~		41

~~MISCELLANEOUS~~		41

~~OTHER MATTERS~~		42

Filed by the Registrantx		Filed by a Party other than the Registrant¨

Check the appropriate box:

	~~(1)~~1)	Title of each class of securities to which transaction applies:

	~~(2)~~2)	Aggregate number of securities to which transaction applies:

	~~(3)~~3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(set~~ (set forth the amount on which the filing fee is calculated and state how it was determined):

¨	Fee paid previously with preliminary ~~materials.~~materials:


By Order of the Board of Directors

~~Amit Shashank~~
	Ajay Ayyappan
	Senior Vice President,
	General Counsel and Corporate Secretary

	Page
2019 PROXY STATEMENT SUMMARY	4
		~~Page~~

INFORMATION CONCERNING VOTING AND SOLICITATION	11

OUR BOARD OF DIRECTORS	15

CORPORATE GOVERNANCE	27

OUR EXECUTIVE OFFICERS	34

EXECUTIVE COMPENSATION	35

Compensation, Discussion and Analysis	35
Compensation Committee Report	52
Summary Compensation Table	53

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS	73

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	76

REPORT OF THE AUDIT COMMITTEE	77

PROPOSAL 1: AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A PHASED DECLASSIFICATION OF THE BOARD OF DIRECTORS OVER THE NEXT THREE YEARS	78

PROPOSAL 2: ELECTION OF DIRECTORS	80

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	82

PROPOSAL 4: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION	85

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2020 ANNUAL MEETING	87

MISCELLANEOUS	88

OTHER MATTERS	89

Named Executive Officers
Name	Title
Rohit Kapoor	Vice Chairman and CEO
Vishal Chhibbar	Executive Vice President and CFO
Pavan Bagai	President and Chief Operating Officer
Nagaraja Srivatsan	Executive Vice President and Chief Growth Officer
Nalin Miglani	Executive Vice President and Chief Human Resources Officer

		2018 (in thousands)
Audit Fees	$	1,425
Audit-Related Fees		—
Tax Fees		523
All Other Fees		54
Total	$	2,002

Class I (Term expires 2019)*	Class II (Term expires 2020)*	Class III (Term expires 2021)*
Rohit Kapoor	David Kelso	Deborah Kerr
Anne Minto	Som Mittal	Nitin Sahney
Jaynie Studenmund	Clyde Ostler	Garen Staglin
		Vikram Pandit**

	~~(4)~~4)	Proposed maximum aggregate value of transaction:

	~~(1)~~1)	Amount ~~previously paid:~~Previously Paid:

	4)	Date Filed:

	Executive Leadership Experience holding significant leadership positions, including as a CEO or head of a significant business, to help us drive business strategy, growth and performance.

	Finance and Accounting Experience with finance, accounting or financial reporting processes, to help drive financial performance.

	Global Experience Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.

	Board Experience Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.

	Client and Industry Expertise Experience with our key client industries, including insurance, healthcare, banking and financial services, finance/accounting, and our other capabilities, to help deepen our knowledge of our key industry verticals and markets in which we do business.

	Risk Oversight / Management Experience assessing and overseeing the overall risk profile of multinational public companies.


~~Name and Position~~	~~Dollar Value ($)~~	~~Number of Units~~2018 Meetings
Board	9
~~Steven Gruber, Director~~ Audit	$	~~See footnote(1)~~7
~~Edward Dardani, Director~~ Compensation	$	~~See footnote(1)~~6
Nominating and Governance
~~Kiran Karnik, Director~~	$	~~See footnote(1)~~
~~David Kelso, Director~~	$	~~See footnote(1)~~

~~Clyde Ostler, Director~~	$	~~See footnote(1)~~
~~Mohanbir Sawhney, Director~~	$	~~See footnote(1)~~

~~Garen Staglin, Director~~	$	~~See footnote(1)~~
~~All current executive officers as a group~~		—

~~Non-executive director group~~	$	~~See footnote(1)~~
~~Non-executive officer employee group~~		—7

Audit Committee Profile
	Oversight Responsibilities
Clyde Ostler, Chair* David Kelso* Vikram Pandit Nitin Sahney Jaynie Studenmund*	>Accounting and financial reporting processes. > Our independent registered public accounting firm’s appointment and independence. > The audit of our financial statements and internal audit function. > Other key areas including cybersecurity, litigation, compliance and regulatory enforcement matters.
*Audit committee financial expert under applicable SEC rules and regulations.

