UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

iGATE Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

iGATE CORPORATION

100 Somerset Corporate Blvd

Bridgewater, NJ 08807

Telephone: (510) 896-3007

March 19, 2014

Dear iGATE Corporation Shareholder:

You are cordially invited to attend our 2014 Annual Meeting of Shareholders to be held at Grand Hyatt New York, 109 E. 42nd Street, New York, NY 10017 on Thursday, April 10, 2014 at 8:30 a.m. Eastern Time.

The formal Notice of Annual Meeting and the Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. At this year’s Annual Meeting, you will be asked to vote on the election of Class C directors and to cast an advisory vote on executive compensation. Please read the accompanying Notice of Annual Meeting and Proxy Statement carefully.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote and submit your proxy by completing, signing, dating and returning the enclosed proxy card in the envelope provided. Your shares cannot be voted unless you submit your proxy or attend the Annual Meeting in person.

Thank you for your continued support.

Sincerely,

Ashok Vemuri

President and Chief Executive Officer

iGATE CORPORATION

100 Somerset Corporate Blvd

Bridgewater, NJ 08807

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on April 10, 2014

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on April 10, 2014.

A complete copy of this Proxy Statement and our annual report for the year ended December 31, 2013

are also available at http://www.edocumentview.com/IGTE.

The Annual Meeting of Shareholders of iGATE Corporation will be held at Grand Hyatt New York, 109 E. 42nd Street, New York, NY 10017 on Thursday, April 10, 2014, at 8:30 a.m. Eastern Time, to consider and act upon the following matters:

The Board of Directors has established the close of business on February 18, 2014, as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting.

PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR VOTE IS RECORDED PROMPTLY EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING. VOTING BY PROXY WILL NOT DEPRIVE YOU OF THE RIGHT TO ATTEND THE ANNUAL MEETING OR TO VOTE YOUR SHARES IN PERSON. YOU CAN REVOKE A PROXY AT ANY TIME BEFORE IT IS EXERCISED BY VOTING IN PERSON AT THE ANNUAL MEETING, BY DELIVERING A SUBSEQUENT PROXY OR BY NOTIFYING THE INSPECTOR OF ELECTIONS IN WRITING OF SUCH REVOCATION PRIOR TO THE ANNUAL MEETING. YOU HAVE THREE OPTIONS FOR SUBMITTING YOUR VOTE BEFORE THE ANNUAL MEETING: VIA THE INTERNET, BY PHONE OR BY MAIL. FOR FURTHER DETAILS, SEE “QUESTIONS AND ANSWERS” IN THE PROXY STATEMENT. IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO RECORD YOUR VOTE ON THE INTERNET. IT IS CONVENIENT, SAVES THE COMPANY SIGNIFICANT PROCESSING COSTS AND REDUCES THE ENVIRONMENTAL IMPACT OF THE ANNUAL MEETING.

By Order of the Board of Directors:

Mukund Srinath

Corporate Secretary

Bridgewater, New Jersey

March 19, 2014

iGATE CORPORATION

100 Somerset Corporate Blvd

Bridgewater, NJ 08807

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS

To Be Held on April 10, 2014

QUESTIONS AND ANSWERS

General:

Q:    Why am I receiving these materials?

A:    This Proxy Statement is being furnished to the shareholders of record of iGATE Corporation, a Pennsylvania corporation (“iGATE” or the “Company”), in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies to be voted at the Annual Meeting of Shareholders scheduled to be held on Thursday, April 10, 2014, at 8:30 a.m. Eastern Time, at Grand Hyatt New York 109 E. 42nd Street, New York, NY 10017, or at any adjournment or postponement thereof (the “Annual Meeting”).

You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or vote by phone or the Internet in the manner described herein.

This Proxy Statement and accompanying proxy card are being mailed to shareholders of record on or about March 19, 2014.

Q:    Who can vote at the Annual Meeting?

A:    Only holders of record of iGATE common stock, par value $0.01 per share (“Common Stock”) and 8% Series B Convertible Participating Preferred Stock, no par value per share (“Series B Preferred Stock”), as of the close of business on February 18, 2014 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were 58,741,535 shares of Common Stock outstanding and 330,000 shares of “Series B Preferred Stock” outstanding. As of the Record Date, the outstanding shares of Series B Preferred Stock are convertible into 20,542,427 shares of Common Stock.

Shareholder of Record: Shares Registered in Your Name

If on February 18, 2014 your shares were registered directly in your name with the Company’s transfer agent, Computershare, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. If you cast your vote in person, your vote will supersede any previous votes that you submitted, whether by Internet, phone or mail. If you have any questions about submitting your vote, call our Investor Relations department at (510) 896-3007.

Your vote is important. Please vote as soon as possible to ensure that your vote is recorded promptly, even if you plan to attend the Annual Meeting in person. You have three options for submitting your vote before the Annual Meeting: via the Internet, by phone or by mailing a properly completed proxy card to Computershare in the manner described herein. If you have Internet access, we encourage you to record your vote on the Internet at http://www.envisionreports.com/IGTE. Recording your vote via the Internet or by phone is convenient, it saves the Company significant processing costs, reduces the environmental impact of the Annual Meeting and your vote is recorded immediately. Internet and telephonic voting will be available until 11:59 p.m. Eastern Time on April 09, 2014.

1

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on February 18, 2014 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:    What constitutes a quorum?

A:    The presence in person or by proxy of shareholders owning at least a majority of the total number of outstanding shares of Common Stock (including outstanding shares of the Series B Preferred Stock being voted on an as-converted basis) entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business at the Annual Meeting.

Q:    How many votes do I have?

A:    The holders of Common Stock are entitled to one vote for each share of Common Stock held by them as of the Record Date. Each holder of Series B Preferred Stock is entitled to vote on an as-converted basis on all matters submitted to the holders of Common Stock (i.e., each holder of Series B Preferred Stock would generally be entitled to one vote for each whole-share of Common Stock that each share of Series B Preferred Stock held by such holder is then convertible into), pursuant to the terms of the Statement with Respect to Shares of 8% Series B Convertible Participating Preferred Stock of iGATE Corporation filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on January 31, 2011 (the “Statement”).

Shareholders may not cumulate votes in the election of directors or any other proposal being voted on at the Annual Meeting.

Q:    How will my shares be voted?

A:    All shares of Common Stock and Series B Preferred Stock represented by proxies that are properly signed, completed and returned to the Corporate Secretary of the Company at 100 Somerset Corporate Blvd, Bridgewater, NJ 08807 at or prior to the Annual Meeting will be voted as specified in the proxy.

Q:    What if I sign and return my proxy card but do not provide specific instructions?

A:    If a proxy is signed and returned but does not provide instructions as to the shareholder’s vote, the shares will be voted:

Q:    What does it mean if I receive more than one proxy card?

A:    If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

2

Q:    Can I change my vote after submitting my proxy?

A:    Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting (taking into account any adjournment or postponement thereof). You may revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Corporate Secretary of the Company prior to the Annual Meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern Time on April 09, 2014. No revocation shall be effective until notice thereof has been given to the Corporate Secretary of the Company.

Q:    How will my proxy be voted if other business is brought before the meeting?

A:    We are not aware of any business for consideration at the Annual Meeting other than as described in this Proxy Statement; however, if matters are properly brought before the Annual Meeting, then the persons appointed as proxies will have the discretion to vote or act thereon according to their best judgment.

Q:    Who will count votes and what are broker “non-votes”?

A:    Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions).

Q:    What if I abstain or fail to instruct my broker how to vote?

A:    Under Pennsylvania law, proxies marked ABSTAIN are not considered to be cast votes, however, abstentions will count for purposes of determining whether there is a quorum and for purposes of determining the voting power and number of shares entitled to vote at the Annual Meeting. Broker non-votes will similarly be counted for purposes of determining whether there is a quorum at the Annual Meeting. Abstentions and broker non-votes have no effect on the outcome of the vote for the election of directors (Proposal No. 1) because only the number of votes cast for each candidate is relevant. Similarly, abstentions and broker-non-votes will have no effect on the approval of other matters to come before the Annual Meeting (provided a quorum is established) because only a majority of our shares represented in person or by proxy at the Annual Meeting are required to approve other proposals at the Annual Meeting.

Q:    Who will bear the cost of the solicitation and who will solicit my proxy?

A:    All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies by

3

telephone, facsimile and personal interviews. Copies of solicitation material will be timely furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners and the Company will reimburse them for reasonable out-of-pocket expenses in connection with the distribution of proxy solicitation material.

Q:    When can I find out the results of the Annual Meeting?

A:    Preliminary voting results will be announced at the Annual Meeting and, if final voting results are not known, will be published in a Current Report on Form 8-K which the Company is required to file with the Securities and Exchange Commission (“SEC”) within four business days following the Annual Meeting.

Q.    What vote is required, and how will my votes be counted, to elect directors?

A.    The following chart describes the vote required to elect directors to the Board and the manner in which such votes will be counted:

4

PROPOSAL NO. 1

ELECTION OF DIRECTORS

GENERAL

The Company’s Third Amended and Restated Articles of Incorporation currently provide that the number of directors constituting the entire Board shall be no less than three (3) and no more than fourteen (14). Except for the director designated to represent the Series B Preferred Stock, who is not in a class, the Company’s Board of Directors is divided into three (3) classes, with each class to be as nearly equal in number as possible. The classes currently serve for staggered terms of three (3) years as follows: three (3) Class A directors whose terms expire in 2015; three (3) Class B directors whose terms expire in 2016; and two (2) Class C directors whose terms expire in 2014. Joseph J. Murin, a Class B director, retired from the Board on March 15, 2013.

