Genpact Limited (G) 8-KDeparture of Directors or Certain Officers

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On November 29, 2023, Genpact Limited (the “Company”) and Kathryn Stein, its Senior Vice President, Chief Strategy Officer and Global Business Leader, Enterprise Services and Analytics, agreed that Ms. Stein would separate from the Company, effective January 12, 2024 (the “Separation Date”). The Company expressed its appreciation for Ms. Stein’s contributions and service to the Company.

In connection with Ms. Stein’s departure, Ms. Stein and the Company entered into a separation agreement and general release (the “Separation Agreement”), dated November 29, 2023, confirming the terms of Ms. Stein’s separation from the Company. Pursuant to the Separation Agreement and subject to Ms. Stein’s non-revocation of a general release of claims in favor of the Company and its affiliates, Ms. Stein is entitled to receive the following payments and benefits on or after the Separation Date: (i) a lump sum payment of $650,000, less applicable deductions, equaling Ms. Stein’s unpaid annual bonus for calendar year 2023, (ii) a lump sum payment in an amount equal to any benefits accrued and due to Ms. Stein under any applicable benefit plans and programs of the Company, less applicable deductions, (iii) severance payments equal to six months of Ms. Stein’s base salary, plus seven additional weeks of her base salary based on her years of service with the Company, or $413,000, less applicable deductions, to be paid in equal installments over the 12-month period following the Separation Date, (iv) a lump sum payment of $60,606, less applicable deductions, equaling the cost that would be payable by the Company to obtain continued heath care coverage for Ms. Stein and her spouse and eligible dependents, as applicable, under the Company’s employee group health plan for the 18-month period following the Separation Date, and (v) a lump sum payment of $21,000, less applicable deductions, equaling Ms. Stein’s pro-rated unpaid annual bonus for calendar year 2024.

In addition, with respect to certain of Ms. Stein’s outstanding and unvested options, restricted share unit awards and performance share awards, the Separation Agreement provides for accelerated vesting of such equity awards with respect to the number of shares that would have vested had Ms. Stein continued in employment or service for a period of 12 months following the Separation Date. Unvested option awards held by Ms. Stein that are subject to accelerated vesting pursuant to the Separation Agreement (as well as any previously vested portion of such options) will remain exercisable for a period of six months following the Separation Date (or, if earlier, until the expiration of the term of such option). The severance benefits set forth herein are subject to Ms. Stein’s compliance with certain non-competition and non-solicitation covenants for a period of one year after the Separation Date.

In addition to the non-competition and non-solicitation covenants described above, the Separation Agreement also provides for, among other things, a release of claims by Ms. Stein in favor of the Company and its affiliates and continuing confidentiality, non-disparagement and cooperation obligations applicable to Ms. Stein.

The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.