ExlService Holdings, Inc. — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ExlService Holdings, Inc. (EXLS)
CIK: 0001297989
Period of Report: 2013-01-02

Reporting Person: Karnik Kiran (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Stock Options (right to buy)	$26.755	A	5969	Acquired		Common Stock, par value $0.001 per share (5969)	Direct

Footnotes

F1: On January 2, 2013, ExlService Holdings, Inc. (the "Company") issued options (the "Options") to purchase shares of its common stock, par value $0.001 per share (the "Option Shares"), to certain of its directors in accordance with the Company's compensation program for non-employee directors.

F2: The Options were granted pursuant to the terms and conditions of the Company's 2006 Omnibus Award Plan and the Company's compensation program for non-employee directors. Subject to the following sentence, and subject to the reporting person's continued service with the Company, the Options shall become vested and exercisable as to 100% of the Option Shares subject thereto on December 31 of the year of grant. In the event of death or disability of the reporting person after the date of grant but prior to the vesting date specified in the preceding sentence, then the Options shall vest pro rata up to the date of such event.

F3: The Options shall expire at the end of the period commencing on the date of grant and ending at 11:59 p.m. Eastern Time on the day preceding the tenth anniversary of the date of grant. In the event of death or disability of the reporting person, any portion of the Options that does not vest as set forth in footnote (2) above shall immediately expire.

F4: Not applicable.