The persons nominated to serve as Class C directors are Sunil Wadhwani and Göran Lindahl, each of whom presently serves as Class C directors. Unless otherwise specified by shareholders submitting proxies to the Company, the persons appointed as proxies on the proxy card delivered in connection with this proxy statement intend to vote the shares represented by such proxies at the Annual Meeting for the election of Sunil Wadhwani and Göran Lindahl as Class C directors. The Board of Directors knows of no reason why Sunil Wadhwani and Göran Lindahl would be unable to serve as Class C directors. If, at the time of the Annual Meeting, either of Messrs. Wadhwani and Lindahl are unable or unwilling to serve as a Class C director, then, unless otherwise specified by shareholders submitting proxies to the Company, the persons appointed as proxies on the proxy card delivered in connection with this proxy statement intend to vote for such substitute as may be nominated by the Board of Directors. All nominations were made by the Nominating and Corporate Governance Committee, as further described under the caption “Board Committees and Meetings – Nominating and Corporate Governance Committee” below.

QUALIFICATIONS OF MEMBERS OF OUR BOARD OF DIRECTORS

We will only consider as candidates for director individuals who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of our shareholders. In evaluating candidates for nomination as a director, the Nominating and Corporate Governance Committee will also consider other criteria, including current or recent experience as a Chief Executive Officer of a public company or as a leader of another major complex organization in the public or private sector; business and financial expertise; geography; experience as a director of a public company; gender and ethnic diversity on the Board; independence; and general criteria such as independent thought, practical wisdom and mature judgment. In addition, directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time. One or more of our directors must possess the education or experience required to qualify as an Audit Committee financial expert.

The Company believes that its current Board is well qualified to lead the Company’s efforts to achieve its long-term strategy. The combined experience of the directors covers all areas of expertise and competency identified by the Nominating and Corporate Governance Committee to effectively address the evolving needs of the Company and represent the best interests of the Company’s shareholders.

The following is a brief biography setting forth the qualifications of each nominee and each current director, including each director whose term will continue after the Annual Meeting.

Nominees for Class C Directors Whose Terms Expire in 2014

Sunil Wadhwani, age 61, served as Chief Executive Officer of the Company from October 1996 until his resignation, effective April 1, 2008, and has served as a director since 1986. Mr. Wadhwani has served as

5

Co-Chairman since October 1996 and is a Co-Founder of the Company. In addition to iGATE, he is a Co-Founder and Co-Chairman of the Board of Directors of Mastech Holdings, Inc., a provider of high-value IT services. Under his leadership, the Company began its operations in 1986 and grew to over $500 million in revenues by 1999. The Company won several awards and was listed four times in Inc. Magazine’s ranking of the fastest-growing companies in the U.S. From 1986 through September 1996, he served as Chairman of the Company and held several other offices, including Vice President, Secretary and Treasurer. His vision guided the development and execution of iGATE’s worldwide strategy – to offer high-value IT consulting skills anywhere in the world, reflecting cultural and economical differences, while adhering to best practices and shared company values. Mr. Wadhwani has received numerous awards including “Entrepreneur of the Year” from Ernst & Young. Mr. Wadhwani also serves on the Boards of Directors of United Way Worldwide and Carnegie Mellon University. Mr. Wadhwani has a Master’s degree in Management from Carnegie Mellon University and a bachelor’s degree in engineering from the Indian Institute of Technology.

Göran Lindahl, age 69, was appointed as a director of the Company on March 7, 2006. He was the Chief Executive Officer and President of the global technology and engineering group ABB Ltd., headquartered in Zurich, Switzerland, from January 1, 1997 to December 31, 2000, and spent more than 30 years in various positions within ABB. Prior to this, he held a number of management positions in research and marketing and was a global business area manager and president of several ABB companies. Mr. Lindahl is the Chairman of IKEA GreenTech AB and LivSafe Group. In addition, Mr. Lindahl serves on the Board of Directors of INGKA Holding BV (IKEA). Previously he served on the Board of Directors of the Sony Corporation (NYSE: SNE), DuPont (NYSE: DD), and Atlas Copco (NASDAQ OMX: ATLKY) as well as the Citi Group International Advisory Board. He earned a Master’s degree in Electrical Engineering from Chalmers University of Technology in Gothenburg, Sweden.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE

Class A Directors Whose Terms Expire in 2015

Martin G. McGuinn, age 71, was appointed as a director of the Company on July 6, 2009. Mr. McGuinn also serves as a member of the Nominating and Corporate Governance Committee of the Board of the Directors of Celanese Corporation. He has over 25 years of experience at the former Mellon Financial Corporation, now The Bank of New York Mellon Corporation (“Mellon”), a global financial services company. He was re-elected by the shareholders in 2012 to serve as a director for a three-year term expiring in 2015. He served as the Chairman of the Board and Chief Executive Officer of Mellon from 1999 to 2006. Under Mr. McGuinn’s leadership, Mellon was able to narrow its strategic focus and transform from a broad-based commercial bank to a global leader in asset management and asset servicing. During this same period, Mellon became the fifth largest global custodian and the twelfth largest asset manager in the world. Based on the organic growth of its asset management and asset servicing businesses, Mellon was able to significantly expand its global presence. Mr. McGuinn also serves on the Board of Directors of the Celanese Corporation (NYSE: CE) and the Chubb Corporation (NYSE: CB). He is also a member of the Advisory Board of CapGen Financial, a private equity fund. Mr. McGuinn holds both a bachelor’s degree and a Juris Doctor degree from Villanova University.

W. Roy Dunbar, age 52, was appointed as a director of the Company on November 3, 2010 and has over 25 years of leadership experience in business. He was re-elected by the shareholders in 2012 to serve as a director for a three-year term expiring in 2015. Mr. Dunbar served as Chairman and Chief Executive Officer of Network Solutions Inc. from January 2008 to November 2009 when he relinquished the CEO role and continued as Chairman until April 2010. Mr. Dunbar also served as the President of Global Technology and Operations of MasterCard Worldwide (formerly known as MasterCard International Inc.) from September 2004 to January 2008. MasterCard Worldwide is a leading global payments company. Previously, Mr. Dunbar worked at Eli Lilly and Company, a pharmaceutical company, for 14 years where he last served as President of Eli Lilly’s

6

Intercontinental Region, with responsibility for operations in Africa, the Middle East, the Commonwealth of Independent States, Asia, Latin America, and the Caribbean. Prior to that position, he was Chief Information Officer and Vice President of Information Technology. Mr. Dunbar presently serves on the Board of Directors of Lexmark International Inc. (NYSE: LKX) and Humana Inc. (NYSE: HUM), and previously served as a Director of Electronic Data Systems Corporation prior to its sale to Hewlett-Packard in 2008. He is a Member of the Royal Pharmaceutical Society of Great Britain. Mr. Dunbar is also a member of the National Association of Corporate Directors. Mr. Dunbar graduated from Manchester University in the United Kingdom with a degree in Pharmacy in 1982. He later received a Master’s of Business Administration from Manchester Business School.

Naomi O. Seligman, 76, was appointed as a director of the Company on September 17, 2012. Ms. Seligman has been a senior partner at Ostriker von Simson, a consulting firm focusing on information technology, since June 1999. The partners of Ostriker von Simson chair the CIO Strategy Exchange, which regularly brings together four vital quadrants of the information technology sector: chief information officers, or CIOs, venture capitalists, CEOs from computer companies, and entrepreneurs. Previously, Ms. Seligman served as a co-founder and senior partner of the Research Board, Inc., a private sector institution sponsored by one hundred CIOs from major corporations. Ms. Seligman presently serves on the boards of directors of Oracle Corporation (NASDAQ: ORCL) and Akamai Technologies, Inc. (NASDAQ: AKAM), both enterprise software companies, and The Dun & Bradstreet Corporation (NYSE: DNB), a provider of business information services. She also previously served as a director of Sun Microsystems, Inc. prior to its acquisition by Oracle. Ms. Seligman graduated from Vassar College in the United States with a degree in Economics. She later received a Master’s of Business Administration from the London School of Economics.

Class B Directors Whose Terms Expire in 2016

Ashok Trivedi, age 64, is a Co-Founder and Co-Chairman of the Company. He served as Co-Chairman and President of the Company from October 1996 until April 1, 2008, when he resigned as President of the Company. He was re-elected by the shareholders in 2013 to serve as a director for a three-year term expiring in 2016. Mr. Trivedi was one of the early pioneers of the IT industry. His vision guided the development and execution of iGATE’s worldwide strategy. He is also a Co-Founder and Co-Chairman of the Board of Directors of Mastech Holdings, Inc., a provider of high-value IT services. Under his leadership, the Company began its operations in 1986 and grew to over $500 million in revenues by 1999. The Company won several awards and was listed four times in Inc. Magazine’s ranking of the fastest-growing companies in the U.S. From 1976 to 1986, he held various marketing and management positions with Unisys Corporation, a worldwide IT company. He has received numerous awards, including “Entrepreneur of the Year” from Ernst & Young. He holds a master’s degree in business administration from Ohio University and a master’s degree in physics from Delhi University.

