(a)

During the Employment Term, the Company will continue to pay Employee’s bi-weekly salary of Twenty-Five Thousand Dollars ($25,000.00), less applicable deductions and withholdings, to be paid on the regularly scheduled pay dates, and in a regular manner consistent with Genpact’s normal payroll practices during the Employment Term. Any monies earned during the Employment Term paid after the Date of Termination will be paid pursuant to the terms of this Paragraph 1(a) on a prorated basis for that pay period pursuant to applicable law;

(b)

During the Employment Term, Employee will accrue the same employee benefits that Employee was receiving prior to the commencement of the Employment Term, pursuant to the terms and conditions of the applicable controlling benefit plan documents;

(c)

During the Employment Term, Employee will assist on special projects as designated by Genpact, if needed, in addition to cooperating in good faith with the Company in its efforts to transfer Employee’s duties;

(d)

The Company may terminate Employee’s employment for Cause (as that term is defined in the Employment Agreement), as determined in the Company’s sole discretion, at any time during the Employment Term. If Employee is terminated for Cause during the Employment Term, Employee shall only be entitled to receive those payments set forth in Paragraph 5(b) of the Employment Agreement, subject to Employee signing this Agreement, and the Release of Claims attached as Exhibit A to this Agreement becoming irrevocable;

(e)

Should Employee’s employment end prior to January 12, 2024, the date of Employee’s actual termination shall be the Date of Termination. Subject to all conditions herein, including Employee’s execution and non-revocation of this Agreement and the Release of Claims attached hereto as Exhibit A, if Employee’s employment ceases in accordance with Paragraph 5(c) of the Employment Agreement, Employee shall be entitled to receive the benefits set forth in Paragraph 5(c);

(f)

Effective on the Date of Termination, Employee and/or her dependents (who are qualified beneficiaries) may be eligible to continue such coverage at her (or their) own expense for the duration of the period for which she is (or they are) eligible pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All coverage provided to Employee and/or her dependents pursuant to this Paragraph shall be subject to the provisions of the applicable insurance policies and the continuation provisions of COBRA (and any changes or amendments with respect to such plans, policies or statute); and

(g)

For the avoidance of doubt, the terms and conditions of Section 4(c) of the Employment Agreement remain in effect after the Termination Date.

i.

On the Date of Termination, or as soon as practicable following such Date of Termination and in accordance with applicable law, it will pay Employee, in a lump sum,

(a)

Six Hundred Fifty Thousand Dollars ($650,000), equaling Employee’s unpaid annual bonus for calendar year 2023, less applicable deductions.

(b)

any benefits accrued and due to Employee under any applicable benefit plans and programs of the Company, less applicable deductions.

ii.

It will also pay Employee,

(a)

a severance payment in equal installments over the twelve-month period following the Date of Termination and in accordance with the Company’s normal payroll practices, in an amount equal to six months of base salary plus seven additional weeks of base salary based on Employee’s years of service with the Company or Four Hundred Thirteen Thousand Dollars ($413,000), less applicable deductions.

(b)

within sixty days of the Date of Termination, an ex gratia amount of  Sixty Thousand Six Hundred Six Dollars ($60,606), less applicable deductions, equaling the cost that would be payable by the Company, as measured as of Employee’s Date of Termination, to obtain continued health care coverage for Employee and the Employee’s spouse and eligible dependents, as applicable, under the Company’s employee group health plan for the eighteen-month period following the Date of Termination, at the level in effect for each of them on the Date of Termination.

(c)

within sixty days of the Date of Termination, an ex gratia amount of Twenty One Thousand Dollars ($21,000), less applicable deductions, equaling on a prorated basis, Employee’s unpaid annual bonus for calendar year 2024.

(e)

For the avoidance of doubt, any other equity awards except those referenced herein that Employee has been awarded that are unvested as of the Termination Date will terminate and forfeit at the Termination Date.

