Exhibit 10.3
EXECUTION VERSION
March 10, 2009
Mr. Matthew Appel
5055 Shoreline Drive
Frisco, TX 75034
Dear Matt:
This letter agreement amends the
Separation Agreement, dated October 10, 2008, by and between
ExlService Holdings, Inc. (the “ Company ”) and
you (the “ Separation Agreement ”). Any defined
terms used and not otherwise defined in this letter agreement will
have the meaning set forth in the Separation Agreement.
1. The Company and you hereby agree
that, notwithstanding the terms of Section 1 of the Separation
Agreement, your employment and any and all appointments you hold
with the Company Group will continue beyond March 16, 2009 and
will cease as of May 15, 2009. References in this letter, and
in the Separation Agreement, to the Termination Date will be deemed
to refer to May 15, 2009, except with respect to Sections 1(b)
and 2B of the Separation Agreement.
2. For the avoidance of doubt,
nothing in this letter agreement shall modify your rights to
receive payments that you earn pursuant to the provisions of
Section 2B of the Separation Agreement, subject to the terms
and conditions set forth therein.
3. (a) While you remain employed by
the Company, you will continue to receive your Base Salary as in
effect on the date hereof, payable in accordance with the
Company’s regular payroll policies, and continue to
participate in the Company’s employee benefit plans and
programs in accordance with their terms.
(b) Subject to (i) your
continued employment through May 15, 2009, (ii) your
achievement of a performance rating of at least 3 on the 5 point
scale of the Company’s appraisal process (provided that for
this purpose such performance shall be measured against performance
goals to be mutually agreed between the Company and you for the
remaining period of employment through the Termination Date),
(iii) the filing of the Company’s Quarterly Report on
Form 10-Q for the calendar quarter ended March 31, 2009 and
(iv) your execution and delivery (at any time during the
60-day period commencing May 15, 2009) of an effective release
of claims that is substantially in the form that wa