William G. Parrett, age 68, was nominated to serve as a director of the Company on March 18, 2013. Mr. Parrett retired as the Senior Partner of Deloitte & Touche USA LLP, a public accounting firm, in 2007. From 2003 to May 2007, he served as the Chief Executive Officer of Deloitte Touche Tohmatsu (DTT). Prior to serving as Chief Executive Officer of DTT, he had been Managing Partner of Deloitte & Touche USA since 1999, and served in a series of roles of increasing responsibility since he joined Deloitte in 1967. He was elected by the shareholders in 2013 to serve as a director for a three-year term expiring in 2016. Mr. Parrett has extensive experience in corporate finance, strategic planning and management of international operations, and is highly skilled in the fields of auditing, accounting, internal controls and risk management. Mr. Parrett also has significant knowledge in the areas of executive compensation and corporate governance. Mr. Parrett has a bachelor’s degree in accounting from St. Francis College, New York, and is a certified public accountant. Mr. Parrett presently serves as an independent director and audit committee chairperson for each of the following companies: The Blackstone Group LP (NYSE: BX), an investment and advisory firm, Thermo Fisher Scientific (NYSE: TMO), a provider of analytical and laboratory instruments and products, UBS AG (NYSE: UBS), a global financial services firm and the Eastman Kodak Company (EKDKQ: OTC US: KODK), a multinational imaging and photographic equipment, materials and services company. He is a member of the board of trustees of Carnegie Hall and boards of directors of the Committee on Capital Markets Regulation, and United States

7

Council for International Business. He is past Chairman of the United States Council for International Business and past member of the executive committee of the International Chamber of Commerce, and past Chairman of the Board of Trustees of United Way of America.

Ashok Vemuri, age 45, was appointed as a President and CEO of the Company on September 16, 2013. Mr. Vemuri also serves as a Member of the Board of Directors of iGATE Global Solutions Limited. Vemuri most recently served as Member of the Board of Infosys Limited, Head of Americas and Global Head of Manufacturing and Engineering Services. Vemuri also previously served as the Chairman of Infosys China and was on the Board of Infosys Public Services. In 2008, he was selected by leading Indian magazine, Business Today, as one of India’s 25 Hottest Young Executives. As a well-respected business and global sourcing leader, Vemuri has appeared on broadcast outlets including CNBC and NDTV, and has been widely quoted in leading publications, including The New York Times, International Herald Tribune, American Banker, and Waters Technology. He has also been involved in the UN’s Every Woman Every Child movement to improve health. Prior to joining Infosys in 1999, he worked in the investment banking industry at Bank of America and Deutsche Bank. Vemuri has been widely recognized for his expertise in global sourcing and technology-led transformation. In 2013, he was honored as one of the 50 Outstanding Asian Americans in Business by the Asian American Business Center. Vemuri is also recognized for his thought leadership and is a frequent speaker at conferences and symposiums organized by the American Bankers Association, the Asia Society, Wall Street and Waters Technology, among others. Vemuri is committed to the education of future business leaders, serving on the Board of Visitors of the Fuqua School of Business at Duke University. He was also elected to the Forum of Young Global Leaders (YGL) in 2009 by the World Economic Forum (WEF). In January 2014, he was elected as a member of IT Governors of WEF. He holds a bachelor’s degree with honors in Physics from St. Stephen’s College, Delhi, and a master’s degree in Business Management from the Indian Institute of Management, Ahmedabad.

Series B Preferred Stock Director

Salim Nathoo, age 43, was appointed as a director of the Company effective February 1, 2011, pursuant to the terms of the Investor Rights Agreement, dated February 1, 2011, between the Company and Viscaria Limited, and is not included in a class of the Board. Mr. Nathoo is a Partner and Co-Head of the Global Telecom and Technology team at Apax Partners LLP, a global partnership focused on long-term investment in growth companies, having joined Apax in 1999. Mr. Nathoo currently serves on the boards of Sophos Limited, Global Logic Inc. and Orange Communications SA. Prior to joining Apax Partners, Mr. Nathoo spent four years at McKinsey & Company, a global management consulting firm, where he mainly served clients in the telecom industry. He has also held sales and marketing and technical positions at NYNEX Cablecoms Limited and IBM Corporation, respectively. Mr. Nathoo holds a Master’s of Business Administration (with distinction) from INSEAD and a master’s degree in Mathematics from St. John’s College, Cambridge University, where he was a scholar.

8

PROPOSAL 2:

ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION

Following the 2011 Annual Meeting of Shareholders, our Board of Directors determined that an advisory vote on named executive officer compensation (commonly referred to as “say-on-pay”) will be held every three years until the next time shareholders are required to cast an advisory vote on the frequency of the say-on-pay vote. Accordingly, we are asking our shareholders to cast an advisory vote on named executive officer compensation at this 2014 Annual Meeting of Shareholders, as presented in the Compensation Discussion and Analysis beginning on page 21 and the compensation tables and associated narrative disclosures beginning on page 29.

Our compensation program has been designed to attract, recruit and retain a talented, entrepreneurial and creative team of executives in a competitive market, and to appropriately motivate our executive officers to create long-term value for our shareholders. We believe that our executive compensation program, incorporating both salary and “at risk” forms of long-term and short-term incentive compensation, provides appropriate incentives that reward performance and are aligned with the interests of our shareholders. Our compensation program seeks to achieve the following objectives:

Shareholders are encouraged to read the Compensation Discussion and Analysis as well as the compensation tables and narratives for a more detailed discussion of our executive compensation programs, including information about the fiscal year 2013 compensation of our named executive officers.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This “say-on-pay” proposal gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The advisory vote will not be binding on the Compensation Committee or the Board of Directors. However, our Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinion of our shareholders, and will carefully consider the outcome of the vote in making future compensation decisions for our named executive officers.

Accordingly, we ask our shareholder to vote “FOR” the following resolution at this Annual Meeting:

RESOLVED, that the shareholders of iGATE Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers described in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and narrative in the Proxy Statement for the Company’s 2014 Annual Meeting of Shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2

9

BOARD COMMITTEES AND MEETINGS

During 2013, the Board of Directors met seven (7) times. All of the directors attended or participated in more than 88% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which each such director served during 2013. It is our policy that Director attendance at Annual Meetings is encouraged but not required. This policy is part of our Corporate Governance Guidelines, which are available on the Company’s website at http://ir.igate.com/investors/governance.cfm. Nine (9) directors then in office attended the 2013 Annual Meeting of shareholders.

The Board of Directors has determined that all directors, other than Messrs. Wadhwani, Trivedi and Vemuri, are independent under both the independence criteria for directors established by NASDAQ and the independence criteria adopted by the Board of Directors. The independence criteria adopted by the Board of Directors are set forth in the Board’s Corporate Governance Guidelines, which are available on the Company’s website at http://ir.igate.com/investors/governance.cfm.

The Company has three (3) standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees has a written charter approved by the Board of Directors. A copy of each charter can be found on the Company’s website at http://ir.igate.com/investors/governance.cfm.

The Board has determined that the Chairs and all members of each of these standing committees are independent under applicable NASDAQ and SEC rules for committee memberships. The independent directors meet regularly without management present.

Audit Committee

The Board has an Audit Committee currently consisting of Messrs. McGuinn, Lindahl, Seligman and Dunbar and chaired by Mr. McGuinn. On April 11, 2013, Mr. Dunbar was appointed as the Member of the Audit Committee in place of Mr. Joseph Murin who retired from the Board on March 15, 2013. Each member of this committee is an independent director under the criteria adopted by the Board of Directors and under applicable NASDAQ and SEC rules for committee memberships. The Board has determined that Mr. McGuinn is an “audit committee financial expert” as defined in the applicable SEC rules. The Audit Committee’s duties include selecting the independent accountants to audit the Company’s financial statements, reviewing the scope and results of the independent auditors’ activities and the fees proposed and charged for such activities, reviewing the adequacy of internal controls, reviewing the scope and results of internal audit activities, and reporting the results of the committee’s activities to the full Board. Our Audit Committee also reviews and approves certain related-party transactions as required by the rules of NASDAQ. The Audit Committee met four (4)  times during 2013.

Compensation Committee

The Board has a Compensation Committee currently consisting of Messrs. Dunbar, McGuinn, Nathoo and Parrett and chaired by Mr. Dunbar. Mr. Parrett was appointed as the Member of the Compensation Committee in place of Mr. Lindahl on April 11, 2013. Each member of this committee is an independent director as determined under applicable NASDAQ listing standards, an “outside director” as defined in section 162(m) of the Internal Revenue Code and a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee is responsible for reviewing and approving matters involving the compensation of directors and named executive officers of the Company, periodically reviewing management development plans, administering the incentive compensation plans and making recommendations to the full Board on these matters. The Compensation Committee met four (4) times in 2013.

The Compensation Committee retained Hewitt Associates, LLC (“Hewitt”) in 2011 to develop a new compensation program for our independent directors. In connection with its engagement, Hewitt developed, and

10

on January 25, 2012, the Compensation Committee approved, a new compensation program for our independent directors.

Mercer LLC (“Mercer”) developed the Company’s 2011 aspirational long-term incentive plan to focus executives on driving the Company to higher performance standards. The 2011 aspirational long-term incentive plan was approved by the Compensation Committee on March 14, 2011 and is still in effect for existing directors.