(a)

all claims for any alleged unlawful denial of leave, discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under any of the following, and any equivalent statutes under applicable state or local law, including any amendments thereto, the Occupational Safety and Health Act; the Environmental Protection Act; the Toxic Substances Control Act, the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964; the National Labor Relations Act; the Workers Adjustment and Retraining Notification Act; The Civil Rights Act of 1991, 42 U.S.C. Sections 1981,1983,1985, and 1988; the Age Discrimination in Employment Act (the “ADEA”); the Older Workers Benefit Protection Act (the “OWBPA”); the Equal Pay Act; the Fair Credit Reporting Act; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Civil Rights Acts; the Fair Labor Standards Act; the Racketeer Influenced and Corrupt Organizations Act; the Sarbanes-Oxley Act, the Immigration Reform and Control Act; the fair employment laws of the United States and New York including but not limited to the New York Equal Pay Law, the New York Adoptive Parents' Child Care Leave Law, the New York Labor Law, the New York Civil Rights Law, the New York State Human Rights Law, the New York City Human Rights Law, the New York Whistleblowers Act, the New York Executive Laws, the New York General Obligations Law and all amendments thereto, New York City Human Rights Law, the New York City Administrative Code §§ 8-101 et seq., the New York City Administrative Code, including but not limited to Title 8, Chapter 1 and Title 20, Chapter 8, the Fair Chance Act, the New York City Local Civil Rights Restoration Act, New York General Obligations Law, the Stop Sexual Harassment in New York City Act, the New York State Labor Laws, the New York State wage and hour laws and all wage orders; the New York State Employment Laws; the New York State Labor Laws; the United States and New York State Constitutions and the common law of New York and the United States;

(b)

all claims for alleged breach of contract (whether express, implied or oral); breach of the covenant of good faith and fair dealing; promissory estoppel; breach of personnel policies or employee handbooks; torts, defamation; slander; infliction of emotional distress; post traumatic stress disorder; negligence; fraud; misrepresentation; violation of public policy; claims for physical or emotional injury; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; and violation of any other principle of common law;

(c)

(d)

all claims related to any equity grants under any Genpact Limited, Genpact Corporation or any affiliated entity’s equity compensation plan, including but not limited to restricted share units, performance share units and stock options; and

(e)

all claims for back pay, front pay, reinstatement, any equitable relief, compensatory damages, damages for alleged pain and suffering, punitive damages, liquidated damages, and any claim for attorneys’ fees, costs, disbursements, and interest; provided however that nothing in this Release shall release the Company from any of its obligations to Employee under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release is conditioned) or any rights Employee may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company or any insurance coverage under any directors and officers insurance or similar policies or any benefits vested and accrued as of the date hereof which Employee has under any ERISA benefit plan.

(a)

Employee represents that, by signing this Agreement, she has agreed to release and waive any claims that she could have brought against the Company to the maximum extent waivable by law, except for any claims, charges or complaints filed with the Securities and Exchange Commission (SEC), which Employee may file before or after the Date of Termination.

(b)

Except for any claims, charges or complaints filed with the SEC, which Employee may file before or after the Date of Termination, Employee represents that Employee has not filed any claims or causes of action of any kind against the Releasees with any local, state or federal agency, court or tribunal, nor does Employee have any knowledge or reason to believe that anyone else has filed such a charge or complaint on Employee’s behalf.  Subject to Paragraph 15, to the maximum extent permitted by law, Employee promises never to: i) file, prosecute, join, opt-in or participate in a lawsuit (including a collective, class or representative action) or other complaint or charge asserting any claim released in this Agreement; ii) knowingly bring or participate in any action against any Releasee under any unfair competition law or private attorney general law of any jurisdiction, nor shall Employee participate as a class representative, class member or aggrieved employee in any current or future class, collective, representative or private attorney general actions against any Releasees relating to any claim released in this Agreement, including, without limitation, any potential class, collective and/or representative action, whether currently pending or filed after the effective date of this Agreement; or iii) seek any damages, remedies, or other relief for Employee personally (any right to which Employee hereby waives and promises never to accept) with respect to any claim released in this Agreement, except with respect to any claims, charges or complaints filed with the SEC before or after Employee’s Date of Termination.  If Employee should file such a charge or complaint, or if any agency shall ever assume jurisdiction against the Releasees on behalf of Employee, she will be bound by Employee’s waiver and general release herein and Employee will not accept any benefit or remedy which may be awarded as a result of such charge(s) or complaint(s) to the maximum extent permissible by law, except this does not limit Employee's right to receive an award for information provided to the SEC staff or any other securities regulatory agency or authority.