Name	Position	Biographical Information
Rohit Kapoor (age 54)	Vice Chairman and CEO	See section entitled “Our Board of Directors” above.
Ajay Ayyappan (age 41)	Senior Vice President, General Counsel and Corporate Secretary	Mr. Ayyappan has served as our Senior Vice President, General Counsel and Corporate Secretary since December 2018 and our Vice President, Acting General Counsel and Corporate Secretary since August 2018. He previously served as Vice President, Deputy General Counsel and Assistant Secretary from April 2014 to August 2018 and Vice President and Assistant General Counsel from March 2007 to March 2014. Prior to joining us, Mr. Ayyappan was a corporate associate at the law firm of Morgan, Lewis & Bockius LLP.
Pavan Bagai (age 57)	President and Chief Operating Officer	Mr. Bagai has served as our President and Chief Operating Officer since April 2012, as our Chief Operating Officer from May 2008 to March 2012 and as Vice President, Head of Outsourcing Services of EXL India from June 2006 until April 2008. He previously served as Vice President, Research and Analytics of EXL India from December 2004 to May 2006, as Vice President, Operations of EXL India from November 2003 to November 2004 and as Vice President, Strategic Businesses of EXL India from July 2002 to November 2003. Prior to joining us, Mr. Bagai served in various capacities in several business areas across markets in Europe and Asia, including India, at Bank of America beginning in 1985.
Vikas Bhalla (age 47)	Executive Vice President and Head of Insurance	Mr. Bhalla has served as our Executive Vice President and Head of Insurance since January 2014, and as our Head of Outsourcing since November 2009. He previously served as Vice President, Operations of EXL India from June 2006 to October 2009 and as Vice President, Migrations, Quality and Process Excellence of EXL India from April 2002 to June 2006 and as Director, Quality Initiatives of EXL India from May 2001 to March 2002. From May 1998 to May 2001, Mr. Bhalla served in various capacities at General Electric, including as the Quality Leader and E-Business Leader for GE Plastics India.
Vishal Chhibbar (age 51)	Executive Vice President and CFO	Mr. Chhibbar has served as our Executive Vice President and CFO since April 2012 and as our CFO since June 2009. He has over 25 years of professional experience in finance. Prior to joining us, Mr. Chhibbar was with GE Capital in various leadership roles. Since 2005, Mr. Chhibbar has served as the Regional Head, Group Financial Planning for Strategy and Treasury for GE Capital, Australia and New Zealand. In 2004 and 2005, Mr. Chhibbar was Chief Financial Officer for GE Capital, South Korea. From 1998 to 2004, Mr. Chhibbar was the Chief Financial Officer for GE Capital, Indonesia and Malaysia. Mr. Chhibbar is a Chartered Accountant and an Associate Member of CPA, Australia.
Samuel Meckey (age 48)	Executive Vice President	Mr. Meckey has served as an Executive Vice President since November 2018. Prior to joining us, Mr. Meckey served as President of UnitedHealth Group’s Optum Global Solutions and before that has held various executive roles at UnitedHealth Group, where he was employed from May 2004 to June 2018. Prior to joining UnitedHealth Group, Mr. Meckey was an officer and naval aviator in the United States Navy from May 1992 to August 2002.
Nalin Miglani (age 58)	Executive Vice President and Chief Human Resource Officer	Mr. Miglani has served as our Executive Vice President, Chief Human Resource Officer since December 2014. Mr. Miglani is responsible for the global human resources function at the Company. Prior to joining the Company, he was the Chief HR and Corporate Development Officer for Nutreco, based in Amsterdam, Netherlands, from March 2013 to November 2014. Mr. Miglani also served as the Chief HR and Communications Officer for Tata Global Beverages Company, London, UK, from June 2008 to February 2013. In addition, Mr. Miglani held various global and regional HR leadership roles around the world during his career at The Coca-Cola Company and British American Tobacco.
Nagaraja Srivatsan (age 52)	Executive Vice President and Chief Growth Officer	Mr. Srivatsan joined the Company as Executive Vice President and Chief Growth Officer in December 2016. Mr. Srivatsan is responsible for overseeing our sales and marketing, consulting, and strategy functions. Previously, he worked at Cognizant Technology Services beginning in 2002, where he served as Senior Vice President and Venture Partner, working with emerging businesses and ventures in the healthcare and life science industry. Mr. Srivatsan was Senior Vice President of Client Solutions at Silverline Technologies from 2001 to 2002, Chief technology Officer and Executive Vice President of Global Delivery at SeraNova from 1998 to 2001, and a Director at SEI Information Technology from 1992 to 1998.

