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Exult Inc · DEF 14A · For 5/17/01

Filed On 4/13/01 1:02pm ET · SEC File 0-30035 · Accession Number 1095811-1-501228

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/13/01  Exult Inc                         DEF 14A     5/17/01    1:24                                     Bowne of Los Ang..Inc/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Notice & Proxy Statement                   24    133K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Compensation Committee Interlocks and Insider Participation Continuing Directors Director Nominees Executive Compensation Other Business; Stockholder Proposals Security Ownership of Certain Beneficial Owners and Management
1	1st Page
4	Director Nominees
5	Continuing Directors
7	Compensation Committee Interlocks and Insider Participation
8	Security Ownership of Certain Beneficial Owners and Management
11	Executive Compensation
16	Certain Relationships and Related Transactions
19	Other Business; Stockholder Proposals

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Sponsored Ads...

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
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

EXULT, INC.
--------------------------------------------------------------------------------
(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):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

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EXULT, INC.
4 Park Plaza, Suite 1000
Irvine, California 92614

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 17, 2001

The annual meeting of stockholders of Exult, Inc., a Delaware
corporation (the "Company"), will be held at the Hyatt Regency Irvine, 17900
Jamboree Road, Irvine, California on May 17, 2001 at 9:00 a.m. local time, to
consider and act upon the following matters:

1. To elect three Class 1 directors of the Company to serve for the
ensuing three years; and

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Company's Board of Directors has fixed the close of business on
April 2, 2001 as the record date for determining stockholders entitled to notice
of the annual meeting and to vote at the annual meeting or any adjournment
thereof. A proxy statement is enclosed; please read it carefully. Proxies are
being solicited by the Board of Directors of the Company.

All stockholders are cordially invited to attend the meeting. You are
urged to sign, date and complete the enclosed proxy card and return it promptly
in the enclosed envelope even if you plan to attend the meeting. If you attend
the meeting and wish to vote your shares in person, you may do so even if you
have signed and returned your proxy card.

By the order of the Board
of Directors

/s/ BRIAN W. COPPLE
------------------------------
Brian W. Copple
Secretary

Irvine, California
April 16, 2001

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EXULT, INC.
4 Park Plaza, Suite 1000
Irvine, California 92614
(949) 250-8002

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 17, 2001

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Exult, Inc., a Delaware corporation (the
"Company"), for use at the annual meeting of stockholders to be held at the
Hyatt Regency Irvine, 17900 Jamboree Road, Irvine, California, on Thursday, May
17, 2001, at 9:00 a.m., local time and at any postponements and adjournments
thereof. This proxy statement and the accompanying proxy card will be first
mailed to the Company's stockholders on or about April 16, 2001.

The expense of preparing, assembling, and mailing these proxy materials
and the cost of soliciting proxies will be paid by the Company. The Company will
pay brokers or other persons holding stock in their names or the names of their
nominees for the reasonable expenses of forwarding soliciting material to their
principals. Proxies may be solicited in person or by telephone, telefax or other
electronic means by personnel of the Company, who will not receive any
additional compensation for such solicitation.

VOTING

The close of business on April 2, 2001 is the record date for the
determination of stockholders entitled to notice of the meeting and to vote at
the meeting. On that date there were 91,242,389 shares of the Company's common
stock outstanding. Each share is entitled to one vote on any matter that may be
presented for consideration and action by the stockholders at the meeting. The
holders of a majority of the shares of common stock outstanding on the record
date and entitled to be voted at the meeting, present in person or by proxy,
will constitute a quorum for the transaction of business at the meeting and any
adjournments and postponements thereof. Affiliates of General Atlantic Partners,
LLC own more than 50% of the Company's outstanding Common Stock and accordingly
will be able to elect directors to fill available vacancies, and to determine
whether any other proposals brought before the meeting for stockholder action
are approved.

Shares abstained or subject to a broker non-vote are counted as present
for the purpose of determining the presence or absence of a quorum for the
transaction of business. For any proposals other than the election of directors,
abstentions are counted in tabulations of the votes cast on a proposal presented
to stockholders and generally have the same effect as a vote against the
proposal, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved. With regard to the election of directors,
votes may be cast in favor of the director or withheld. Because directors are
elected by plurality, abstentions from voting and broker non-votes will be
excluded from the vote and will have no effect on its outcome. If a quorum is
present at the meeting, the nominees receiving the greatest number of votes (up
to three directors) will be elected.

Each properly submitted proxy will be voted in accordance with the
stockholder's instructions contained therein. Any proxy that is signed and
returned by a stockholder without specifying a vote will be voted in favor of
the election of the nominees named in this proxy statement.

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In addition, the persons acting as proxies will cast their votes in
their discretion for any additional matters that are properly brought up for
consideration at the meeting. Any stockholder who submits a proxy may revoke it
at any time before it is voted at the meeting by submitting a written notice of
revocation to the Secretary of the Company or by filing with the Company a valid
proxy bearing a later date. A proxy will not be voted if the stockholder who
submitted it attends the meeting and elects to vote in person.

"DIRECTORS AND EXECUTIVE OFFICERS"

Portions of this Proxy Statement under the headings "Director
Nominees," "Continuing Directors," "Security Ownership of Certain Beneficial
Owners and Management," "Executive Compensation," and "Certain Relationships and
Related Transactions" are incorporated by reference into Items 10-13 of Part III
of the Company's annual report on Form 10-K for the fiscal year ended December
31, 2000.

PROPOSAL I

ELECTION OF DIRECTORS

The Company's bylaws provide for division of the Board of Directors
into three classes, with each class consisting of approximately one-third of the
total number of directors and serving a staggered three-year term. The Company
currently has three Class 1 directors, two Class 2 directors, and three Class 3
directors, whose terms will expire, respectively, at the 2001, 2002, and 2003
annual meetings of stockholders (in all cases subject to the
election/appointment and qualification of their successors or their earlier
death, resignation, or removal). At each annual meeting of stockholders,
directors are elected for a term of three years to succeed those directors whose
terms then expire. The Class 1 directors elected at the 2001 annual meeting of
stockholders will serve until the 2004 annual meeting of stockholders (subject
to the election/appointment and qualification of their successors or their
earlier death, resignation, or removal).

THE PERSONS NAMED IN THE ENCLOSED PROXY WILL VOTE TO ELECT MARK F.
DZIALGA, MICHAEL A. MILES AND THOMAS J. NEFF AS CLASS 1 DIRECTORS, UNLESS THE
AUTHORITY TO VOTE FOR THEIR ELECTION IS WITHHELD BY MARKING THE PROXY CARD TO
THAT EFFECT. Messrs. Dzialga, Miles and Neff are currently Class 1 directors and
have indicated their willingness to serve if elected. However, if they are
unable or unwilling to stand for election, proxies may be voted for a substitute
nominee designated by the Board of Directors. Proxies cannot be voted for a
greater number of persons than the number of nominees named.

The following sets forth, for the Class 1 nominees and for each
director whose term continues after the annual meeting, his name and age, his
positions and offices with the Company, his previous principal occupations and
business experience, the names of any other public companies for which he is a
director, the year he became a director of the Company, and the year his current
term as a director of the Company will expire.