For a discussion of the Compensation Committee’s processes and procedures for the consideration and determination of executive and director compensation, the scope of the Compensation Committee’s authority, the extent to which the Compensation Committee may delegate authority to the Company’s President and Chief Executive Officer, the role of executive officers in determining or recommending the amount or form of executive and director compensation, and the engagement of compensation consultants, please refer to the “Compensation Discussion and Analysis” section in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

As of December 31, 2013, the Compensation Committee consisted of Messrs. Dunbar, McGuinn, Nathoo and Parrett. No member of this Committee was at any time during the 2013 fiscal year or at any prior time an officer or employee of the Company, and no member had any relationships with the Company requiring disclosure under Item 404 of Regulation S-K of the Exchange Act during any such period. No executive officer of the Company has served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of the Compensation Committee of the Company.

Nominating and Corporate Governance Committee

The Board has a Nominating and Corporate Governance Committee currently consisting of Messrs. Lindahl, Seligman, Nathoo and Parrett and chaired by Mr. Lindahl. Mr. Parrett was appointed as the Member of the Nominating and Corporate Governance Committee in place of Mr. Dunbar on April 11, 2013. All members of the Nominating and Corporate Governance Committee are independent directors under applicable NASDAQ listing standards. The Nominating and Corporate Governance Committee is responsible for recommending to the full Board of Directors candidates for election to the Board of Directors and for overseeing and making recommendations to the Board of Directors on all corporate governance matters. The Nominating and Corporate Governance Committee will consider director candidates proposed by shareholders. To recommend a prospective nominee for the Nominating and Corporate Governance Committee’s consideration, shareholders should submit the candidate’s name and qualifications to the Company’s Secretary in writing to the following address: iGATE Corporation, Attn: Corporate Secretary, 100 Somerset Corporate Blvd, Bridgewater, NJ 08807. The Company’s Third Amended and Restated Articles of Incorporation address the proper submission of a person to be nominated and set forth the proper form for a notice of nomination. Please refer to the “2015 Shareholder Proposals or Nominations” section in this document for a summary of the procedures to request a person(s) to be nominated for election as a director of the Company.

The minimum qualifications and specific qualities and skills required for directors are set forth in Section III of the Nominating and Corporate Governance Committee’s charter and Section 5 of our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee considers and evaluates all potential candidates in the same manner regardless of the source of the recommendation or nomination. As part of this process, the Nominating and Corporate Governance Committee ensures that the Board of Directors consists of individuals from diverse educational and professional experiences and backgrounds who, collectively, provide meaningful counsel to management. The Nominating and Corporate Governance Committee conducts appropriate and necessary inquiries into the background and qualifications of possible candidates before any such candidates are evaluated by the Board of Directors. This assessment includes consideration of a candidate’s background, skills, personal characteristics and business experience as well as a consideration of Board diversity

11

and Board needs. In selecting a director nominee, the Nominating and Corporate Governance Committee focuses on skills, expertise or background that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature. Our directors come from diverse backgrounds, with experience as managers and directors of industrial, non-profit and governmental entities. The Nominating and Corporate Governance Committee met seven (7) times in 2013.

Corporate Governance Guidelines and Code of Conduct

The Board of Directors has adopted a set of Corporate Governance Guidelines, and the Nominating and Corporate Governance Committee is responsible for overseeing these guidelines and reporting and making recommendations to the Board of Directors concerning corporate governance matters. The Corporate Governance Guidelines are posted on the Company’s web site at http://ir.igate.com/investors/governance.cfm.

The Board of Directors has adopted a Code of Conduct, which serves as the Company’s code of ethics applicable to all employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and any other persons performing similar functions, as well as to the independent directors with regard to their Company-related activities. The Code of Conduct is posted on the Company’s website at http://ir.igate.com/investors/governance.cfm. The Company intends to disclose any changes in or waivers from its Code of Conduct by posting such information on its website or by filing a Form 8-K.

Board Leadership Structure

The Company’s policy as to whether the same person should serve as both the Chief Executive Officer and Chairman is based on the practice that best serves the Company’s needs at any particular time. The Board believes that its current leadership structure, with Messrs. Wadhwani and Trivedi serving as Co-Chairmen and Mr. Vemuri serving as the President and Chief Executive Officer, best serves the objectives of the Board’s oversight of management, the ability of the Board to carry out its roles and responsibilities on behalf of the shareholders, and the Company’s overall corporate governance. The Board periodically reviews the leadership structure and may make changes in the future.

The Role of the Board in Risk Oversight

In its oversight role, the Board of Directors annually reviews the Company’s strategic plan, which addresses, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year. The Board has delegated certain risk management responsibility to the Board committees. As part of the responsibilities set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, the Company’s Chief Financial Officer prepares annually a comprehensive risk assessment report and reviews that report with the Audit Committee each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company as a whole, as well as for each business unit and corporate common services, and identifies the controls that respond to and mitigate those risks. The Company’s management regularly evaluates these controls, and the Chief Financial Officer periodically reports to the Audit Committee regarding their design and effectiveness. The Audit Committee also receives periodic reports directly from the internal auditors of the Company and updates from the Corporate Secretary on the Company’s corporate governance compliance at each of its meetings. While the Audit Committee has primary responsibility for overseeing enterprise risk management, each of the other Board committees also considers risk within its area of responsibility. The Nominating and Corporate Governance Committee reviews legal and regulatory compliance risks as they relate to corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. Each of these committees regularly report to the full Board.

12

Communications from Shareholders to the Board of Directors

The Board of Directors recommends that shareholders initiate any communications with the Board of Directors by e-mail or in writing and send them in care of the Corporate Secretary. Shareholders can send communications directly to the Board of Directors by e-mail to corporatesecretary@igate.com, by fax to 510-896-3010, or by mail to Mr. Mukund Srinath, Corporate Secretary, iGATE Corporation, 100 Somerset Corporate Blvd, Bridgewater, NJ 08807. This centralized process will assist the Board of Directors in reviewing and responding to shareholder communications in an appropriate manner. The name of any specific director recipient should be noted in the communication. The Board of Directors has instructed the Corporate Secretary to forward such correspondence only to the intended recipients; however, the Board of Directors has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such correspondence and, in his discretion, not to forward any abusive, threatening or otherwise inappropriate materials. In such cases, some of that correspondence may be forwarded elsewhere in the Company for review and possible response.

13

2013 DIRECTOR COMPENSATION

The following table sets forth compensation of the Board of Directors for fiscal year 2013. Mr. Vemuri, the Company’s President and Chief Executive Officer, does not receive any additional compensation for his service as a director. Messrs. Vemuri and Murthy’s compensations are reported in the Summary Compensation Table, and accordingly they are not included in the following table. Mr. Nathoo was appointed to the Board of Directors effective February 1, 2011. As the Series B Preferred Stock Director representing Viscaria Limited, Mr. Nathoo is not eligible to receive any compensation in connection with his service as a director pursuant to the terms of the Investor Rights Agreement dated February 1, 2011 between the Company and Viscaria Limited. Accordingly, Mr. Nathoo is not included in the table below.

14

Narrative to Director Compensation Table

The compensation structure of the independent directors was determined by the Compensation Committee. Independent director compensation for the directors other than Ms. Seligman and Mr. Parrett is comprised of: (i) annual cash compensation of $40,000, payable quarterly in cash or shares of restricted stock units or a combination thereof at the discretion of the director; (ii) a one-time grant of 100,000 stock options at fair market value, vesting annually over a period of five (5) years (20,000 per year); (iii) a one-time grant of 20,000 stock options at fair market value for the chairman of each committee of the Board, vesting annually over a period of five (5) years (4,000 per year); and (iv) a one-time grant of 5,000 stock options at fair market value for committee members, vesting annually over a period of five (5) years (1,000 per year). All directors are reimbursed for travel expenses incurred in connection with attending Board and committee meetings.

The compensation of Ms. Seligman and Mr. Parrett and any future independent directors joining the Board was approved by the Compensation Committee on January 25, 2012. Independent director compensation for these directors is comprised of: (i) annual cash compensation retainer of $40,000, which the director may elect to receive in cash or as a grant of restricted stock units or split between cash and a grant of restricted stock units; and (ii) an annual payment of $85,000 which will be split in equal amounts between stock options at fair market value as of the date of such director’s appointment, vesting annually over a period of three (3) years, and restricted stock units which will vest after one (1) year, with half being paid at vesting and the other half being paid at the termination of the director’s service to the Board. Service on Board committees will result in additional annual compensation of $10,000 per committee which the director may elect to receive all or part in cash or as a grant of restricted stock units, in consideration of such director’s service on such committee. If the director is subsequently appointed as chairperson of any committee of the Board, he or she will receive annual compensation of $15,000 per committee which the director may elect to receive all or in part in cash or as a grant of restricted stock units, in consideration of such director’s service as chairperson of such committee.

Messrs. Wadhwani and Trivedi are parties to employment agreements that provide for reimbursement for reasonable travel and other expenses incurred by them in performing their obligations for the Company, maintenance of an office in Pittsburgh or New Delhi, a full time administrative assistant, maintenance of a car, medical benefits and compensation on termination of employment. Pursuant to their employment agreements, as amended, upon termination for any reason, Messrs. Wadhwani and Trivedi are entitled to any and all amounts and benefits that have accrued and are payable under their employment agreements prior to the date of termination. Apart from the benefits provided under their employment agreements, as amended, Messrs. Wadhwani and Trivedi received no compensation for their service as directors in 2013. All compensation paid to Messrs. Wadhwani and Trivedi under their employment agreements in fiscal year 2013 is reflected in “All Other Compensation” in the table above.