What We Do
ü Align Our Executive Pay with Performance	Link a significant portion of each NEO’s total compensation to the achievement of specific performance goals, as described below. Variable compensation is “at-risk” and rewards performance and contributions to both short- and long-term financial performance.
ü Use Appropriate Peer Groups When Establishing Compensation	Established a peer group to help us review market practices and design a competitive compensation program. The criteria for peer group selection include similar market capitalization, scope of operations, potential mobility of talent and industry alignment. Set compensation of our executive officers at levels that we believe are appropriate relative to the compensation paid to similarly situated officers of our peers, giving consideration to market and other factors.
ü Ensure Equity Compensation Best Practices	Design equity incentives to encourage our executives to maintain a long-term view of stockholder value creation, to encourage retention & to ensure a significant portion of the award is performance-based. Hold dividends accrued under our equity awards, if any, until the recipient vests in the underlying shares or units.
ü Maintain an Independent Compensation Committee	Compensation decisions for our NEOs are approved by a Compensation Committee composed of non-employee independent directors. Compensation Committee is advised by an independent consultant who reports directly to the Compensation Committee & provides no other services to the Company or management.
ü Mitigate Risks	Mix and design of our compensation programs serves to mitigate operational, financial, legal, regulatory, strategic & reputational risks.
ü Maintain a Clawback Policy	Maintain a compensation recovery policy that allows the Company to recover compensation (including both cash and/or equity awards) previously paid to one or more officers in the event of a financial restatement caused by noncompliance with reporting requirements that impacts the applicable performance metric if, in the opinion of our Board or Compensation Committee, the identified executive’s misconduct was a material factor causing the restatement.
ü Maintain a Robust Stock Ownership Policy	Maintain a stock ownership policy that requires our CEO to maintain stock ownership equal to at least six times his base salary and that requires the other members of our executive committee to maintain stock ownership of at least two times their respective base salaries. Covered executives have five years from Dec. 2014 (or, if later, their hire date) to attain the required stock ownership levels. We maintain a similar stock ownership policy for our non-employee directors that requires directors to maintain stock ownership of at least five times their respective annual retainers. As of December 31, 2018, all covered executives and directors were in compliance with the stock ownership policy.

What We Don’t Do
û No Option Repricing	We prohibit option repricing without stockholder approval.
û No Excessive Overhang or Dilution	We do not have excessive overhang or dilution from equity grants.
û No Excessive Perquisites	We provide our named executive officers with only limited perquisites and personal benefits that serve an important business purpose in addition to the regular benefits offered to all employees. We consider the perquisites and personal benefits that we offer to our executives in India to be customary benefits which allow us to remain competitive for top talent.
û No Tax Gross-Ups	We do not provide “gross-ups” to any of our named executive officers, including gross-ups for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).
ûNo Hedging or Pledging	We maintain a policy that prohibits our officers and directors subject to the requirements of Section 16 of the Exchange Act, which includes our executive officers, from engaging in any hedging transactions with respect to Company stock directly or indirectly owned by any of them. In addition, under this policy, Reporting Persons are only permitted to pledge shares of our stock that exceed those required to be owned under our Stock Ownership Policy described above.