DIRECTOR NOMINEES

NOMINEES FOR CLASS 1 DIRECTORS - NEW TERM TO EXPIRE 2004:

MARK F. DZIALGA, 36, is currently a managing member of General Atlantic
Partners, LLC, a private equity investment firm focused exclusively on Internet
and information technology investments on a global basis. Mr. Dzialga has been
with General Atlantic Partners LLC since July 1998 and was the co-head of the
Merger Technology Group at Goldman, Sachs & Co. from 1990 to 1998. Mr. Dzialga
is a director of several private information technology companies. Mr. Dzialga
received an M.B.A. degree from the Columbia University School of Business and a
B.S. degree in Accounting from Canisius College. Mr. Dzialga was elected to the
Board in 2000 and is a member of the audit & finance committee.

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MICHAEL A. MILES, 61, is the former Chairman of the Board and Chief
Executive Officer of Philip Morris Companies Inc., having served in that
position from September 1991 to July 1994. Prior to assuming that position, Mr.
Miles was Vice Chairman and a member of the Board of Directors of Philip Morris
Companies Inc. and Chairman and Chief Executive Officer of Kraft General Foods,
Inc., positions he held from December 1989. Mr. Miles also is a Special Limited
Partner in the investment firm of Forstmann Little & Co. and is the
non-executive chairman of Community Health Systems, a hospital management
company owned by Forstmann Little & Co. He is also a member of the boards of
directors of Dell Computer Corporation, Morgan Stanley Dean Witter, Sears,
Roebuck and Co., Time Warner Inc., The Allstate Corporation and Interpublic
Group of Companies, Inc. Mr. Miles was elected to the Board in 1999 and is a
member of the audit & finance committee.

THOMAS J. NEFF, 63, has been the Chairman of Spencer Stuart, U.S., an
executive search consulting firm, since October 1996, and has been employed with
Spencer Stuart since 1976, including as President from 1979 until October 1996.
Before joining Spencer Stuart, he was a principal with Booz, Allen & Hamilton,
Inc. from 1974 to 1976, served as President of Hospital Data Sciences, Inc. from
1969 to 1974, and held a senior marketing position with TWA from 1966 to 1969.
Earlier he was a management consultant with McKinsey & Company in New York and
Australia. Mr. Neff is a director of ACE Limited and the Lord Abbett Mutual
Funds. Mr. Neff received his M.B.A. degree from Lehigh University and a B.S. in
Industrial Engineering from Lafayette College. Mr. Neff was elected to the Board
in 2000 and is a member of the compensation committee.

CONTINUING DIRECTORS

CLASS 2 DIRECTORS -TERM EXPIRES 2002:

JOHN R. OLTMAN, 56, has served as the President of JRO Consulting Inc.
since 1995, in which role he serves as director, advisor and investor in leading
technology companies and investment firms. From February 1996 through August
1997, Mr. Oltman served as Executive Chairman and senior member of the Executive
Committee of TSW International, a global leader in asset care software and
services. From June 1991 to November 1995, Mr. Oltman served as the Chairman and
Chief Executive Officer of SHL Systemhouse, a large provider of client/server
systems integration and technology outsourcing. Before joining SHL Systemhouse,
Mr. Oltman was the world-wide managing partner responsible for systems
integration and outsourcing services for Andersen Consulting. Mr. Oltman serves
as the Vice-Chairman of Lante Corporation and Chairman of XOR, Inc. and Evolve
Software, Inc., and serves as a director for Alysis Technologies, Inc. and
Premier Systems Integrators, Inc. Mr. Oltman received a B.S. degree from
University of Illinois and an M.B.A. degree from Northwestern University's
Kellogg School of Management. Mr. Oltman was elected to the Board in 1999 and is
a member of the audit & finance committee.

A. MICHAEL SPENCE, 57, has served as a partner of Oak Hall Venture
Partners, a venture capital firm, since September 2000. Mr. Spence served as
Dean of the Graduate School of Business at Standard University from July 1990
until August 1999, and as a professor at the Graduate School of Business from
August 1999 to August 2000. From 1975 to 1990, Mr. Spence served as a Professor
of Economics and Business Administration at Harvard University. From 1984 to
1990, Mr. Spence served as the Dean of the Faculty of Arts and Sciences at
Harvard University. In 1983, he was named Chairman of the Department of
Economics and Business Administration at Harvard University. From 1973 to 1975,
Mr. Spence served as an Associate Professor of Economics at Stanford University.
Mr. Spence currently serves on the Boards of Directors of Siebel Systems, Inc.,
General Mills, Inc., Nike, Inc., Blue Martini Software, and Torstar. Mr. Spence
has a B.A. degree from Princeton University, a B.S. degree and an M.A. degree
from Oxford University and a Ph.D. in Economics from Harvard University. Mr.
Spence was elected to the Board in 1999 and is a member of the audit & finance
committee and the compensation committee.

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CLASS 3 DIRECTORS - TERM EXPIRES 2003:

J. MICHAEL CLINE, 41, served as Chairman of the Board of the Company
until February 2000. Since December 1, 1999, Mr. Cline has been the Managing
Partner of Accretive Technology Partners, LLC, a private investment company
focused on building market leaders in the software, IT services and business
process outsourcing markets. From 1989 to 1999, Mr. Cline served as a Managing
Member of General Atlantic Partners, LLC, a private equity investment firm
focused exclusively on Internet and information technology investments on a
global basis. From 1986 to 1989, Mr. Cline helped found AMC, a software company
that was later sold to Legent Corporation. Prior to AMC, Mr. Cline was an
associate at McKinsey & Company. Mr. Cline currently serves as a director of
Manugistics Group, Inc., Brio Technology, Inc., FirePond, Inc., and EXE
Technologies, Inc., as well as a number of private technology companies. Mr.
Cline is also a Trustee of the Wildlife Conservation Society. Mr. Cline received
an M.B.A. degree from Harvard Business School and a B.S. degree from Cornell
University. Mr. Cline was elected to the Board in 1998 and is a member of the
compensation committee and the nominating & governance committee.

STEVEN A. DENNING, 52, is currently the Executive Managing Member of
General Atlantic Partners, LLC, a private equity investment firm focused
exclusively on Internet and information technology investments on a global
basis, and has been with General Atlantic Partners, LLC since 1980. Mr. Denning
is a director of Eclipsys Corporation, Manugistics Group, Inc., EXE
Technologies, Inc., Infogrames, Inc. and two private information technology
companies. Mr. Denning received an M.B.A. degree from Stanford Graduate School
of Business, an M.S. degree from the Naval Graduate School in Monterey,
California and a B.S. degree from the Georgia Institute of Technology. Mr.
Denning was elected to the Board in 1998 and is a member of the compensation
committee and the nominating & governance committee.

JAMES C. MADDEN, V, 39, has been the Company's Chief Executive Officer
and President since November 1998 and the Chairman since February 2000. Mr.
Madden served as the Corporate Chief Financial Officer at MCI Systemhouse, the
outsourcing unit of MCI, from June 1997 to November 1998. From June 1995 to June
1997, Mr. Madden served as the President of the U.S. and Latin American
Divisions, and from January 1994 to June 1995, he was the General Manager of MCI
Systemhouse's Pacific Region. He first joined MCI Systemhouse in 1993 as Vice
President and Managing Director of the Los Angeles office. Prior to joining MCI
Systemhouse, Mr. Madden was a Principal at Booz-Allen & Hamilton from 1991 to
1993. Mr. Madden began his career with Andersen Consulting, where he created and
led Andersen's first outsourcing practice on the west coast. Mr. Madden received
his B.B.A. degree in Finance and B.A. degree in Geology from Southern Methodist
University. Mr. Madden was elected to the Board in 1998.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has an audit & finance committee, a compensation
committee and a nominating & governance committee. The Board of Directors has
adopted a written charter for each committee. The charter of the audit & finance
committee is attached as Appendix A to this proxy statement.

