Item 1.01 Entry into a Material Definitive Agreement.
On February 20, 2020, the Board of Directors (the "Board") of Genpact Limited
(the "Company") approved a new form of indemnification agreement (the
"Indemnification Agreement") between the Company and the individuals who serve
or may serve from time to time as directors or officers of the Company or a
subsidiary of the Company. The Indemnification Agreement replaces the Company's
existing form of indemnification agreement and took effect on February 20, 2020
for current directors and executive officers of the Company and its
subsidiaries. Under the Indemnification Agreement, the Company agrees to
indemnify directors and officers against liability arising out of the
performance of their duties to the Company and its subsidiaries to the fullest
extent permitted by the Companies Act of 1981 (Bermuda) and to provide
advancement of expenses in connection therewith. The Indemnification Agreement
also sets forth certain exclusions from such indemnification rights, procedures
with respect to requesting and obtaining indemnification, selection of counsel
and advancement of expenses and other customary provisions. The term of the
Indemnification Agreement continues until and terminates upon the later of (a)
ten years after the date on which the applicable director or officer ceases to
serve as a director or officer of the Company, subsidiary or other enterprise on
which it served at the request of the Company or (b) one year after the final
termination of any proceeding covered by the Indemnification Agreement,
including any appeals, then pending in respect to which the applicable director
or officer is granted rights of indemnification or advancement of expenses under
the Indemnification Agreement and of any proceeding commenced by the applicable
director or officer pursuant to the terms of the Indemnification Agreement.
The above description of the Indemnification Agreement is not intended to be
complete and is qualified in its entirety by reference to the full text of the
form of Indemnification Agreement filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 10.1 Form of Indemnity Agreement
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Signature
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 hereunto duly authorized.
GENPACT LIMITED
Date: February 26, 2020 By: /s/ Thomas D. Scholtes
Name: Thomas D. Scholtes
Title: Vice President and Assistant Secretary
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