AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “ Agreement ”) dated as
of December 16, 2008 (the “ Effective Date ”), by and among EXLSERVICE HOLDINGS, INC ., a Delaware corporation (“
Holdings ” or the “ Company ”, and together with any subsidiaries of Holdings, the “ Companies ”), and Rohit Kapoor (the “
W I T N E S S E T H :
A. The Companies and Executive are currently parties to an Employment and Non-Competition Agreement dated as of
September 30, 2006 (the “ Current Employment Agreement ”).
B. The Company desires to continue to employ Executive, and Executive is willing to continue to be employed by the
Company, on the terms and conditions set forth in this Agreement, which amends and restates the Current Employment
Agreement to reflect Executive’s new title and responsibilities, effective the Effective Date.
C. Executive acknowledges that (i) Executive’s continued employment with the Company will provide Executive with trade
secrets of and confidential information concerning the Companies and (ii) the covenants contained in this Agreement are
essential to protect the business and goodwill of the Companies.
Accordingly, in consideration of the premises and the respective covenants and agreements of the parties set forth below,
and intending to be legally bound hereby, the parties agree as follows:
Section 1. Employment . The Company hereby continues to employ Executive, and Executive hereby accepts such
continued employment, on the terms and conditions set forth in this Agreement. Executive represents that Executive is not a
party to any agreement that restricts Executive’s right or ability to freely carry out Executive’s duties hereunder.
Section 2. Employment Term . Subject to the provisions of Section 7 of this Agreement, this Agreement shall be effective
for a period commencing on the Effective Date and ending on December 31, 2009 (the “ Initial E