During 2000, the Board of Directors met in person six times and took
action eight times by written consent in lieu of a meeting. The audit & finance
committee met two times. The compensation committee met twice and took action
three times by written consent in lieu of a meeting. The nominating & governance
committee did not meet in 2000. Each of the directors attended 75% or more of
the meetings of the Board of Directors and the committees on which he served.

Audit & Finance Committee - The audit & finance committee consists of
Messrs. Dzialga, Miles, Oltman and Spence. All members of the committee other
than Mr. Dzialga are "independent" directors under the National Association of
Securities Dealers, Inc. listing standards applicable to the Company. Mr.
Dzialga is not "independent" because he is employed by an affiliate of General
Atlantic Partners, LLC, whose affiliates in turn own a majority of the Company's
outstanding common stock. Consistent with the NASD listing standards,

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the Company's Board of Directors determined that the best interests of the
Company and its stockholders are served by an audit & finance committee that
includes both three independent members, consistent with applicable listing
standards, and Mr. Dzialga, whose business and financial experience will assist
the committee in fulfilling its responsibilities. The members of the board
concluded that the three independent members of the committee provide
appropriate balance, and that Mr. Dzialga's relationship with General Atlantic
Partners, LLC will not interfere with his exercise of independent judgment.

The audit & finance committee assists the Board of Directors with its
responsibilities as related to the accounting, reporting and financial practices
of the Company and reviews the Company's internal controls, accounting and audit
activities, and financial policies in general. The audit & finance committee
also recommends the appointment of and evaluates the independence of the
Company's independent auditors, reviews the audit procedures and other services
provided by the Company's auditors, and reviews the Company's financial
statements and the results of auditor's reports.

Compensation Committee - The compensation committee consists of Messrs.
Cline, Denning, Neff and Spence. The compensation committee reviews and makes
recommendations to the Board of Directors on matters relating to director and
employee compensation and benefits, and reviews and approves salaries, benefits,
bonuses and equity incentives for all executive officers. The compensation
committee also administers the Company's equity incentive and stock option
plans.

Nominating & Governance Committee - The nominating & governance
committee consists of Messrs. Cline and Denning. The nominating & governance
committee identifies, screens and recommends qualified candidates to serve as
directors of the Company and maintains oversight of the operation and
effectiveness of the Board of Directors, as well as certain corporate governance
functions. The nominating & governance committee will consider nominees for
director recommended by stockholders if the procedures described in "Other
Business; Stockholder Proposals" are followed.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Cline, Denning, Neff and Spence are not current or former
officers or employees of Exult, Inc. or any of its subsidiaries, except that Mr.
Cline served as Chairman of the Board for the first 14 months after the
Company's formation. There are no compensation committee interlocks between
Exult, Inc. and other entities involving Exult's executive officers and board
members who serve as executive officers or board members of the other entities.

In October 2000, the Company paid approximately $116,000 to Accretive
Technology Partners, LLC for due diligence services Accretive Technology
performed in connection with a potential business acquisition considered by the
Company. J. Michael Cline, a director of the Company and a member of the
compensation committee, is the Managing Partner of Accretive Technology
Partners, LLC.

COMPENSATION OF DIRECTORS

Our directors receive no cash compensation for serving on the Board of
Directors or any board committee. However, directors are reimbursed for
reasonable expenses incurred in attending board and committee meetings. Our
directors have in the past received various option grants and opportunities to
purchase shares of our Common Stock. It is anticipated that the Board of
Directors will grant stock options to any newly appointed directors, with the
number of shares subject to those options determined in the board's discretion
at the time of grant based upon various factors, including the market value of
the Company's Common Stock, the state of the Company's business, market
conditions, director compensation at comparable companies, option levels for
other directors of the Company, and any other compensation then payable by the
Company to its directors. In addition, on the date of each annual stockholders'
meeting each non-employee director who has served as a director for at least 180
days and is to continue as a non-employee director following that meeting

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will automatically receive an option to purchase up to 10,000 shares of Common
Stock. The Board of Directors may, in its discretion, grant additional annual
share options to nonemployee directors based upon various factors including
those listed above. All stock options previously issued to directors have an
exercise price equal to the fair market value of the Common Stock on the date of
grant and vest with respect to 25% of the underlying shares on the first
anniversary of the date of grant, and with respect to the balance of the
underlying shares in 36 equal monthly installments thereafter. No other
arrangement exists pursuant to which any director of the Company was compensated
during the Company's last fiscal year for any service provided as a director. In
the future, the Company may consider other forms of director compensation,
including cash fees.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of Common Stock of the Company as of December 31, 2000 by:
(i) each person known by the Company to own beneficially more than 5% of the
Company's outstanding shares of Common Stock, (ii) each director of the Company,
(iii) the Company's Chief Executive Officer and the Company's four other most
highly compensated executive officers, and (iv) all directors and executive
officers of the Company as a group. Unless otherwise indicated, and subject to
applicable community property laws, each stockholder listed below has sole
voting power and sole investment power with respect to shares shown as owned by
such stockholder. Information as to beneficial ownership is based upon
statements furnished to the Company by such persons.

[Enlarge/Download Table]

OPTIONS PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERS(2) SHARES(#) (#)(2) TOTAL(#) OWNED(3)
---------------------------------------- ---------- ------- ---------- --------

Steven A. Denning(4)...................... 52,698,745 10,000 52,708,745 57.9

Mark Dzialga(4)........................... 52,698,745 10,000 52,708,745 57.9
Partnerships Affiliated with General
Atlantic Partners, LLC(4)............... 52,698,745 0 52,698,745 57.9

Bank of America Corporation............... 10,000,000(5) 0 10,000,000 11.0

James C. Madden, V........................ 8,794,334 898,600 9,683,184 10.5

BP International Limited.................. 8,607,465 0 8,607,465 9.5

Stephen M. Unterberger.................... 0 2,591,325 2,591,325 2.8

Kevin M. Campbell......................... 0 850,000 850,000 *

Douglas L. Shurtleff...................... 100,000 532,575 632,575 *

Robert W. Gunn............................ 50,000 385,680 435,680 *

John R. Oltman........................... 200,150 10,000 210,150(6) *

Thomas J. Neff........................... 0 175,000 175,000 *

A. Michael Spence........................ 127,695(7) 10,000 137,695 *

Michael A. Miles......................... 0 127,195 127,195 *

J. Michael Cline......................... 50,000(8) 10,000 60,000 *

All directors and executive officers
as a group (17 persons)................ 62,020,924 5,843,375 67,864,299 70.1

--------------
* Less than one percent.

(1) The address for each of the officers and directors is 4 Park Plaza, Suite
1000, Irvine, California 92614. The address for General Atlantic Partners,
LLC and its affiliates is 3 Pickwick Plaza, Greenwich, Connecticut 06830.
The address for BP International Limited is Britannic House, One Finsbury
Circus, London England EC2M 7BA. The address for Bank of America
Corporation is 100 North Tryon Street, Charlotte, North Carolina 28255.

