X0306 4 2016-02-24 0 0001297989 ExlService Holdings, Inc. EXLS 0001465521 Chhibbar Vishal 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & CFO Restricted Stock Units 2016-02-24 4 A 0 7000 0 A 2026-02-24 Common Stock, par value $0.001 per share 7000 7000 D Performance-Based Restricted Stock Units 2016-02-24 4 A 0 7000 0 A 2026-02-24 Common Stock, par value $0.001 per share 7000 7000 D Each restricted stock unit and performance-based restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. The restricted stock units will vest in four equal annual installments, beginning on February 24, 2017. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan")) 50% of the performance-based restricted stock units will cliff vest on December 31, 2018, subject to achievement of threshold revenues against an annual revenue target for such fiscal year, and the remaining 50% of the performance-based restricted stock units will cliff vest on December 31, 2018, based on the achievement of relative total stockholder return performance of the Company against a peer group, in each case subject to continuous employment and other conditions in the Plan. Vesting of some or all of the performance-based restricted stock units may be accelerated upon or in connection with the occurrence of a "Change in Control" as such term is defined in the Plan Mr. Oseni is the Company's Head of Administration and Accounts. /s/ Lazbart Oseni, Attorney-in-Fact 2016-02-26