15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of February 18, 2014 for: (i) each person or entity known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock; (ii) each of the Company’s current directors; (iii) each named executive officer listed in the Summary Compensation Table; and (iv) all directors and executive officers of the Company as a group. As of February 18, 2014, there were 58,741,535 shares of Common Stock outstanding. Except as noted, all persons listed below have sole voting and investment power with respect to their shares of stock, subject to community property laws where applicable. Information with respect to beneficial ownership by 5% shareholders has been based on information filed with the SEC pursuant to Section 13(d) or Section 13(g) of the Exchange Act.

16

17

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and change in ownership with the SEC. Directors, executive officers and other 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports that they file.

Based solely on its review of the copies of such reports and amendments thereto provided to the Company, and written representations and information provided to the Company by the reporting persons, the Company believes that during 2013, all of its directors, executive officers and other 10% shareholders complied with the applicable filing requirements under Section 16(a) on a timely basis.

18

EXECUTIVE OFFICERS AND KEY EMPLOYEES

Set forth below is information concerning the current executive officers and information concerning certain key employees who were named executive officers in 2013. To the Company’s knowledge, there are no family relationships between any director or executive officer and any other director or executive officer of the Company. Executive officers serve at the discretion of the Company’s Board of Directors. Mr. Vemuri is the only executive officer who also serves as a Director.

Executive Officers

Ashok Vemuri, age 45, was appointed as a President and Chief Executive Officer on August 26, 2013. See “Qualifications of Members of Our Board of Directors” for more information regarding Mr. Vemuri’s background.

Sujit Sircar, age 45, is iGATE’s Executive Vice-President and Chief Financial Officer since August 21 2008. Mr. Sircar has served as Senior Vice President – Finance for iGS since June 2008. Mr. Sircar joined iGS in April 1998 as Senior Manager – Finance. Mr. Sircar was promoted to the position of Financial Controller in April 2001, and served as Financial Controller until May 2005. In May 2005, he was promoted to the position of Vice President- Finance, and served in that position until June 2008. He was appointed to the Board of Directors of iGS on January 1, 2010. Mr. Sircar has extensive experience in corporate finance, treasury management, domestic and international taxation, and accounting and business laws. He started his career with Wipro Limited, a provider of integrated business, technology, consulting, testing and process solutions and was instrumental in setting up the finance processes for its joint venture with British Telecom. During his five year service with Wipro Limited, he handled various job responsibilities and was the Finance Head for various divisions of the company. Mr. Sircar is a Chartered Accountant by training and is a Fellow Member of the Institute of Chartered Accountants of India. He holds a Bachelor’s degree in Commerce from the University of West Bengal.

Srinivas Kandula, age 50, is iGATE’s Executive Vice-President and Chief People Officer. Mr. Kandula joined iGATE in January 2007. Prior to joining iGATE, Mr. Kandula served at Sasken Communication Technologies Ltd., an embedded communications solutions company, as Director (Human Resources) from December 2004 to December 2006 and prior to that as Chief Corporate Human Resources Manager at Power Grid Corporation, India’s state-owned transmission network provider of electricity from November 1991 to November 2004. He has a Doctorate degree in Strategic Human Resource Management from the XLRI School of Business and Human Resources and a Master’s degree in Human Resource Management from Andhra University. He has also published over sixty papers and eight books in the area of human resource management, organizational behavior and organization development. He is a member of various human resources professional bodies and an active contributor of professional content and knowledge.

Prashanth Idgunji, age 48, is iGATE’s Chief Accounting Officer since February 2010. Mr. Idgunji joined iGS in February 16, 2009 as Vice President – Finance. His position was re-designated as Chief Accounting Officer on February 25, 2010. Mr. Idgunji has over 27 years of experience in handling different portfolios in finance, accounts and audit. From January 1987 to February 2009 Mr. Idgunji held a variety of positions with The Coca-Cola Bottling Company, Deloitte Bakr and Abulkhair & Co, Saudi Arabia and two other “Big Four” audit firms. Mr. Idgunji is a Certified Public Accountant from the U.S. and a Chartered Accountant from Institute of Chartered Accountants of India. He holds a Bachelor’s degree in Commerce from the University of Bangalore, India.

Key Employees

Derek Kemp, age 55, is iGATE’s Executive Vice-President and is presently the Head of Europe and Australia. Mr. Kemp joined Patni in March 2008 and has 31 years of experience in areas including consulting, systems integration and strategic outsourcing. During his career, he has operated globally in a variety of market

19

sectors, both public and private, and has led teams providing solutions and services to respond to significant change driven by regulatory reform, market liberalization and market disruption. Prior to joining iGATE, Mr. Kemp was the Managing Director of Polestar Applied Solutions a provider of outsourcing services to the Print & Media sector. Earlier, he was Practice Head for Financial Services and Media at Charteris a UK consulting firm. Prior to that he spent 17 years working with Logica where he was a member of the UK board. During his time at Logica, Mr. Kemp led teams in the Energy & Utilities, Telecommunications and Financial Services sectors, both in the UK and overseas. Mr. Kemp also brings significant experience of Mergers & Acquisitions. Mr. Kemp holds a Bachelor’s degree in Mathematical Sciences from the Robert Gordon University, Scotland.

Sanjay Tugnait, age 48, is iGATE’s Executive Vice-President and Head of Banking & Financial Services, and Head of Alliances. He joined iGATE in July 2012. He is responsible for driving profitable growth in our North American market, by adding new clients and growing existing client relationships. Prior to joining iGATE, Mr. Tugnait was the Managing Partner of Accenture’s Financial Services (FS) practice in India from July 2008 to June 2012. He started the FS India practice focused on Indian and global Financial Institutions and managed a profitable P&L. Prior to his India tenure, Mr. Tugnait was a Partner in Accenture’s North America practice from October 2005 to July 2012. During his seven-year tenure at Accenture, Mr. Tugnait was a member of the Global CEO Advisory Council. Prior to Accenture, Mr. Tugnait was responsible for establishing Satyam’s outsourcing business in the Americas and he was the Principal Partner at IBM/PWC, where he helped build and grow its Consulting and Technology practice. He is an active board member of Save The Children, India and is also affiliated with the Investment Advisory Board, Mississauga and was on the Marketing Advisory Board of Rotman Business School. Mr. Tugnait has an MBA from the London University.

20

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis summarizes the Company’s philosophy and objectives regarding the compensation of its named executive officers, including how the Company determines elements and amounts of executive compensation. The following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of named executive officers in fiscal year 2013 and the report of the Compensation Committee of the Board of Directors, which immediately follow below. Our named executive officers consist of our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers. For 2013, our named executive officer group also included two former executives who served in the capacity of our Chief Executive Officer and Interim Chief Executive Officer for part of the year. As such, for fiscal year 2013, our named executive officers were: Ashok Vemuri – Chief Executive Officer and President, commencing on September 16, 2013 (our “CEO”); Gerhard Watzinger – Interim Chief Executive Officer and President, May 20, 2013 through September 15, 2013 (our “Interim CEO”); Phaneesh Murthy – Chief Executive Officer and President, through May 20, 2013 (our “Former CEO”); Sujit Sircar – Chief Financial Officer; Derek Kemp – Executive Vice President and the Head of Sales for EMEA, Asia & Australia; Sanjay Tugnait – Executive Vice President and the Head of North American Sales and Global Alliances; and Srinivas Kandula – Executive Vice President and the Chief People Officer.

Compensation Philosophy

The Compensation Committee has adopted a compensation philosophy with respect to the named executive officers that is intended to align compensation with the Company’s overall business strategy. The Company’s goal for its executive compensation program is to attract, motivate and retain a talented, entrepreneurial and creative team of executives who will provide leadership for the Company’s success in competitive markets. The Company seeks to accomplish this goal in a way that rewards both Company and individual performance and is linked to its shareholders’ long-term interests. Specific objectives are:

The strategy established by the Compensation Committee with respect to executive compensation is to provide a comprehensive compensation package using a combination of base salary, cash bonus and stock-based awards that will allow the Company’s executives to potentially earn compensation amounts in excess of competitive industry compensation; provided that certain subjective and objective performance criteria for the Company are achieved.

Compensation Committee Roles and Responsibilities

The Compensation Committee is responsible for reviewing and approving matters involving the compensation of non-employee directors and named executive officers of the Company, periodically reviewing management development plans and making recommendations to the full Board on these matters as well as matters involving the Company’s 2006 Stock Incentive Plan, as amended (the “2006 Plan”). The Compensation Committee approves the grant of equity-based awards under the 2006 Plan, including stock options, performance share units (“performance shares”) and restricted stock awards, to the named executive officers.

It is the role of the Compensation Committee to ensure that the total compensation paid to the named executive officers is fair, reasonable and competitive. The Compensation Committee is composed entirely of independent non-employee directors.

21

Members of the Executive Council of the Company, which included Messrs. Kandula and Vemuri during his term as our CEO in 2013, and Messrs. Kandula and Murthy during his term as our Former CEO in 2013, assisted the Compensation Committee in its annual risk-related review of compensation and benefit programs affecting employees, including our named executive officers. Based on their review, the Compensation Committee and the Executive Council have determined that the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee and the Executive Council have also determined that the Company’s compensation programs do not encourage excessive risk-taking, and instead encourage behaviors that support sustainable value creation. The Compensation Committee and the Executive Council considered the structure of our compensation plans, including the combination of short and long-term programs, the structure of those programs, possible compensation-based risks and means by which any potential risks may be mitigated, including through the operation of internal control structure and oversight. In addition, the full Board considers strategic risks and opportunities of the Company, and regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility.