(2) Represents shares of common stock that may be acquired pursuant to stock
options exercisable as of or within 60 days after December 31, 2000. Some
options are exercisable before vesting.

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(3) Applicable percentage of ownership is based on 90,956,285 shares of Common
Stock outstanding as of December 31, 2000, together with applicable stock
options, if any, for such stockholder. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
includes voting and investment power with respect to shares. Shares of
Common Stock subject to options currently exercisable or exercisable within
60 days after December 31, 2000 are deemed outstanding for computing the
percentage of ownership of the person holding such stock options, but are
not deemed outstanding for computing the percentage of any other person.

(4) Includes 52,698,745 shares held by the following General Atlantic
partnerships: 25,186,335 shares held by General Atlantic Partners 54, L.P.;
6,025,715 shares held by General Atlantic Partners 57, L.P.; 11,689,365
shares held by General Atlantic Partners 60, L.P.; 4,191,300 shares held by
GAP Coinvestment Partners, L.P.; and 5,606,030 shares held by GAP
Coinvestment Partners II, L.P. Each of Messrs. Denning and Dzialga is a
director of Exult, a managing member of General Atlantic Partners, LLC, and
a general partner of each of GAP Coinvestment Partners L.P. and GAP
Coinvestment Partners II, L.P. General Atlantic Partners, LLC is the
general partner of General Atlantic Partners 54, L.P., General Atlantic
Partners 57, L.P., and General Atlantic Partners 60, L.P. The general
partners of GAP Coinvestment Partners, L.P. and GAP Coinvestment Partners
II, L.P. are also managing members of General Atlantic Partners, LLC. Each
of Messrs. Denning and Dzialga disclaims beneficial ownership of the shares
held by the General Atlantic partnerships, except to the extent of his
pecuniary interest therein.

(5) Includes an exercisable warrant to purchase up to 5,000,000 shares of
Common Stock.

(6) Shares and options are owned by JRO Consulting, Inc., which is affiliated
with Mr. Oltman

(7) Includes 10,500 shares owned by trusts for which Mr. Spence is trustee.

(8) Mr. Cline is the Managing Member of Accretive Associates I, LLC, which is
the Managing Member of the limited liability company that owns the
securities (Accretive Investors VI, LLC). Mr. Cline disclaims beneficial
ownership of the securities except to the extent of his pecuniary interest
therein.

FEES PAID TO INDEPENDENT AUDITORS

Set forth below are the aggregate fees billed for professional services
rendered to the Company by its independent auditors for fiscal 2000.

Audit Fees $357,200

Financial Information Systems Design
and Implementation Fees None

All Other Fees $189,456
(Includes primarily fees for advice regarding design and
implementation of, U.K.-based compensation programs.)

Total Fees $546,656

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REPORT OF THE AUDIT & FINANCE COMMITTEE

April 16, 2001

The Audit & Finance Committee has reviewed and discussed with the
Company's management the Company's audited financial statements as of and for
the year ended December 31, 2000.

The Audit & Finance Committee has discussed with the Company's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended.

The Audit & Finance Committee has received from the independent
auditors the written disclosures and the letter required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as amended, and discussed with them their independence.

Based on the reviews and discussions referred to above, the Audit &
Finance Committee recommended to the Board of Directors that the financial
statements referred to above be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.

This Report was submitted by
the Audit & Finance Committee

John R. Oltman, Chair
Mark F. Dzialga
Michael A. Miles
A. Michael Spence

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the fiscal year 2000 compensation for
the Company's Chief Executive Officer, and for each of the four most highly
compensated executive officers other than the Chief Executive Officer (the
"Named Executive Officers").

[Enlarge/Download Table]

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS ($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
------------------ ---- --------- --------- --------------- ------------ ---------------

James C. Madden, V, 2000 450,000 -- 11,449(4) 74,450 18,878(5)
Chief Executive Officer 1999 504,808 22,893 9,243(4) 885,600 11,161(6)

Kevin M. Campbell, 2000(1) 236,923 -- -- 1,000,000 100,000(7)
Operations President

Robert W. Gunn, 2000 300,000 30,000 -- 29,200 5,250(8)
Senior Vice President, 1999(2) 31,818 -- -- 435,680 --
Client Leadership

Douglas L. Shurtleff, 2000 228,462 -- -- 48,200 6,373(9)
Executive Vice President 1999(3) 63,461 3,034 -- 619,575 --
Chief Financial Officer

Stephen M. Unterberger 2000 397,847 -- 51,992(4) 68,200 60,026(10)
Executive Vice President, 1999 323,918 22,989 19,916(4) 2,578,325 21,728(7)
Development & Consulting

-------------------

(1) Mr. Campbell joined the Company on May 30, 2000.

(2) Mr. Gunn joined the Company on November 19, 1999.

(3) Mr. Shurtleff joined the Company on September 3, 1999.

(4) Reimbursement for taxes related to insurance premiums and/or relocation
expenses.

(5) Includes $13,824 for life and disability insurance premiums and $5,054 for
401(k) plan matching contributions.

(6) Life and disability insurance premiums.

(7) Relocation expenses.

(8) 401(k) plan matching contributions.

(9) Includes $1,123 for life insurance premiums and $5,250 for 401(k) plan
matching contributions.

(10) Includes $15,495 for life and disability insurance premiums and $44,531 for
relocation expenses.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding stock options
granted to the Named Executive Officers during 2000.

[Enlarge/Download Table]

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATE OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM ($)(3)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR(1) SHARE($) DATE(2) 5% 10%
---- ---------- -------------- --------- ---------- --------- ----------

James C. Madden, V 13,000 .17 9.62 2/14/10 78,649 199,313
5,200 .07 10.00 6/1/10 32,702 82,874
56,250 .75 15.19 9/27/10 537,351 1,361,753

Kevin M. Campbell 850,000 11.37 10.00 5/30/10 5,345,604 13,546,810
23,333 .31 15.19 9/27/10 222,898 564,867
126,667 1.69 8.38 11/29/10 667,552 1,691,708

Robert W. Gunn 5,200 .07 10.00 6/1/10 32,702 82,874
24,000 .32 15.19 9/27/10 229,269 581,014

Douglas L. Shurtleff 13,000 .17 9.62 2/14/10 78,649 199,313
5,200 .07 10.00 6/1/10 32,702 82,874
30,000 .40 15.19 9/27/10 286,587 726,268

Stephen M. Unterberger 13,000 .17 9.62 2/14/10 78,649 199,313
5,200 .07 10.00 6/1/10 32,702 82,874
50,000 .67 15.19 9/27/10 477,645 1,210,447

---------------------

(1) Based upon 7,474,989 total shares underlying all stock options granted in
2000.

(2) All options disclosed above with an expiration date of February 14, 2010 or
May 30, 2010 were granted for ten-year terms pursuant to the Company's 1999
Stock Option/Stock Issuance Plan and are exercisable in full upon grant,
subject to vesting of unexercised options and shares issued upon exercise
prior to vesting at a rate of 25% of the option shares on the first
anniversary of the grant date and the balance of the option shares in 36
equal monthly installments thereafter. Shares purchased under the 1999 plan
upon exercise of unvested options are subject to repurchase by the Company
at their initial purchase price to the extent not vested at the time of
termination of employment. All options disclosed above with an expiration
date of June 1, 2010, September 27, 2010 or November 29, 2010 were granted
for ten-year terms pursuant to the Company's 2000 Equity Incentive Plan and
vest and become exercisable with respect to 25% of the option shares on the
first anniversary of the grant date and the balance of the option shares in
36 equal monthly installments thereafter.

