ExlService Holdings, Inc. Chairperson Compensation Term Sheet for Vikram Talwar
This agreement outlines the compensation and benefits for Vikram Talwar as Chairperson of the Board of ExlService Holdings, Inc., starting April 1, 2011. Mr. Talwar will receive an annual retainer and meeting fees as determined by the Board, a 2010 annual bonus under specific conditions, and continued vesting of equity awards while serving as Chairperson. He is also entitled to certain benefits in India, such as automobile expenses, a home office, an executive assistant, health coverage, and personal security, until March 31, 2013 or his departure from the Board. Mr. Talwar is responsible for all applicable taxes.
Exhibit 10.1
| ExlService Holdings, Inc. (the “Corporation”) Term Sheet for Board Chairperson Vikram Talwar | ||
| Position | Chairperson of the Board of Directors of the Corporation (the “Board”) | |
| Term | Begins April 1, 2011 | |
| Annual Retainer | To be paid from April 1, 2011. Amount to be decided by the Board or Compensation Committee. | |
| Meeting and Other Fees | Based on the Corporation’s standard terms for Board members. | |
| 2010 Annual Bonus | Notwithstanding the Corporation’s bonus policy, amount to be paid at the same time and subject to the same performance conditions as would have applied had Mr. Talwar not given notice of his intention to end his employment term on March 31, 2011. | |
| Vesting of Outstanding Equity Awards | Mr. Talwar’s outstanding and unvested equity awards shall continue to vest according to their respective vesting schedules so long as Mr. Talwar continues to serve as Chairperson. | |
| Benefits After March 31, 2011 | Mr. Talwar shall be entitled to the following benefits until the earlier of (1) March 31, 2013 or (2) Mr. Talwar’s departure from the Board:
• Automobile and automobile-related expenses in India consistent with his existing employment agreement.
• Home office in India consistent with his existing employment agreement.
• Use of a full time executive assistant in India.
• Corporation to (a) pay on behalf of Mr. Talwar and his dependents the cost of continued coverage under the Corporation’s group medical plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or (b) provide health benefits to Mr. Talwar and his dependents consistent with the benefits in effect on March 31, 2011.
• Personal security for Mr. Talwar and his immediate family in India consistent with his existing employment agreement. | |
| Taxes | Mr. Talwar will be responsible for all taxes applicable to the compensation and benefits set forth herein. | |