Roles of Compensation Consultants and Executive Officers

The Compensation Committee has the authority to engage the services of outside consultants to assist in making decisions regarding the establishment of the Company’s compensation programs and philosophy. In 2013, the Compensation Committee retained Aon Hewitt, an independent compensation consultant that does not otherwise perform work for the Company, to act as an independent advisor reporting directly to the Compensation Committee with regard to certain compensation decisions, as discussed further below. Management interaction with Aon Hewitt was generally limited to inclusion in Aon Hewitt presentations to the Compensation Committee and the Compensation Committee’s communication of information to Aon Hewitt of information provided by management. The Compensation Committee retained the sole authority to determine the terms of Aon Hewitt’s retention and services provided.

Under their engagement, Aon Hewitt provided that Compensation Committee with a report providing comparative information on base salary determinations and the design and documentation of long-term incentive programs, based on market peer group data. Although the Compensation Committee does not “benchmark” compensation, it has selected an appropriate peer group for assessing comparative compensation levels within the Company’s industry. The Compensation Committee, with input from Aon Hewitt, chose the market peer group for 2013 comparative purposes by including companies in a similar industry as the Company, with operations in and outside of India, and of comparable ownership structure and size as measured through annual revenue, employee headcount and market capitalization. The peer group for our 2013 compensation review was composed of the following companies:

In making compensation decisions, the Compensation Committee also consults with the Chief Executive Officer in making its base salary and bonus determinations for the other executive officers. No other executive officers consult with the Compensation Committee or otherwise provide compensation recommendations.

22

Key Elements of and Factors Affecting Compensation

The Compensation Committee selected the following as the key elements of the Company’s compensation program, designed to reward performance in a simple and straightforward manner: (a) base salaries; (b) annual bonuses; and (c) equity compensation awarded under the 2006 Plan. The Compensation Committee chose these key elements to effectively link executive compensation to shareholder value. Among these elements, long-term equity awards are emphasized so as to maximize retention and ensure that a significant portion of the named executive officers’ compensation is tied to the Company’s long-term financial performance.

While the elements of compensation are considered separately, the Compensation Committee also holistically considers and reviews the full compensation package afforded to each of the named executive officers, including insurance and any other individual fringe benefits. The Compensation Committee also determines all performance-based goals and objectives contained in employment agreements and equity-based award agreements. The Compensation Committee ultimately makes its compensation determinations after conducting an analysis of general market conditions, Company-specific business conditions, achievement of applicable performance targets or other formulas, and individual executive performance and contributions. The Company has entered into employment agreements with each of its named executive officers, typically through an operating subsidiary, which cover the key elements of the Company’s executive compensation package and provide for bonus opportunities and severance and termination benefits (for a discussion of material employment agreement terms, see narrative following 2013 Grants of Plan-Based Awards Table on page 32 below). The Company’s policies with respect to each of the key elements of its executive compensation packages are discussed below.

Base Salaries for Named Executive Officers

The Company provides its named executive officers with a base salary to provide them with a minimum guaranteed compensation level for their annual services, as is customary in attracting and retaining executives. The Compensation Committee generally determines an executive officer’s base salary by taking into consideration (a) the jurisdiction in which the executive officer is located, (b) the applicable cost of living, (c) the responsibilities of the position held by the officer, (d) the officer’s experience level and (e) the competitive marketplace for executive talent for such officer’s position. The base salary is intended to be competitive with base salaries paid in the marketplace to executive officers with comparable qualifications, experience and responsibility levels. The Compensation Committee believes that the base salaries of the Company’s named executive officers are in line with current marketplace levels.

In considering the named executive officers’ base salaries for fiscal year 2013, the Compensation Committee specifically reviewed the following:

Based on the above factors, the Compensation Committee determines the appropriate base salary for the Chief Executive Officer. The Chief Executive Officer also reviews the above factors and submits base salary recommendations for each executive officer to the Compensation Committee for final review and approval. Based on this review process, the Compensation Committee determined not to increase base salaries for any of

23

the named executive officers in 2013. Base salaries for the Interim CEO and our new CEO were determined based on negotiations with these individuals during the recruiting process.

Annual Bonuses for Named Executive Officers

In addition to a base salary, each executive officer is eligible to earn a performance-based annual cash bonus under the iGATE Corporation 2011 Aspirational Long Term Incentive Plan (the “2011 Plan”), which is a part of the 2006 Plan (described more fully below). The Compensation Committee has chosen to include a performance-based annual cash bonus as a material element in its compensation plan for the named executive officers in order to motivate individual and team performance in attaining the Company’s annual performance goals and business objectives, and to focus efforts on the short and long-term financial health and sustained economic growth of the Company.

The Compensation Committee believes that enhancing the long-term value of the Company requires increased revenue, non-GAAP adjusted EBITDA (“Adjusted EBITDA”) and non-GAAP diluted earnings per share (“EPS”), and thus determined to utilize those metrics as the performance criteria in setting the 2013 annual performance-based cash bonus objectives, along with individualized performance goals. Adjusted EBITDA and non-GAAP diluted EPS are not measures under U.S. generally accepted accounting principles (“GAAP”). For information about how we calculate Adjusted EBITDA and non-GAAP diluted EPS, including a reconciliation with the most directly comparable GAAP measures, please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, pages 51-55, of our 2013 Annual Report on Form 10-K as filed with the SEC on February 12, 2014.

The Compensation Committee approved our 2013 target bonus amounts, performance targets and weight accorded to specific categories for our executive officers (as further described below), which, taken together, determined the 2013 cash bonus for each of the named executive officers (other than our Interim CEO and CEO, and other than for a portion of the bonus for Mr. Tugnait, as discussed below). Our Former CEO provided recommendations for the 2013 annual bonuses of our executive officers other than himself, which were considered by the Compensation Committee in its determinations. The performance-based bonus for our new CEO, adjusted to reflect the portion of the year during which he was employed by the Company, was also based on the above metrics, as determined during the negotiation process.

For Messrs. Sircar, Kemp, Tugnait and Kandula, performance-based annual cash bonus opportunities were based fifty percent on specific, measurable Company performance objectives and fifty percent on the Compensation Committee’s appraisal of achievement of individual performance objectives. The target quantitative performance objectives and qualitatively assessed components, and the weight accorded to each, were as follows for fiscal year 2013:

Company Performance Measures

Individual Performance Measures

24

However, notwithstanding the above, pursuant to Mr. Tugnait’s employment agreement, for the first calendar year of his employment, 2012, one hundred percent (100%) of his target bonus was guaranteed, and for the second calendar year of his employment, 2013, thirty percent (30%) of his target bonus was guaranteed. Thus, seventy percent (70%) of Mr. Tugnait’s annual cash bonus in 2013 was determined based on the above weighted factors. The remainder of his annual bonus opportunity was paid out at target levels, based on this guarantee.

Our Interim CEO was not entitled to earn a performance-based cash bonus for his services in 2013. Our Former CEO’s performance-based annual bonus for 2013 was determined by the Compensation Committee and included the same Company performance components and targets as described above for Messrs. Sircar, Kemp, Tugnait and Kandula; however, our Former CEO’s performance-based annual bonus opportunity was based solely on Company performance, with weighting of 50% for revenue generation, 20% for non-GAAP diluted EPS, and 30% for Adjusted EBITDA. For our Former CEO, payment of any bonus in 2013 was conditioned on the Company attaining minimum threshold levels of performance; specifically, $1.00 billion in revenue generation, $1.58 in non-GAAP diluted EPS, and $272 million in Adjusted EBITDA. Our Former CEO’s target bonus opportunity was $600,000. However, as Our Former CEO was terminated from employment with the Company mid-year, no bonus was payable to him for fiscal year 2013.

Each named executive officer (other than our Interim CEO) was eligible to earn up to a maximum of 200% of his target bonus amount. Annual bonus payouts were determined on a linear basis tied to levels of performance. The Compensation Committee also retained the discretion to award amounts in excess of the maximum, based upon Company performance and a qualitative assessment of individual performance. In 2013, the Company achieved 99% of the target revenue performance goal, 102% of the target Adjusted EBITDA goal, and 115% of the target Non-GAAP diluted EPS goal, for an overall 103% of Company target performance goal achievement. Based on this 2013 financial performance and assessment of qualitative factors, the Compensation Committee approved the following annual bonus payments to the named executive officers. A full discussion of our financial results can be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Because Mr. Vemuri joined the Company on September 16, 2013, his annual performance-based cash bonus target of $500,000 was prorated based upon the number of days he was employed during 2013, and his payment was conditioned upon the achievement of the Company performance measures determined under the performance-based cash bonus program for the other named executive officers, as set forth above. Of the total bonus amount of $175,000, $147,000 was determined to be payable based on the achievement of Company performance objectives, and $28,000 was an additional discretionary bonus awarded in recognition of Mr. Vemuri’s strategic initiatives and speed of implementation during his tenure in 2013.

25

Equity Compensation for Named Executive Officers

Stock Incentive Plan

The Company’s 2006 Plan provides for the grant of stock options, stock appreciation rights, restricted or unrestricted stock awards and “performance share” restricted stock unit awards. The Compensation Committee historically has chosen to grant stock options, performance shares and restricted stock to the named executive officers under the 2006 Plan. As of December 31, 2013, there were 5,778,939 shares of Common Stock available for issuance under the 2006 Plan.