(3) The potential realizable values listed are based on an assumption that the
market price of the Company's Common Stock appreciates at the stated rate,
compounded annually, from the date of grant to the expiration date. The 5%
and 10% assumed rates of appreciation are determined by the rules of the
Securities and Exchange Commission and do not represent the Company's
estimate of the future market value of its Common Stock. Actual gains, if
any, are dependent on the future market price of the Company's Common
Stock.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY END OPTION VALUES

The following table sets forth the number of shares acquired on
exercise of stock options and the aggregate gains realized on exercise during
2000 by the Named Executive Officers. This table also sets forth the number of
shares covered by both exercisable and non-exercisable stock options as of
December 31, 2000 and the aggregate gains that would have been realized had
these options been exercised on that date.

[Enlarge/Download Table]

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FY END(#) FY END($)(1)
ACQUIRED ON VALUE ------------------------------- -----------------------------
NAME EXERCISE(#)(2) REALIZED($)(3) EXERCISABLE(4) UNEXERCISABLE EXERCISABLE(4) UNEXERCISABLE
---- -------------- -------------- -------------- ------------- -------------- -------------

James C. Madden, V -- -- 898,600 61,450 10,340,046 16,900

Kevin M. Campbell -- -- 850,000 150,000 2,762,500 616,868

Robert W. Gunn 50,000 371,500 385,680 29,200 4,504,742 16,900

Douglas L. Shurtleff 71,840 928,179 532,575 35,200 6,567,923 16,900

Stephen M. Unterberger -- -- 2,591,325 55,200 33,584,163 16,900

---------------------
(1) These amounts represent the difference between the exercise price of the
in-the-money options and the market price of the Company's Common Stock on
December 29, 2000 (the last trading day of 2000). The closing price of the
Company's Common Stock on that day on the Nasdaq National Market was
$13.25. Options are in-the-money if the market value of the shares covered
thereby is greater than the option exercise price.

(2) Shares acquired upon exercise of stock options in 2000.

(3) Calculated as the difference between the option exercise price and the fair
market value of the Company's Common Stock on the date of exercise, for
each share acquired upon exercise. Includes shares acquired upon exercise
of unvested options and/or shares acquired but not sold; accordingly,
"value realized" does not necessarily equate to sales proceeds received.

(4) Numbers of shares and value computations for "exercisable" options include
options issued under the Company's 1999 Stock Option/Stock Issuance Plan
that are exercisable before vesting. Unvested shares may not be sold.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

The Company is party to an Employment Agreement, a Severance Agreement
and a Stock Option Addendum with each of the Named Executive Officers. The terms
and conditions of each such agreement are described below.

Employment Agreements. Each of the employment agreements provides for
at-will employment with a base salary of $450,000 for Mr. Madden, $400,000 for
Mr. Campbell, $300,000 for Mr. Gunn, $240,000 for Mr. Shurtleff, and $400,000
for Mr. Unterberger. The base salary may be increased or decreased in the
Company's discretion, provided that base salary decreases more than once in any
365-day period, by more than 15% in any year or below the salary specified above
would entitle the executive to resign with Good Reason under his Severance
Agreement. The employment agreements provide that executive incentive
compensation programs are subject to the Company's discretion. Other benefits
provided for in the employment agreements include eligibility to participate in
insurance programs, and a death benefit of one year's salary and a minimum
disability benefit of 180 days' salary if those benefits are not provided
through insurance provided by the Company.

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Severance Agreements. Each of the severance agreements provides
severance benefits if either the Company terminates the executive's employment
without Cause or the executive resigns with Good Reason. Severance benefits
include one year's salary, one year's bonus (equal to at least half of annual
salary), reimbursement for COBRA premiums for one year for the executive and his
eligible dependents, and one year's option vesting. The severance agreements
also permit the Company to designate competitors for which the executive may not
work for one year. The severance agreements further provide that the Company
will be entitled to cease severance payments to the executive, recover cash
severance payments made to executive under the agreement, cancel any unexercised
stock options that vested pursuant to the agreement, and rescind any exercise of
stock options that vested pursuant to the severance agreement if, at any time
before the third anniversary of the termination of executive's employment, the
executive materially breaches any contractual, legal or fiduciary obligation to
the Company and fails to cure such breach within the cure period or disparages
in any material way the Company or certain specified individuals and entities.
"Cause" for termination by the Company is generally defined to include violation
of Company policies or legal or contractual duties to the Company, or willful
misconduct, gross negligence, or refusal to perform duties. "Good Reason" for
resignation by the executive is generally defined to include the resignation by
the executive in connection with material uncured breach by the Company of the
executive's employment agreement or other legal duties to the executive,
significant relocation, diminution of responsibilities, reduction of salary more
than once in any 365-day period, by more than 15% in any year, or below the
salary specified above, or reduction of bonus participation disproportionately
to other executives. The benefits provided to executive under the severance
agreements are contingent upon the executive's execution and delivery to the
Company of a release of claims.

Stock Option Addenda. Each Stock Option Addendum provides for the
immediate vesting of all of the executive's unvested stock options (and for all
shares issued upon exercise of unvested options to become free of repurchase
rights) if the executive's employment is terminated by the Company without Cause
or the executive resigns with Good Reason within 60 days before or 548 days
after a change in control, defined to include a third party acquisition of more
than 50% of the Company's Common Stock, change in majority composition of the
Company's Board of Directors without approval by incumbent directors, sale of
substantially all of the Company's assets, reorganization of the Company
resulting in at least 50% new ownership, or liquidation. The Stock Option
Addenda also provide that the Company will pay an additional amount to the
executive that is designed to cover any excise tax on excess parachute payments
that the executive becomes obligated to pay as a result of benefits provided to
the executive under the Stock Option Addendum or another agreement by or plan of
the Company or any affiliate of the Company. The benefits provided to each
executive under the Stock Option Addendum are contingent upon the executive's
execution and delivery to the Company of a release of claims.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors administers
compensation programs, including stock incentive plans, for the Company's
executive officers. The Company's current executive compensation policy is to
(i) provide base cash compensation at levels that are adequate to attract,
retain and motivate high quality executives but somewhat below competing cash
compensation available to the Company's executives in the market, (ii) pay cash
incentives only based upon individual and/or Company performance, and (iii)
emphasize stock options to align the interests of the Company's executive
officers with those of its stockholders and give executives the opportunity to
be compensated through strong performance for the risk of working for
below-market base salaries. The Compensation Committee believes this approach is
appropriate at this time because the Company is newly formed and has not yet
achieved profitability.

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EXECUTIVE COMPENSATION PROGRAMS

The Company's executive compensation program consists of three
principal elements: base salary, cash bonus, and stock options. The Compensation
Committee sets the annual base salary for executive officers based upon
historical compensation levels of the executives, their past performance and
expected future contributions, and generally available market compensation
information.