	–
~~Similar Business~~		~~Comparable Market~~ ~~Capitalization~~For Mr. Kapoor, our board of directors receives a self-evaluation prepared by Mr. Kapoor and ~~Revenues~~	~~Newly Public Companies~~

~~Cognizant Technology Solutions Corporation~~		~~The Hackett Group, Inc.~~	~~Blackbaud, Inc.~~
~~Infosys Technologies~~ ~~Limited~~		~~CSC Covansys Corporation~~	~~Blackboard Inc.~~

~~Gevity HR, Inc.~~		~~Diamond Management & Technology Consultants, Inc.~~	~~Huron Consulting Group Inc.~~
~~CapGemini Financial~~ ~~Services International Inc.~~		~~FirstConsulting Group Inc.~~	~~Leadis Technology, Inc.~~

~~Syntel, Inc.~~		~~iGate Corporation~~	~~Salesforce.com, Inc.~~
~~Wipro Limited~~		~~LECG Corporation~~	~~Volterra Semiconductor Corporation~~

		~~MTC Technologies Inc.~~
		~~Ness Technologies Inc.~~	provides feedback to our Chairman. Our Chairman then discusses the consolidated feedback from the board of directors with our Compensation Committee. Our board of directors and Compensation Committee evaluates the self-evaluation and feedback as well as Mr. Kapoor’s performance, leadership accomplishments and overall competence and evaluates the achievement of established objectives.

Peer Group Companies
Blackbaud	Genpact Limited
Convergys Corporation⁽¹⁾	LiveRamp Holdings
CSG Systems International, Inc.	Sykes Enterprises
DST Systems⁽²⁾	Virtusa
EPAM Systems	WNS (Holdings) Limited

Compensation Component	Description	Objectives
Base Salary	>Fixed compensation that is reviewed annually and is based on performance, experience, responsibilities, skill set and market value.	>Provide a base level of compensation that corresponds to the job function performed. >Attract, retain, reward and motivate qualified and experienced executives.
Annual Incentives	>“At-risk” compensation earned based on performance measured against pre-established annual goals. >Goals are tailored to each executive’s position.	>Incentivize executives to achieve annual goals that ultimately contribute to long-term company growth and stockholder return.
Long-Term Incentives	>“At-risk” compensation in the form of restricted stock unit awards whose value fluctuates according to stockholder value. >50% of the award vests based on continued service. >50% vests based on achievement of revenue and total stockholder return goals.	> Align executive interests with those of stockholders. >Reward continuous service with the company. >Incentivize executives to achieve goals that drive company performance over the long-term.
Other Benefits	>Broad-based benefits provided to company employees (e.g., health and group insurance), a retirement savings plan and other personal benefits where appropriate.	>Provide a total compensation package that is competitive with the marketplace and addresses unique needs, especially for overseas executives.
Severance and Change in Control Protections	>Protect executives during potentially tumultuous corporate transaction. >Provide reduced post-employment compensation upon other involuntary terminations.	>Allow executives to focus on generating stockholder value during a change in control transaction. >Provide market-competitive post-employment compensation recognizing executives likely require more time to find subsequent employment.

Individual Performance	•>	The degree to which the executive met and exceeded expectations.
Market Data	~~Individual performance.~~~~As described above under “Our Compensation Committee’s Processes,” base salary increases take into account individual performance and competence assessments.~~>

	•		~~Market data specific to the executive’s position, where applicable~~~~. As noted above, our Compensation Committee used certain geographical~~Geographical and market data to test ~~for~~ reasonableness ~~and competitiveness~~ of ~~base salaries, but we also exercised subjective judgment based on the rapid growth~~compensation.
Overall Compensation Mix	>	Senior employees should have a greater portion of ~~our industry and in view of our~~their compensation ~~objectives.~~ tied to increasing stockholder value.

Name	2017 Base Salary / Annual Fixed Compensation (Effective April 1, 2017)		2018 Base Salary / Annual Fixed Compensation (Effective April 1, 2018)		% Increase / Decrease
Rohit Kapoor	$	620,000	$	720,000⁽²⁾	16.13%
Vishal Chhibbar		400,000		450,000	12.50%
Pavan Bagai		360,106⁽¹⁾		407,077⁽³⁾	13.04%
Nagaraja Srivatsan		415,000		450,000	8.43%
Nalin Miglani		410,000		450,000	9.76%

~~Vikram Talwar~~	(3)	~~416,667~~
~~Rohit Kapoor~~		~~416,667~~
~~Matt Appel~~		~~312,500~~
~~Amit Shashank~~		~~290,625~~
~~Narasimha Kini~~		~~192,520~~
~~Pavan~~The exchange rate used for the annual fixed compensation conversion from Indian rupees to U.S. dollars for Mr. Bagai		~~178,459~~ was 63.87 INR to 1 USD, which was the exchange rate on December 31, 2017.

Name	Bonus Target	Bonus Maximum
Rohit Kapoor	150% of base salary	300% of base salary
Vishal Chhibbar	75% of base salary	150% of base salary
Pavan Bagai	75% of annual fixed compensation	150% of annual fixed compensation
Nagaraja Srivatsan	75% of base salary	150% of base salary
Nalin Miglani	75% of base salary	150% of base salary

	>
~~Name~~		~~Bonus Target~~
~~Vikram Talwar~~		~~75%~~Performance Measures. Our executives were eligible to earn annual bonuses based on their achievement of ~~base salary; maximum bonus of 150% of base salary~~
~~Rohit Kapoor~~		~~75% of base salary; maximum bonus of 150% of base salary~~
~~Matt Appel~~		~~50% of base salary; maximum bonus of 100% of base salary~~
~~Amit Shashank~~		~~40% of base salary; maximum bonus of 80% of base salary~~
~~Narasimha Kini~~		~~35% of base salary from January 1 through March 31, 2007;~~ ~~50% of base salary from April 1 through December 31, 2007; maximum bonus equal to~~company-wide performance metrics, business line or other company performance metrics and individual performance, as described in the ~~sum of 70% of base salary from January 1 through March 31, 2007 and 100% of base salary from April 1 through December 31, 2007~~
~~Pavan Bagai~~		30% of fixed compensation from January 1 through March 31, 2007; 40% of fixed compensation from April 1 through December 31, 2007; maximum bonus equal to the sum of 60% of fixed compensation from January 1 to March 31, 2007 and 80% of fixed compensation from April 1 to December 31, 2007tables below.

Name	Company-Wide Performance⁽¹⁾	Individual Performance	Business Line or Other Company Performance⁽²⁾
Rohit Kapoor	65%	15%	20%
Vishal Chhibbar	60%	20%	20%
Pavan Bagai	65%	15%	20%
Nagaraja Srivatsan	60%	20%	20%
Nalin Miglani	60%	20%	20%

Adjusted PBT Goals		Revenue Goals
% of Adjusted PBT Achieved Compared to Target Goal	% of Target Portion Funded	% of Revenues Achieved Compared to Target Goal	% of Target Portion Funded
Less than 90%	0%	Less than 90%	0%
At 90%	25%	At 90%	25%
From 90% to 100%	Linear interpolation from 25% to 100%	From 90% to 100%	Linear interpolation from 25% to 100%
At 100%	100%	At 100%	100%
From 100% to 110%	Linear interpolation from 100% to 200%	From 100% to 110%	Linear interpolation from 100% to 200%
Above 110%	200%	Above 110%	200%

Name	Earned 2018 Incentive Bonus ($)
~~Name~~Rohit Kapoor		~~Bonus ($)~~532,748
~~Vikram Talwar~~ Vishal Chhibbar		~~306,369~~173,210
~~Rohit Kapoor~~ Pavan Bagai⁽¹⁾		~~306,369~~133,946
~~Matt Appel~~ Nagaraja Srivatsan		~~216,375~~172,987
~~Amit Shashank~~ Nalin Miglani	164,579

	~~130,449~~
~~Narasimha Kini~~ (1)		~~123,419~~
~~Pavan~~The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Mr. Bagai		~~125,379~~ was69.77 INR to 1 USD, which was the exchange rate on December 31, 2018.


Name	Restricted Stock (#)	Stock Options (#)
Vikram Talwar	75,000	—
Rohit Kapoor	75,000	—
Matt Appel	17,000	100,000
Amit Shashank	10,000	—
Narasimha Kini	10,000	—
Pavan Bagai	15,000	—