Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 6, 2009, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of iGATE Corporation (the "Company"), the Board appointed Martin G. McGuinn to the Company's Board of Directors. Upon his appointment to the Board, Mr. McGuinn will also be appointed to the Compensation and Audit Committees of the Board.

There are no arrangements or understandings between Mr. McGuinn and the Company or any employee or affiliate of the Company, pursuant to which Mr. McGuinn was selected as a director. In addition, neither Mr. McGuinn nor any member of his immediate family has or will have any direct or indirect material interest in any transaction with the Company. Mr. McGuinn qualifies as an "independent director" as that term is defined by Rule 5605(A)(2) of the Nasdaq listing standards.

Upon his appointment to the Board, Mr. McGuinn will be compensated in accordance with the Company's director compensation program. The compensation structure for the Company's directors includes: (1) annual cash compensation of $30,000 per annum which Mr. McGuinn may take in cash or shares or split between cash and shares of restricted stock as he may decide, (2) a one time grant of 100,000 stock options to Mr. McGuinn at fair market value, as of the date of his appointment, with 20,000 stock options vesting annually over a period of 5 years, (3) a one time grant of 20,000 stock options at fair market value should Mr. McGuinn serve as Chairman of any Committee of the Board with 4,000 stock options vesting annually over a period of 5 years, and (4) a one time grant of 10,000 stock options (5,000 stock options per committee) at fair market value, as of the date of his appointment, for Mr. McGuinn's appointment to the Audit and Compensation Committees of the Board, with 2,000 stock options vesting annually over a period of 5 years.

Including his position as the former Chairman and Chief Executive Officer of Mellon Financial Corporation, a global financial services company headquartered in Pittsburgh, Mr. McGuinn brings extensive business experience to his new role at the Company, as described in a press release attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Press release dated July 8, 2009 announcing the appointment of Mr. McGuinn to the Board.

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