The Company maintains incentive plans under which executive officers
may be paid cash bonuses at the end of each fiscal year. The bonuses under these
incentive plans depend upon individual performance and the achievement by the
Company of financial targets set at levels consistent with market expectations
for Company performance. With the exception of one cash bonus payment made
pursuant to pre-existing contractual requirements, no cash incentive payments
were paid to executive officers for 2000 because sufficient incentive was
determined to exist through granted stock options.

Total compensation for executive officers also includes long-term
incentives offered in the form of stock options, which are generally provided
through initial stock option grants at the date of hire and periodic additional
stock option grants. Stock options align the interests of executive officers
with the interests of stockholders due to the fact that the executive can
realize a gain only if the Company's stock appreciates in value. In determining
the amount of such grants, the Compensation Committee considers previous
contributions of each executive, the responsibilities to be assumed in the
future, appropriate incentives for the promotion of the long-term growth of the
Company, the executive's position within the Company, the amount of cash
compensation paid, and generally available market compensation information. It
has been the Company's practice to fix the price of the options at the fair
market value on the date of the grant, thereby making the executive's value
realized tied directly to gains realized by the stockholders.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Madden's employment contract provides for a base salary of
$450,000. Mr. Madden's salary was established by reference to market
compensation rates for similarly experienced and skilled CEOs and in light of
the Company's relatively early stage of development; it represents a significant
reduction in the compensation he earned in his prior position. This has been
balanced by his equity position in the Company. Mr. Madden did not receive a
cash bonus for the last fiscal year as stock and options were deemed a
sufficient reward for his and the Company's performance. Option grants made to
him in the last fiscal year were commensurate with option grants made to other
management level employees in connection with the Company's IPO and in
recognition of the Company's strong performance during the year and non-payment
of cash incentives. In fiscal 2000, in addition to staging a successful IPO, the
Company tripled its revenue backlog, maintained strong stock price performance
under challenging market conditions, made significant progress in the buildout
of its service infrastructure, and achieved key milestones in client service
delivery. However, notwithstanding these achievements, the Committee determined
that any cash incentives or salary increase for Mr. Madden would be inconsistent
with the Company's goals of conserving capital and achieving profitability in
2002. The Committee determined, in consultation with Mr. Madden, that his
existing equity stake in the Company provides adequate incentives for continued
strong performance. This philosophy and conclusion apply to the other executive
officers of the Company, and will be revisited next year.

This Report was submitted by the
Compensation Committee

J. Michael Cline, Chair
Steven A. Denning
Thomas J. Neff
A. Michael Spence

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the beginning of 2000, there has not been, nor is there any
currently proposed, transaction in which the Company was or will be a party in
which the amount involved exceeded or will exceed $60,000 and in which any
director, nominee for election as a director, executive officer, holder of more
than 5% of any class of the Company's voting securities, or any member of the
immediate family or any of the foregoing persons had or will have a direct or
indirect material interest, other than the compensation agreements and other
agreements described in "Compensation Committee Interlocks and Insider
Participation" and "Executive Compensation" and the transactions described
below.

FOUNDER'S STOCK

In April 1999, the Company sold 8,856,000 shares of Common Stock for an
aggregate purchase price of $39,361 to James Madden, the Chief Executive
Officer, President and Chairman of the Board. At the time of the sale, 922,500
of the shares were vested and the remaining 7,933,500 were unvested. The
unvested shares vest at the rate of 184,500 shares per month as long as Mr.
Madden remains employed by Exult. If Mr. Madden resigns his employment
voluntarily or if the Company terminates his employment with cause, the Company
has the right to repurchase any or all of the shares that have not vested at
that time at a price of $.004 per share. If the Company terminates Mr. Madden's
employment without cause, the Company has the right to repurchase up to half of
the shares that have not vested at that time. General Atlantic Partners, LLC
will have a right to purchase any unvested shares that the Company has a right
to purchase but does not purchase upon termination of Mr. Madden's employment.
If the Company terminates Mr. Madden's employment without cause, or Mr. Madden
resigns his employment with good reason, within 60 days before or 548 days after
a change in control, all repurchase rights of the Company and General Atlantic
Partners, LLC will lapse. As of April 1, 2001, 3,505,500 of Mr. Madden's shares
remained unvested. All of the shares will have vested as of December 1, 2002 if
Mr. Madden remains employed with Exult until that time.

BP INTERNATIONAL LIMITED

In December 1999, the Company entered into agreements to provide human
resources management services to BP International Limited and two of its
affiliates. The contracts with bp are expected to result in aggregate revenue to
Exult of approximately $600 million over the anticipated initial term if Exult
implements and performs according to its plans, although the actual amount may
be less based upon a number of factors, including failure to extend the
Company's services as broadly through the client's organization as expected, and
bp's right to terminate the agreements for convenience beginning in 2002, or at
any time for the Company's material breach or significant and repeated
performance failures.

In December 1999, the Company granted BP International Limited warrants
to purchase up to 3,339,220 shares of Common Stock at an exercise price of $1.57
per share, and warrants to purchase up to 667,844 shares of Series C Preferred
Stock, convertible into an aggregate of 3,339,220 shares of Common Stock, at an
initial exercise price of $10.28 per share, increasing daily at an annual rate
of 12%, compounded daily, following the date of issuance of the warrant. BP
Amoco exercised these warrants effective in April 2000 for an aggregate exercise
price of $12,435,255 and the Company issued the shares of Series C Preferred
Stock and Common Stock underlying these warrants in May 2000. In February 2000,
the Company sold 385,805 shares of Series C Preferred Stock, convertible into an
aggregate of 1,929,025 shares of Common Stock, at a price of $10.28 per share to
BP International Limited pursuant to pre-emptive rights. All of the Preferred
Stock converted into Common Stock upon completion of the Company's initial
public offering in June 2000.

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BANK OF AMERICA CORPORATION

In October 2000, the Company sold to Bank of America Corporation
5,000,000 units, each consisting of one share of Common Stock and a warrant to
buy one additional share of Common Stock. Each warrant is exercisable for three
years at $11.00 per share. The purchase price for the 5,000,000 units was
$55,000,000, of which $11,000,000 was paid in cash and the remainder in prepaid
rent and intangible assets.

In November 2000, the Company entered into an agreement with Bank of
America Corporation to provide human resources and certain finance and
accounting services. The contract is expected to result in aggregate revenue to
the Company of approximately $1.1 billion over the anticipated initial ten-year
term if the Company implements and performs according to its plans, although the
actual amount may be less based upon a number of factors, including Bank of
America's right to terminate the agreement for convenience and the right to
terminate the agreement and/or processes for material breach or significant and
repeated performance failures.

ACQUISITION OF GUNN PARTNERS, INC.

In November 1999, the Company acquired certain assets from Gunn
Partners, Inc. for an aggregate amount of $15,000,000 in cash, payable in three
installments of $5,000,000 each. The first installment was paid at the closing
date. The second installment was paid in November 2000. The final installment is
payable in November 2001. Robert Gunn, Senior Vice President, Client Leadership,
is a shareholder of Gunn Partners, and will receive approximately $4,000,000 of
the total proceeds from this acquisition.

