TAX SHARING AGREEMENT

Tax Allocation or Sharing Agreement

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iGATE Corporation | iGATE Global Solutions Limited | Mastech Holdings, Inc

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Title: TAX SHARING AGREEMENT
Governing Law: Pennsylvania Date: 10/1/2008
Industry: SOFTWR Law Firm: Reed Smith Sector: TECHNO

Search Tax Allocation or Sharing Agreement by:

Exhibit 10.1

TAX SHARING AGREEMENT

by and between

iGATE CORPORATION and

MASTECH HOLDINGS, INC.

September 30, 2008

TABLE OF CONTENTS


		Page
	ARTICLE I
	DEFINITIONS AND INTERPRETATION

Section 1.1	General	2

Section 1.2	References; Interpretation	10

Section 1.3	Effective Time .	10

	ARTICLE II
	PREPARATION AND FILING OF TAX RETURNS

Section 2.1	Responsibility of iGATE to prepare and file Pre-Spin Tax Returns and Post-Spin Tax Returns .	11

Section 2.2	Responsibility of Mastech to prepare and file Mastech Tax Returns .	12

Section 2.3	Time of filing Tax Returns; manner of Tax Return preparation	12

	ARTICLE III
	RESPONSIBILITY FOR PAYMENT OF TAXES

Section 3.1	Responsibility of iGATE to pay Taxes .	12

Section 3.2	Responsibility of Mastech to pay Taxes .	12

Section 3.3	Responsibility for Pre-Spin Taxes .	13

	ARTICLE IV
	REFUNDS AND OTHER MATTERS

Section 4.1	Refunds for the benefit of iGATE	13

Section 4.2	Refunds for the benefit of Mastech	13

Section 4.3	Pre-Spin Refunds	13

Section 4.4	Carrybacks	14

Section 4.5	Amended Tax Returns .	14

Section 4.6	Payments of Refunds	14

	ARTICLE V
	DISTRIBUTION TAXES

Section 5.1	Liability for Distribution Taxes	14

Section 5.2	Definition of Fault	15

Section 5.3	Limits on Proposed Acquisition Transactions and other transactions for Restricted Period	15


	ARTICLE VI
	INDEMNIFICATION

Section 6.1	Indemnification obligations of iGATE	16

Section 6.2	Indemnification obligations of Mastech	17

	ARTICLE VII
	PAYMENTS

Section 7.1	General .	17

Section 7.2	Treatment of payments made pursuant to Tax Sharing Agreement and Separation and Distribution Agreement .	17

Section 7.3	Treatment of payments made upon the exercise of Options	18

	ARTICLE VIII
	AUDITS

Section 8.1	Notice	19

Section 8.2	Pre-Spin Audits .	19

Section 8.3	Audits exclusively controlled by iGATE	21

Section 8.4	Audits exclusively controlled by Mastech	21

Section 8.5	Payment of Pre-Spin Audit Tax Amounts	21

	ARTICLE IX
	COOPERATION AND EXCHANGE OF INFORMATION

Section 9.1	Cooperation and Exchange of Information	21

Section 9.2	Retention of Records	22

	ARTICLE X
	ALLOCATION OF TAX ATTRIBUTES, DUAL CONSOLIDATED LOSSES GAIN RECOGNITION AGREEMENTS AND OTHER TAX MATTERS

Section 10.1	Allocation of Tax Attributes	23

	ARTICLE XI
	DEFAULTED AMOUNTS

Section 11.1	General	24

	ARTICLE XII
	DISPUTE RESOLUTION

Section 12.1	Negotiation	24

Section 12.2	Arbitration	24

Section 12.3	Continuity of Service and Performance	26

Section 12.4	Costs	26

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	ARTICLE XIII
	MISCELLANEOUS

Section 13.1	Counterparts; Facsimile Signatures	26

Section 13.2	Survival	26

Section 13.3	Notices	26

Section 13.4	Waivers	27

Section 13.5	Amendments	27

Section 13.6	Assignment	27

Section 13.7	Successors and Assigns	27

Section 13.8	Certain Termination and Amendment Rights	27

Section 13.9	No Circumvention	27

Section 13.10	Subsidiaries	27

Section 13.11	Third Party Beneficiaries	28

Section 13.12	Title and Headings	28

Section 13.13	Exhibits and Schedules	28

Section 13.14	Governing Law	28

Section 13.15	Consent to Jurisdiction	28

Section 13.16	Specific Performance	28

Section 13.17	Waiver of Jury Trial	28

Section 13.18	Severability	29

Section 13.19	Force Majeure	29

Section 13.20	Construction	29

Section 13.21	Changes in Law	29

Section 13.22	Authority	29

Section 13.23	Severability	30

Section 13.24	Tax Sharing Agreements	30

Section 13.25	Exclusivity	30

Section 13.26	No Duplication, No Double Recovery	30

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TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (this “ Agreement ”) is made and entered into as of the 30 ^th day of September, 2008, by and between iGATE Corporation, a Pennsylvania corporation (“ iGATE ”) and Mastech Holdings, Inc., a Pennsylvania corporation (“ Mastech ”). Each of iGATE and Mastech are sometimes referred to herein as a “ Party ” and collectively, as the “ Parties ”.

W I T N E S S E T H:

WHEREAS, iGATE, acting through its direct and indirect Subsidiaries, currently conducts a nu