(c)

As of the date of signing this Agreement, Employee is not aware of any violations of law by any of the Releasees.  As part of this settlement, to the maximum extent permissible by law, Employee specifically waives, releases and disclaims any interest in any claim release by this Agreement purportedly asserted on Employee’s behalf in any current or future class, collective, private attorney general and/or representative actions, except the foregoing shall not apply to any claim, charge or complaint filed with the SEC, which Employee may file before or after the Date of Termination.  Employee further agrees that Employee will opt-out of or not opt-in to (as the case may require) any such current or future actions which have been or may be filed against any of the Releasees and, if Employee fails or refuses to do so, this Agreement may be used as Employee’s binding agreement to effectuate that intended outcome, except the foregoing shall not apply to any claim, charge or complaint filed with the SEC, which Employee may file before or after the Date of Termination.

(d)

Employee represents that as of the date of signing this Agreement, Employee has not made any claims or allegations related to sexual harassment, sexual assault or sexual abuse against Genpact, and as of the date of Employee signing this Agreement, Employee does not have any claims related to sexual harassment, sexual assault or sexual abuse against Genpact.

(a)

Subject to Paragraph 16, including Employee’s right to file a claim, charge or complaint with the SEC before or after the Date of Termination, Employee understands and agrees that the existence and terms of this Agreement are strictly confidential.  Employee agrees that she will not disclose the terms and conditions of this Agreement except to Employee’s immediate family (spouse or significant other, children and parents), counselors, tax advisors and attorneys and only if such individuals agree to the confidentiality provisions herein.  Unless compelled to testify at a deposition, administrative proceeding, trial, or as required by law, government rule or regulation, Employee shall refrain from issuing any article, memorandum, release, publicity or statement, whether oral or written, concerning the terms or conditions of this Agreement to the public.  Subject to the exceptions in Paragraph 16 and elsewhere in this Agreement, if contacted or subpoenaed by a third party or attorney wherein it is apparent that Employee may be asked to disclose confidential information in violation of this provision, Employee shall, as soon as possible, but in no event later than three (3) business days after receiving such notice, provide written notification to Richard D. Sutton, Vice President and Legal Counsel, Human Resources, Genpact, 521 Fifth Avenue, 14^th Floor, New York, NY 10175.

(b)

Employee agrees and acknowledges that during the course of her employment, Employee was exposed to confidential and proprietary business information about the Releasee’s businesses, including, but not limited to, information about its customers, their needs, and ongoing work being performed on behalf of the Releasees as well as potential business opportunities and Genpact’s sales strategy and analysis in addition to confidential and proprietary business information about Genpact’s clients, trade secrets, consultant contracts, customer lists, client financial information such as costs, revenues and billing, company financial projections, sources of supply, employment information and production, pricing policies, operational methods, notes, other confidential documents, manuals, security access, equipment, methods, processes, systems, techniques, inventions, machines, computer programs, and any and all other tangible items whether or not so labeled, and other business affairs of the Releasees and their clients learned by Employee at any time (“Confidential Information”).  Subject to Paragraph 16, Employee agrees to keep secret and not use, except for the purpose of the performance of her role for the Company, all Confidential Information that Employee received during the course of her employment and agrees not to disclose Confidential Information of Genpact, its subsidiaries, affiliates and related companies, and Genpact’s clients to anyone outside of Genpact.

(c)

All memoranda, notes, lists, records, documents whether or not labeled “Confidential” (and all copies thereof), made or compiled by Employee or made available to Employee concerning Genpact, whether at home or at work shall be Genpact’s property and shall be delivered to Genpact promptly upon the execution of this Agreement.

(d)

Employee’s confidentiality obligations under this Agreement are in addition to, and not in place of, any existing confidentiality agreements previously entered into between Employee and the Company, or any common law duties of confidentiality that Employee otherwise owes to the Company.

(a)

Noncompetition. In consideration of the payments by the Company to Employee pursuant to this Agreement, Employee hereby covenants and agrees that, during the Employment Term and for the twelve-month period following the Date of Termination, Employee shall not, without the prior written consent of the Company, be employed by, engaged by, or otherwise assist, either as an individual on his or her own or as a partner, joint venturer, employee, agent, consultant, officer, trustee, director, owner, part-owner, shareholder, or in any other capacity, directly or indirectly, any of the entities listed on the competitor list attached as Exhibit B hereto, or any successor or affiliates of such entity. The foregoing restriction shall not include the passive ownership of securities in any entity listed on Exhibit B and exercise of rights appurtenant thereto, so long as such securities represent no more than two percent of the voting power of all securities of such enterprise. For the avoidance of doubt, the non-competition restrictive covenants set forth herein and in the Employment Agreement supersede any non-competition restrictive covenants in any equity award agreements that Employee has executed with Genpact.

(b)

(c)

(d)

The parties agree that the provisions of this paragraph are reasonable and necessary. Employee understands that the provisions of Paragraphs 14(a) and 14(b) may limit Employee’s ability to earn a livelihood in a business similar to the Company’s business but she nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Employee, and (v) the consideration provided hereunder is sufficient to compensate Employee for the restrictions contained in Paragraphs 14(a) and 14(b). In consideration of the foregoing and in light of Employee’s education, skills and abilities, Employee agrees that Employee shall not assert that, and it should not be considered that, any provisions of Paragraphs 14(a) and 14(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although Employee and the Company consider the restrictions contained in Paragraphs 14(a) and 14(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(a)

The right to have the covenants contained in Paragraphs 12, 13, or 14 specifically enforced by any court having equity jurisdiction, it being agreed that any such breach or threatened breach will cause irreparable injury to Genpact and that money damages will not provide adequate remedy to Genpact.

(b)

The right to require Employee to account for and pay over to Genpact all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by Employee as the result of any transactions constituting a breach of any of the covenants contained in Paragraphs 12, 13, or 14.

(c)

The right to require Employee: i) to forfeit all Benefits received under this Agreement, including but not limited to the Consideration; and ii) immediately return all monies received and forgive all rights to future payments under this Agreement.

(a)

Except as otherwise provided in Paragraph 20(b) below, this Agreement is made and entered into in the State of New York and shall in all respects be interpreted, governed and enforced under the laws of the State of New York.  In the event that either party moves to enforce the terms of this Agreement or pursue a claim for the breach of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.  Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

(b)

Notwithstanding the foregoing, any claims not covered by this Agreement or not released by this Agreement shall be subject to mandatory arbitration if Employee has previously executed a mandatory arbitration agreement with the Company.

(a)