EXECUTIVE LOANS

The Company has agreed to loan Kevin Campbell, Operations President, a
maximum of approximately $1,167,000. Mr. Campbell has borrowed $1,062,000 as of
the date of this proxy statement. The remaining $105,000 becomes available for
borrowing by Mr. Campbell in 3 consecutive monthly installments through July 1,
2001. Mr. Campbell may draw available amounts from time to time as long as he
remains employed by the Company. Outstanding draws bear interest at the
applicable federal rate, but payment of interest is deferred pending forgiveness
or repayment of the loan principal. Mr. Campbell's obligation to repay the loan
principal, and interest accrued thereon, will be forgiven in four increments,
each equal to approximately one-fourth of the maximum potential loan amount, as
of January 1, 2002, January 1, 2003, January 1, 2004 and January 1, 2005, if Mr.
Campbell remains employed at that time. If the Company terminates Mr. Campbell's
employment without cause, all amounts borrowed by Mr. Campbell, and accrued
interest thereon, will be forgiven. If Mr. Campbell's employment is terminated
for any other reason, all amounts borrowed and not yet forgiven will become
payable upon the Company's demand.

The Company has agreed to loan Richard Jones, Senior Vice President of
International Operations, a maximum of 342,000 British pounds sterling. Mr.
Jones has borrowed 136,800 British pounds sterling as of the date of this proxy
statement, and the remainder of the loan becomes available for borrowing by Mr.
Jones in three tranches of 68,400 British pounds sterling each on July 1, 2001,
January 1, 2002 and July 1, 2002, respectively, so long as Mr. Jones is employed
in good standing by the Company. Outstanding draws bear interest at a rate of
6.25% per annum, compounded annually, or if higher, the official rate as
declared by UK Inland Revenue. Mr. Jones will be obligated to repay the loan in
four increments, as of January 30, 2002, January 30, 2003, January 30, 2004 and
January 30, 2005. If the Company terminates Mr. Jones' employment without cause
or misconduct, all outstanding amounts drawn and accrued unpaid interest on such
amounts will become payable on the first anniversary of the date of termination
of employment. If the Company terminates Mr. Jones employment for cause or
misconduct or if Mr. Jones resigns his employment, or upon his disability or
death, all outstanding amounts drawn and accrued unpaid interest on such amounts
will become payable upon the Company's demand.

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OTHER RELATED PARTY TRANSACTIONS

The Company has entered into an indemnification agreement with each of
its executive officers and directors containing provisions that require the
Company, among other things, to indemnify them against certain liabilities that
may arise by reason of their status or service as officers or directors, and to
advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Company
and its stockholders.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on
the Company's Common Stock during the period from the Company's initial public
offering on June 2, 2000 through December 31, 2000, to the total return over
such period of the Nasdaq Stock Market Index and the Nasdaq Computer & Data
Processing Services Stocks Index. The Nasdaq indices are computed by the Center
for Research in Securities Prices. The comparison assumes $100 was invested on
June 2, 2000 in the Company's Common Stock at the initial offering price of
$10.00 per share and $100 in each of the foregoing indices and assumes
reinvestment of all dividends, if any. No dividends have been declared on the
Company's Common Stock. The stock price performance illustrated by the following
graph is not necessarily indicative of future stock price performance.

June 2, 2000 December 31, 2000
------------ -----------------
Exult, Inc. $100 $133

Total Return Index for
The Nasdaq Stock Market 100 69

Nasdaq Computer & Data
Processing Services Stocks 100 65

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SELECTION OF INDEPENDENT AUDITORS

The independent public accounting firm of Arthur Andersen LLP audited
the financial statements of the Company for the period ended December 31, 2000.
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent public accounting firm to audit the financial statements for the
period ending December 31, 2001. A representative of Arthur Andersen LLP is
expected to be present at the annual meeting and available to respond to
appropriate questions. This representative from Arthur Andersen LLP will have an
opportunity to make a statement if he or she so desires.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors, and persons who beneficially own more than 10% of the
Company's equity securities to file initial reports of ownership and reports of
changes in ownership of the Company's equity securities with the Securities and
Exchange Commission. Specific due dates for these reports have been established,
and the Company is required to disclose in this proxy statement any late filings
during the fiscal year ended December 31, 2000. To the Company's knowledge,
based solely on its review of the copies of such reports required to be
furnished to the Company during the fiscal year ended December 31, 2000, all of
these reports were timely filed except the following: on three occasions Barbara
A. Coull-Williams was late to file a Form 4 - Statement of Changes in Beneficial
Ownership of Securities reporting a total of five purchase transactions, on one
occasion J. Michael Cline was late filing a Form 4 to report one purchase
transaction, and each of the following persons was late in filing a Form 4 to
report purchase by such person or his spouse, trusts, or affiliates of shares in
the Company's initial public offering: Peter Ackerson, Brian W. Copple, Barbara
A. Coull-Williams, John R. Oltman, and A. Michael Spence.

OTHER BUSINESS; STOCKHOLDER PROPOSALS

Pursuant to the Company's bylaws, only such business shall be
conducted, and only such proposals shall be acted upon at the annual meeting of
stockholders as are properly brought before the meeting. For business to be
properly brought before the annual meeting by a stockholder, in addition to any
other applicable requirements, timely notice of the matter must first be given
to the Secretary of the Company. To be timely, a stockholder's written notice
must be delivered to the Secretary of the Company at the Company's principal
executive offices no later than the 90th day nor earlier than the 120th day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary, to be timely, notice by
the stockholder must be delivered or received no later than the close of
business on the tenth day following the earlier of the date of the first public
announcement of the date of such meeting and the date on which such notice of
the scheduled meeting was mailed. As of the date of this proxy statement,
management of the Company was not aware of any other matters to be presented at
the annual meeting other than as set forth herein. However, if any other matters
are properly brought before the annual meeting, the shares represented by valid
proxies will be voted with respect to such matters in the discretion of the
designated proxies. An affirmative vote of a majority of shares present in
person or represented by proxy at the annual meeting is necessary to approve any
such matters.

Stockholders who wish to have proposals for action at the Company's
2002 Annual Meeting of Stockholders considered for inclusion in next year's
proxy statement and form of proxy must cause their proposals to be received in
writing by the Company at its address set forth on the first page of this proxy
statement no later than December 17, 2001. Such proposals should be addressed to
the Company's Secretary, and may be included in next year's proxy materials if
they comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.

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In addition, the Company's Amended and Restated Bylaws require that a
stockholder give written notice of any proposal or the nomination of a director,
addressed to the Secretary of the Company. For an annual meeting, such written
notice must be received by the Secretary by the deadline described above. Any
notice to the Secretary regarding a stockholder proposal must include as to each
matter the stockholder proposes to bring before the meeting: (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as they appear on the Company's books, of the stockholder proposing such
business and any stockholders known by such stockholder to be supporting such
proposal, (c) the class and number of shares of the Company's stock that are
beneficially owned by the stockholder and by any other stockholder known by such
stockholder to be supporting such matter on the date of such stockholder notice,
and (d) any material interest of the stockholder in such business. Any notice to
the Secretary regarding a nomination for the election of directors must include:
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated, (b) the class and number of shares
of the Company's stock that are beneficially owned by the stockholder and a
representation that such stockholder intends to appear in person or by proxy at
the meeting and nominate the person or persons specified in the notice, (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such persons) pursuant to
which the nomination or nominations are to be made by the stockholder, (d) such
other information regarding each nominee as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be nominated,
by the Board, and (e) the consent of each nominee to serve as a director of the
Company if so elected. Nothing in this section shall be deemed to require the
Company to include in its proxy statement or the proxy relating to any annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the Securities and Exchange Commission.

