Vikas Bhalla - 16 Feb 2022 Form 4 Insider Report for ExlService Holdings, Inc. (EXLS)

Footnote F1

Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis.

Footnote F2

The reporting person's restricted stock units reported in this report vested on February 17, 2022. Under the Company's 2018 Amendment and Restatement of the 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

Footnote F3

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

Footnote F4

The restricted stock units will vest in four equal annual installments, beginning on February 16, 2023. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan).

Footnote F5

On February 17, 2021, the reporting person was granted 7,340 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 17, 2022, an additional twenty-five percent of the restricted stock units will vest on February 17, 2023, an additional twenty-five percent of the restricted stock units will vest on February 17, 2024; and the remaining balance of twenty-five percent of the restricted stock units will vest on February 17, 2025.