The objective the 2006 Plan is to advance the long-term interests of the Company and its shareholders by providing incentives to employees tied to the Company’s equity performance. These awards reward executives for the creation of shareholder value and attainment of long-term performance goals. Stock incentive awards under the 2006 Plan generally provide value to participants only if the price of the Company’s stock appreciates or other specific performance goals, such as an increase in revenue, are met, thereby directly linking the interests of plan participants with those of our shareholders. Equity awards also promote equity ownership by our named executive officers, encouraging a long-term view of performance.

The Compensation Committee subjectively considers a number of factors in determining the size and type of awards granted to a named executive officer, including (a) the number of years the officer has served the Company, (b) the number of shares subject to and type of awards that the officer has previously been awarded, (c) the estimated value of the officer’s outstanding awards, (d) the officer’s present salary, (e) the officer’s role in the Company, (f) the responsibilities and business impact of the officer’s position, (g) retention needs, (h) industry-wide competition for executive talent for such officer’s position, (i) the officer’s success or failure in fulfilling his or her roles and responsibilities in the Company, and (j) generally comparable positions and peer companies with respect to compensation levels with regard to peer group companies. The Committee uses these factors to evaluate the performance level of a particular officer on an individualized basis and does not use standardized formulas or weighting in this determination.

On January 18, 2013, the Company granted an award of 10,000 shares of restricted stock to Mr. Sircar, of which 50% will vest on January 18, 2015 and the remaining 50% will vest on January 18, 2017, if he remains employed by the Company on such dates.

On January 25, 2012, the Compensation Committee approved changes to the terms of the performance share awards which had been granted to all Executive Council members on May 12, 2011, including Messrs. Sircar, Kemp, Tugnait, Kandula and Murthy, extending the performance period under each of these awards such that the period would end on June 30, 2016. On July 17, 2013, the Compensation Committee approved the further extension of the performance period under each of these same performance share awards, such that the period ends on June 30, 2017. No other changes have been made to the terms of these performance share awards.

On March 4, 2013, the Compensation Committee approved the grant of 81,617 shares of our Common Stock to Mr. Murthy, based upon the achievement of 175% of the target with regard to Mr. Murthy’s March 30, 2010 performance share award (which was based upon the Company’s EPS growth over its performance period relative to the selected companies identified in the performance share award agreement).

Also on July 17, 2013, the Company granted an award of 40,000 shares of restricted stock to each of Messrs. Sircar, Kemp, Tugnait and Kandula, which respectively will vest twenty-five percent (25%) on each anniversary of the grant date if the grantee remains employed.

On September 16, 2013, in connection with his commencement of employment, the Company granted a performance share award to Mr. Vemuri with a target amount of 300,000 shares of common stock, with a performance period extending from September 16, 2013 through June 30, 2017. Vesting of the target amount of shares will occur upon attainment of a twelve-month trailing Adjusted EBITDA goal of $400 million (“Target

26

EBITDA”) at any fiscal quarter end within the performance period, and vesting of two times the target amount of shares (i.e., 600,000 shares of common stock) will occur upon attainment of a twelve-month trailing Adjusted EBITDA of $500 million or greater (the “Maximum EBITDA”) for the Company at any fiscal quarter end within the performance period. In the event that the Company achieves twelve-month trailing EBITDA between the Target EBITDA and the Maximum EBITDA, the aggregated number of performance shares earned under the award will be determined on a linear basis. The Compensation Committee also granted to Mr. Vemuri a stock option award for the purchase of 150,000 shares of common stock and an award of 100,000 shares of restricted stock, each of which will vest twenty-five percent (25%) on each anniversary of the grant date.

In addition, on October 9, 2013, the Compensation Committee granted 10,000 shares of vested common stock to Mr. Watzinger under the 2006 Plan, in appreciation of his service as Interim CEO.

Change of Control, Retention and Severance Benefits

As further discussed in “Narrative to Summary Compensation Table and Grant of Plan-Based Awards Table” below, each of the named executive officers has an employment agreement. Pursuant to these agreements, each executive’s employment may be terminated by the Company (with or without cause) or by the executive for any reason. For purposes of Mr. Vemuri’s employment agreement, “cause” for this purpose generally is defined as the executive’s commission of a crime involving moral turpitude, theft, fraud or deceit, conduct that has or is likely to have an adverse effect on the Company’s reputation, substantial or continued unwillingness to perform his duties as reasonably directed, gross negligence or deliberate misconduct, or any material breach of his obligations under the employment agreement or applicable restrictive covenants. For purposes of Mr. Tugnait’s agreement, “cause” generally is defined as the executive’s dishonesty, violence, willful misconduct, willful disobedience or wilful neglect of duty or for any other cause sufficient in law. If an executive’s employment is terminated by the executive for any reason, or by the Company with “cause”, as applicable, the executive is entitled to payment of base salary through the date of death, disability or termination of employment. Upon termination by the Company, with respect to Messrs. Sircar, Kemp, and Kandula, or by the Company specifically without “cause” with respect to Messrs. Vemuri and Tugnait, certain severance benefits become payable. Outstanding stock options and restricted stock awards or other awards issued pursuant to the 2006 Plan may under certain circumstances vest upon a “change of control” of the Company.

The estimated payments to be made by the Company to the named executive officers in the event that severance benefits become payable or upon a change of control that triggers acceleration are set forth in the Table entitled “Potential Payments Upon Termination or Change in Control” on page 39 of this Proxy Statement.

In addition, on July 17, 2013, the Compensation Committee approved the participation of Messrs. Sircar, Kemp, Tugnait and Kandula in a retention bonus program providing for the payment of two retention bonuses, in the amount of $150,000 on June 30, 2014 and $100,000 on December 31, 2014, provided that the participant remains employed by the Company on such dates.

Other Considerations

Consideration of Say-On-Pay Advisory Vote

At our 2011 annual meeting of stockholders, approximately 99% of our shareholders who voted on the “say-on-pay” advisory proposal approved the compensation we pay to our named executive officers. The Compensation Committee considered the result of this vote in determining the Company’s compensation policies and decisions and believes that the nearly unanimous shareholder vote strongly supports our current compensation philosophy. Therefore, we have not modified our general compensation practices or philosophy in any manner as a result of the 2011 stockholder advisory vote.

27

Retirement Benefits

Each of the named executive officers is entitled to participate in the Company’s tax-qualified defined contribution 401(k) plan on the same basis as all other eligible employees. Under the terms of the 401(k) plan, as prescribed by the Code, the 401(k) elective deferral of any participating employee is limited to a maximum percentage of annual pay or a maximum dollar amount ($17,500 for 2013, with an additional catch-up-contribution of $5,500 (as adjusted under the tax rules) for participants who are age 50 or older).

Perquisites

The Company does not have a formal program providing perquisites to its executive officers. The material perquisites received by the named executive officers are set forth in Note 3 of the Summary Compensation Table.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provides that the Company cannot deduct, for federal income tax purposes, compensation in excess of $1,000,000 for any given year paid to its chief executive officer and the other three most highly compensated Named Executive Officers employed at the end of the year (other than its chief financial officer), except to the extent such excess constitutes performance based compensation. In the course of structuring its compensation policies, the Compensation Committee considers ways to maintain the tax deductibility of Named Executive Officer compensation; however, the Compensation Committee retains the discretion to compensate executives in a manner that it deems best suited to our compensation objectives and philosophy.

In general, the Compensation Committee’s standard policy is to structure compensation arrangements in a manner that will avoid the deduction limitations of Section 162(m), except where it determines that exceeding these limitations is in the best interests of the Company and its shareholders. The 2006 Plan has been structured with the intention that stock options and, generally, performance based awards granted under the 2006 Plan qualify as “performance based compensation” and are generally exempt from the limitations on deduction. However, non-performance based awards, such as any time-vested full value awards under the 2006 Plan, will not qualify as “performance based” compensation for purposes of Section 162(m) and may not be deductible.

The following Compensation Committee Report is not considered proxy solicitation material and is not deemed filed with the SEC. Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act of 1933, as amended, or under the Exchange Act, that might incorporate future filings made by the Company under those statutes, the Compensation Committee Report will not be incorporated by reference into any such prior filings or into any future filings made by the Company under those statutes.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed this Compensation Discussion and Analysis and discussed its contents with Company management. Based on this review and discussion, the Compensation Committee has recommended to the Board that this Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The Compensation Committee

W. Roy Dunbar, Chairman

Martin G. McGuinn

Salim Nathoo

William G Parrett

28

2013 SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to the annual and long-term compensation of the named executive officers.

29

30

2013 GRANTS OF PLAN-BASED AWARDS

31

Narrative to Summary Compensation Table and Grant of Plan-Based Awards Table

During fiscal year 2013, we had various employment agreements in place with each of our named executive officers that govern the terms of their employment. The material terms of each named executive officer’s employment agreement are described below.