ANNUAL REPORT

The Company's annual report to stockholders for the fiscal year ended
December 31, 2000, including audited financial statements, has been mailed to
stockholders concurrently with this proxy statement, but such report is not
incorporated herein and is not deemed to be a part of this proxy solicitation
material. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2000 AND THE EXHIBITS THERETO ARE AVAILABLE FROM THE COMPANY
WITHOUT CHARGE UPON WRITTEN REQUEST OF A STOCKHOLDER. Copies of the Form 10-K
are also available on-line through the Securities and Exchange Commission at
www.sec.gov.

By the order of the Board
of Directors

/s/ BRIAN W. COPPLE
------------------------------
Brian W. Copple
Secretary

Irvine, California
April 16, 2001

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APPENDIX A

EXULT, INC.
AUDIT & FINANCE COMMITTEE CHARTER

I. ORGANIZATION AND MEMBERSHIP REQUIREMENTS

There shall be a committee of the Board of Directors of Exult, Inc.
(the "Company") to be known as the Audit & Finance Committee (the "Committee").
The Committee shall be composed of at least three directors, and shall conform
to the independence requirements set forth in the applicable rules of the
National Association of Securities Dealers, Inc. (the "NASD"). In addition, each
member of the Committee shall be financially literate and at least one member of
the Committee shall have accounting or related financial management expertise,
both as are provided in the rules of the NASD. Unless one of the Committee
members is elected by the full Board of Directors as Chair of the Committee, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.

II. PURPOSES, DUTIES, AND RESPONSIBILITIES

The Committee shall provide assistance to the members of the Board of
Directors in fulfilling their responsibilities relating to the accounting,
reporting, and financial practices of the Company and its divisions and
subsidiaries, and shall have general responsibility for surveillance of internal
controls and accounting and audit activities of the Company and its divisions
and subsidiaries. In carrying out its responsibilities, the Committee believes
its polices and procedures should remain flexible in order to best react to
changing conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the Company are in accordance
with applicable requirements. In carrying out its responsibilities, the
Committee will perform the following duties (provided that the listing set forth
below does not preclude additional authority as may be conferred upon the
Committee by the Board of Directors):

1. Provide an independent, direct communication among the Board of
Directors, financial management, and independent accountants.

2. Review and recommend to the Board of Directors the firm of
independent certified public accountants to be appointed as the independent
auditor of the Company, which firm shall be ultimately accountable to the Board
of Directors and the Committee, approve the compensation of the independent
auditor, and review and approve the discharge of the independent auditor if the
circumstances warrant.

3. Review with the independent auditor its audit procedures, including
the scope and timing of the audit, and the results of the annual audit
examination and any accompanying management letters.

4. Obtain, review and discuss with the independent auditor the written
statement from the auditor required by Independence Standards Board Standard No.
1 concerning any relationships between the auditor and the Company or any other
relationships that may adversely affect the independence of the auditor and,
based on such review, assess the objectivity and independence of the auditor.

5. Review and appraise the Company's internal auditing functions and
controls.

6. Review and discuss with financial management and the independent
auditor the Company's annual audited financial statements, including a
discussion of the independent auditor's judgment as to the quality of the
Company's accounting principles.

A-1

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7. Review with financial management and the independent auditor any
significant matters identified as a result of the independent auditor's interim
review procedures prior to the filing of each Form 10-Q or as soon thereafter as
practicable. The Committee Chair may perform this responsibility on behalf of
the Committee.

8. Review with financial management and the independent auditor their
activities and significant audit findings, as well as risks and exposures,
changes in the accounting policies of the Company, and accounting and financial
reporting rule changes that may have a material impact on the Company's
financial reports.

9. Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose if, in its
judgment, that is appropriate.

10. Review the adequacy of this Charter on an annual basis, and
recommend changes if the Committee determines changes are appropriate.

11. Perform such other functions as assigned by law, the Company's
charter or bylaws, or the Board of Directors.

III. MEETINGS AND REPORTS

The Committee shall meet as often as may be deemed necessary or
appropriate in its judgment, generally four times each year, either in person or
telephonically. The Committee shall meet in executive session with the
independent auditors and the Company's financial management at least annually.
The majority of the members of the Committee shall constitute a quorum. The
Committee shall report to the full Board of Directors and shall make such
reports to stockholders as are required by applicable regulations or as the
Committee deems advisable.

A-2

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EXULT, INC.

PROXY FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS ON MAY 17, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EXULT, INC.

The undersigned stockholder of Exult, Inc., a Delaware corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement, each dated April 16, 2001, and hereby appoints James C. Madden, V and
Stephen M. Unterberger, and each of them, proxies and attorneys-in-fact, with
full power to each of substitution and resubstitution, on behalf and in the name
of the undersigned, to represent the undersigned at the 2001 Annual Meeting of
Stockholders of Exult, Inc., to be held on May 17, 2001, at 9:00 a.m., local
time, at the Hyatt Regency Irvine, 17900 Jamboree Road, Irvine, California
92614, and at any postponements and adjournments thereof, and to vote all shares
of Common Stock which the undersigned would be entitled to vote if then and
there personally present, on the matters set forth below:

1. Election of three Class I Directors, to serve until the 2004 annual
meeting of stockholders or until their successors are duly elected and
qualified.

FOR all nominees listed below (except as noted) [ ]
(to withhold authority to vote for an individual nominee, strike through
that nominee's name below)

Mark F. Dzialga Michael A. Miles Thomas J. Neff

WITHHOLD authority to vote for all nominees [ ]

2. In their discretion, the proxies are authorized to vote upon such other
matter or matters that may properly come before the meeting or any
adjournment thereof.

(Continued on reverse side)

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(Continued from reverse side)

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE LISTED DIRECTOR NOMINEES, AND
AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.

[Enlarge/Download Table]

--------------------------------------------- Signature of stockholder or
Name of stockholder owning shares subject to this person duly authorized to sign
proxy, as appearing on the stock certificate or stock on behalf of stockholder.
transfer records. Persons signing in a fiduciary
capacity (e.g. executors,
administrators, trustees)
should so indicate. If the
stockholder is a corporation, a
duly authorized officer should
sign on behalf of the
corporation and should indicate
his or her title.

Date:
------------------------

-------------------------------
Signature

Date:
------------------------

-------------------------------
Signature

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	9/3/99	11
	11/19/99	11
	12/1/99	6
	5/30/00	11
	6/2/00	18		S-8, 424B4, POS AM
	12/29/00	13
	12/31/00	4	20	10-K
	4/1/01	16
	4/2/01	2	3	10-K
Filed On / Filed As Of	4/13/01
	4/16/01	2	23
For The Period Ended	5/17/01	2	23
	7/1/01	17
	12/17/01	19
	12/31/01	19		10-K
	1/1/02	17
	1/30/02	17
	7/1/02	17
	12/1/02	16
	1/1/03	17
	1/30/03	17		SC 13G
	1/1/04	17
	1/30/04	17
	1/1/05	17
	1/30/05	17
	2/14/10	12
	5/30/10	12
	6/1/10	12
	9/27/10	12
	11/29/10	12

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Exult Inc · DEF 14A · For 5/17/01

Filed On 4/13/01 1:02pm ET · SEC File 0-30035 · Accession Number 1095811-1-501228

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents