UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
ExlService Holdings, Inc. (the “Company”) and Rohit Kapoor (“Mr. Kapoor”) have, as of August 3, 2020, entered into a Second Amended and Restated Employment and Non-Competition Agreement (the “Agreement”) that will supersede the existing Amended and Restated Employment and Non-Competition Agreement, dated September 19, 2017, between the Company and Mr. Kapoor, which was due to expire on December 31, 2020. Under the Agreement, Mr. Kapoor will continue to serve as the Chief Executive Officer and Vice Chairman of the Company.
The Agreement provides for (1) an employment term that extends until Mr. Kapoor’s termination or resignation (previously a three year term subject to renewal, unless terminated earlier), (2) updates, to reflect levels currently in effect, to Mr. Kapoor’s base salary ($750,000, subject to his 50% base salary reduction and deferment of 2020 increments due to the COVID-19 pandemic), bonus (150% minimum and 310% maximum of base salary) and equity ($4,925,000 baseline), and (3) associated changes to reflect the removal of the employment term and the addition of certain retirement benefits upon Mr. Kapoor’s termination of his employment after the age of 60, including 27 months of continued equity vesting for outstanding awards.
Under the Agreement, Mr. Kapoor continues to be eligible to receive equity awards, as determined by the Compensation Committee of the Board of Directors, which determination will take into account the baseline value above, certain other conditions, as well as his actual performance against pre-established individual performance criteria (a new condition under the Agreement).
Except as stated herein, the terms of the Agreement, including the compensatory arrangements therein, are consistent with the terms of his prior agreement that has been filed by the Company with the Securities and Exchange Commission (the “SEC”) and is summarized in the Company’s definitive proxy statement for the Company’s 2020 annual meeting of stockholders filed with the SEC on April 24, 2020. The foregoing summary is not complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with the Company’s next periodic report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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EXLSERVICE HOLDINGS, INC. (Registrant) | ||||
| Date: August 6, 2020 | By: |
/s/ Ajay Ayyappan | ||
| Name: | Ajay Ayyappan | |||
| Title: | General Counsel and Corporate Secretary | |||