Employment Agreement – Ashok Vemuri

Mr. Vemuri entered into an employment agreement dated August 28, 2013 with iGATE Technologies Inc. (“iGT”), a subsidiary of the Company. This agreement has a 5-year term, and automatically renews for additional 5-year terms unless one of the parties provides at least 180-days’ written notice of its nonrenewal. Under this agreement, Mr. Vemuri’s annual base salary is $1,300,000 per annum, with such subsequent increases to be determined by the Board of Directors. The agreement provided for participation in an annual performance-based incentive payment based upon achievement of certain revenue, EPS and EBITDA targets and such other strategic goals or targets set by Compensation Committee in conjunction with Mr. Vemuri. Under his agreement, the target bonus is $500,000, but may range from 0% to 200% of the target bonus, based on Company and individual performance (prorated for fiscal year 2013). The agreement also provides Mr. Vemuri with a grant of 150,000 stock options, 100,000 shares of restricted stock and performance shares for a target of 300,000 shares of common stock under the 2006 Plan (as discussed above). The agreement provides that Mr. Vemuri will be entitled to a Company-leased car and golf club membership, and reimbursement for related expenses. Upon Mr. Vemuri’s involuntary termination without “cause”, Mr. Vemuri would be entitled to 6 months’ prior written notice of termination or, in lieu of notice, 6 months’ salary continuation pay (conditioned upon execution of a

32

general release of claims). For purposes of his agreement, “cause” means (i) the commission of a crime involving moral turpitude, theft, fraud or deceit; (ii) conduct that has or is likely to have an adverse effect on the Company’s reputation, (iii) substantial or continued unwillingness to perform duties as reasonably directed by the board of directors of iGT; (iv) gross negligence or deliberate misconduct; or (v) any material breach of his obligations under restrictive covenants in his employment agreement or other confidentiality or intellectual property assignment agreements with the Company or iGT. Mr. Vemuri may terminate his employment by giving 3 months’ advance notice. The Company may terminate him prior to the end of the 3 months, but then must pay Mr. Vemuri the remainder of the 3 months’ salary, conditioned upon execution of a general release of claims by Mr. Vemuri.

Employment Agreement – Sujit Sircar

Mr. Sircar and iGS entered into an amended employment agreement on January 21, 2009, which has been amended from time to time. Under this agreement, Mr. Sircar’s base annual salary was increased to 4,800,000 Indian Rupees (“Rs.”) and he was eligible for an annual performance-based cash award of up to Rs. 1,600,000, with performance targets to be set by the CEO and Compensation Committee, effective as of January 1, 2009. Either Mr. Sircar or the Company may terminate his employment upon three months’ notice. In the event that three months’ notice of such termination is not given by the Company, Mr. Sircar is entitled to three months of base salary upon termination of employment. Mr. Sircar is also eligible to participate in the 2006 Plan. On January 1, 2010, Mr. Sircar was appointed to the board of iGS as a director on the same terms as described above for a period of five years, except that his base annual salary was limited to Rs. 7,200,000 and his annual performance based incentive was limited to Rs. 2,900,000. On January 19, 2011, iGS and Mr. Sircar entered into an amended employment agreement, the terms of which were approved by the shareholders of iGS on February 14, 2011, increasing his annual performance-based incentive opportunity to Rs. 4,684,852. On July 1, 2011, iGS and Mr. Sircar entered into an amended employment agreement, the terms of which were approved by the shareholders of iGS on September 26, 2011, increasing his annual remuneration to Rs. 8,000,000 and annual performance based incentive to Rs. 4,000,000. On January 25, 2012, the Compensation Committee approved changes to the compensation terms for Mr. Sircar, increasing his annual base salary for 2012 and 2013 from Rs. 8,000,000 to Rs. 12,000,000, his maximum annual performance based incentive compensation for 2012 and 2013 from Rs. 4,000,000 to Rs. 6,000,000 and his 2011 annual performance based incentive from Rs. 4,000,000 to Rs. 4,120,000. The increase in annual base salary for 2012 and 2013 was effective retroactively to January 1, 2012 and the change to the 2012 and 2013 annual performance based incentive compensation would be effective beginning with the bonus to be awarded for 2012. The increase of the 2011 annual performance based incentive compensation had retroactive effect to January 1, 2011. The actual annual bonus payable to Mr. Sircar for 2012 and 2013 was based on the Company’s achievement of certain performance measures. On January 18, 2013, the Compensation Committee approved an amendment to the compensation terms contained in Mr. Sircar’s employment agreement. Mr. Sircar’s maximum annual performance-based incentive compensation for 2012 was retroactively increased to Rs 7,200,000 and the Compensation Committee approved payment of performance-based incentive compensation for 2012 in the amount of Rs 7,200,000. The amended annual bonus target and award required and received the approval of the Company, as the sole shareholder of iGS, on January 23, 2013. On March 19, 2013, iGS and Mr. Sircar entered into an amended employment agreement reflecting the above amendment.

On January 17, 2014, the Compensation Committee approved an amendment to the compensation terms contained in Mr. Sircar’s employment agreement. Mr. Sircar’s annual base salary for 2014 from Rs. 12,000,000 to Rs. 16,650,000 and increase performance-based target bonus for 2014 under the Plan from Rs. 7,200,000 to Rs. 8,350,000 with a maximum payout of 150% of the target. As Mr. Sircar is a whole time Director of iGS, the amended compensation terms require, and are conditioned upon, the approval of the shareholder of iGS in the next General Meeting.

33

Employment Agreement – Derek Kemp

Mr. Kemp and iGT entered into an employment agreement dated July 1, 2011. The terms of this agreement were amended on January 27, 2012 with effect as of January 1, 2012. Under this agreement, Mr. Kemp’s annual base salary is United Kingdom Pound Sterling (“GBP”) 251,000 and he is eligible for an annual performance based cash award of up to GBP. 251,000, based upon a review of performance by the CEO and Compensation Committee. Either Mr. Kemp or the Company may terminate his employment upon six months’ notice. In the event that six months’ notice of such termination is not given by the Company, Mr. Kemp is entitled to six months of salary upon termination. Mr. Kemp is also eligible to participate in the 2006 Plan.

Employment Agreement – Sanjay Tugnait

Mr. Tugnait and iGATE Technologies (Canada) Inc., a subsidiary of iGATE, entered into an employment agreement dated March 26, 2012. Under this agreement, Mr. Tugnait’s annual base salary shall be equal to $500,000, payable in Canadian Dollars (“CAD”) and he is eligible for an annual sales bonus cash award of up to 100% of his annual base salary, in accordance with the company’s sales bonus policy. Upon completion of his first year of employment, Mr. Tugnait is eligible for a guaranteed bonus of one hundred percent (100%) of his annual base salary, and upon completion of the second year of his employment, he is eligible for a guaranteed bonus of thirty percent (30%) of his annual base salary. Either Mr. Tugnait or the company may terminate his employment upon six months’ notice. In the event that six months’ notice of such termination is not given by the Company, Mr. Tugnait is entitled to six months of salary upon termination. Mr. Tugnait is also eligible to participate in the 2006 Plan.

Employment Agreement – Srinivas Kandula

Mr. Kandula and iGS are parties to an employment agreement dated January 8, 2007. On January 28, 2009, iGS and Mr. Kandula entered into an amended employment agreement, increasing the salary of Mr. Kandula in order to align Mr. Kandula’s compensation with similarly situated Head of Human Resources officers of certain peer group companies. Under the amended employment agreement, Mr. Kandula’s base salary was increased to Rs. 4,800,000 per annum and he is eligible for an annual performance-based incentive opportunity of up to Rs. 1,600,000 per annum, with performance targets to be set by CEO, effective as of January 1, 2009. Either Mr. Kandula or the Company may terminate his employment upon three months’ notice. In the event that three months’ notice of such termination is not given by the Company, Mr. Kandula is entitled to three months of salary upon termination of employment. Mr. Kandula is also eligible to participate in the 2006 Plan. On April 27, 2010, Mr. Kandula’s base salary was increased to Rs. 5,856,065 per annum and an annual performance-based incentive opportunity of Rs. 2,342,426 per annum. On April 27, 2010, Mr. Kandula’s base salary was increased to Rs. 5,856,065 per annum and an annual performance-based incentive opportunity of Rs. 2,342,426 per annum. On July 01, 2011, Mr. Kandula’s base salary was increased to Rs. 8,000,000 per annum and an annual performance-based incentive opportunity of Rs. 4,000,000 per annum effective from January 01, 2011. On January 27, 2012, Mr. Kandula’s base salary was increased to Rs. 10,000,000 per annum and an annual performance-based incentive opportunity of Rs. 5,000,000 per annum.

On January 17, 2014, the Compensation Committee approved an amendment to the compensation terms contained in Mr. Kandula’s employment agreement. Mr. Kandula’s annual base salary for 2014 from Rs. 10,000,000 to Rs. 14,000,000 and increase performance-based target bonus for 2014 under the Plan from Rs. 5,000,000 to Rs. 7,000,000 with a maximum payout of 150% of the target.

Offer of Appointment – Gerhard Watzinger

Mr. Watzinger entered into an agreement with iGS for the position of Chief Executive Officer and President on an interim basis, by letter dated May 24, 2013. Under the terms of the letter agreement, Mr. Watzinger was compensated with a base salary at the rate of $100,000 per month. Either party could terminate the agreement at

34

any time with 30 days’ advance notice, provided that upon appointment of a successor Chief Executive Officer, or upon termination due to willful misconduct or nonperformance, no advance notice would be required.

Employment Agreement – Phaneesh Murthy

Mr. Murthy and iGS were parties to an employment agreement dated as of April 18, 2008, as amended. Under this agreement, Mr. Murthy’s annual base salary was $1,000,000 and he was eligible for an annual performance based incentive of up to $600,000. The agreement also provided Mr. Murthy with a Company- leased car, grant of stock options, and post-termination benefits of up to $6,000 per month until the later of Mr. Murthy or his spouse reaches age 65 or becomes eligible for health coverage under a government-sponsored program, and twelve month’s base salary payable as severance in the event he was terminated other than for “cause.” As Mr. Murthy was terminated by the Company for “cause” effective May 20, 2013, no severance was payable under this agreement.

35

2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END