all claims for any alleged unlawful denial of leave, discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under any of the following, and any equivalent statutes under applicable state or local law, including any amendments thereto, the Occupational Safety and Health Act; the Environmental Protection Act; the Toxic Substances Control Act, the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964; the National Labor Relations Act; the Workers Adjustment and Retraining Notification Act; The Civil Rights Act of 1991, 42 U.S.C. Sections 1981,1983,1985, and 1988; the Age Discrimination in Employment Act (the “ADEA”); the Older Workers Benefit Protection Act (the “OWBPA”); the Equal Pay Act; the Fair Credit Reporting Act; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Civil Rights Acts; the Fair Labor Standards Act; the Racketeer Influenced and Corrupt Organizations Act; the Sarbanes-Oxley Act, the Immigration Reform and Control Act; the fair employment laws of the United States and New York including but not limited to the New York Equal Pay Law, the New York Adoptive Parents' Child Care Leave Law, the New York Labor Law, the New York Civil Rights Law, the New York State Human Rights Law, the New York City Human Rights Law, the New York Whistleblowers Act, the New York Executive Laws, the New York General Obligations Law and all amendments thereto, New York City Human Rights Law, the New York City Administrative Code §§ 8-101 et seq., the New York City Administrative Code, including but not limited to Title 8, Chapter 1 and Title 20, Chapter 8, the Fair Chance Act, the New York City Local Civil Rights Restoration Act, New York General Obligations Law, the Stop Sexual Harassment in New York City Act, the New York State Labor Laws, the New York State wage and hour laws and all wage orders; the New York State Employment Laws; the New York State Labor Laws; the United States and New York State Constitutions and the common law of New York and the United States;

(b)

all claims for alleged breach of contract (whether express, implied or oral); breach of the covenant of good faith and fair dealing; promissory estoppel; breach of personnel policies or employee handbooks; torts, defamation; slander; infliction of emotional distress; post-traumatic stress disorder; negligence; fraud; misrepresentation; violation of public policy; claims for physical or emotional injury; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; and violation of any other principle of common law;

(c)

all claims for compensation of any kind, including without limitation, wages, vacation pay, commissions, bonuses, Genpact’s Variable Income Compensation Plan, expense reimbursements;

(d)

all claims related to any equity grants under any Genpact Limited, Genpact Corporation or any affiliated entity’s equity compensation plan, including but not limited to restricted share units, performance share units and stock options; and

(e)

all claims for back pay, front pay, reinstatement, any equitable relief, compensatory damages, damages for alleged pain and suffering, punitive damages, liquidated damages, and any claim for attorneys’ fees, costs, disbursements, and interest.

1.

She first received this Release of Claims on the date that she received the Agreement to which it is attached as Exhibit A;

2.

She understands that, in order for this Release of Claims to be effective, she may not sign it prior to the Date of Termination, but that if she wishes to receive the consideration, she must sign and return this Release of Claims no later than seven (7) days after the Date of Termination and no earlier than the Date of Termination;

3.

She has carefully read and understand this Release of Claims;

4.

She was given twenty-one (21) days to consider her rights and obligations under the Agreement and this Release of Claims and to consult with an attorney about both;

5.

As of the date of signing this Release of Claims, Employee has not made any claims or allegations related to sexual harassment, sexual assault or sexual abuse against Genpact, and as of the date of Employee signing this Agreement, she does not have any claims related to sexual harassment, sexual assault or sexual abuse against Genpact;

6.

She understands that this Release of Claims is LEGALLY BINDING and that by signing it she gives up certain rights;

7.

She has voluntarily chosen to enter into this Release of Claims and has not been forced or pressured in any way to sign it;

8.

She acknowledges and agrees that the consideration is contingent on execution of this Release of Claims, and EMPLOYEE KNOWINGLY AND VOLUNTARILY AGREES TO RELEASE the Company and the Releasees from any and all claims described above, known or unknown, in exchange for the benefits she has obtained by signing, and that these benefits are in addition to any benefit she would have otherwise received if she did not sign this Release of Claims;

9.

She has seven (7) days after she signs this Release of Claims to revoke it by notifying the Company in writing to the address listed in Paragraph 28 of the Agreement.  The Release of Claims will not become effective or enforceable until the seven (7) day revocation period has expired;

10.

This Release of Claims includes a WAIVER OF ALL RIGHTS AND CLAIMS THAT EMPLOYEE MAY HAVE under the ADEA and OWBPA; and

11.

This Release of Claims does not waive any rights or claims that may arise after this Release of Claims becomes effective, which is seven (7) days after she signs it, provided that she does not exercise her right to revoke it.