EXHIBIT 10.2
___________ STOCK OPTION
AGREEMENT UNDER THE SYNTEL, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
THIS STOCK OPTION AGREEMENT made this ____ day of _________, 200_ by and
between Syntel, Inc., a Michigan corporation ("the Corporation"), and
___________________________________ (the "Optionee").
WITNESSETH:
WHEREAS, the Optionee is now employed by the Corporation or a Subsidiary
of the Corporation, and the Corporation desires to provide additional incentive
to the Optionee, to encourage stock ownership by the Optionee, and to encourage
the Optionee to remain in the employ of the Corporation or a Subsidiary, and as
an inducement thereto, the Corporation has determined to grant to the Optionee
_____________ stock option pursuant to the Corporation's 1997 Stock Option and
Incentive Plan, a copy of which is available to employees on the SyntraNet;
NOW, THEREFORE, it is agreed between the parties as follows:
1. DEFINITIONS IN AGREEMENT. For purposes of this Agreement, certain words
and phrases have the following definitions:
(a) "CHANGE IN CONTROL" means, as defined in Section 1.3(d) of the
Plan, the occurrence of any of the following events: (i) the acquisition of
ownership by a person, firm or corporation, or a group acting in concert, of
fifty-one percent, or more, of the outstanding Common Stock of the Corporation
in a single transaction or a series of related transactions within a one-year
period; (ii) a sale of all or substantially all of the assets of the Corporation
to any person, firm or corporation; or (iii) a merger or similar transaction
between the Corporation and another entity if shareholders of the Corporation do
not own a majority of the voting stock of the corporation surviving the
transaction and a majority in value of the total outstanding stock of such
surviving corporation after the transaction; provided, however, that any such
event involving any of the current shareholders of the Corporation as of the
date of adoption of the Plan by the Board (or any entity at any time controlled
by any such shareholder or shareholders) shall not be included within the
meaning of "Change in Control."
(b) "CHANGE IN POSITION" means, as defined in Section 1.3(e) of the
Plan, with respect to the Optionee: (i) the Optionee's involuntary termination
of employment; or (ii) a significant reduction in the Optionee's duties,
responsibilities, compensation and/or fringe benefits, or the assignment to the
Optionee of duties inconsistent with Optionee's position (all as in effect
immediately prior to a Change in Control), whether or not the Optionee
voluntarily terminates employment as a result thereof;
(c) "CODE" means the Internal Revenue Code of 1986, as amended;
1
(d) "COMMITTEE" means the Compensation Committee of the Corporation;
(e) "COMMON STOCK" means the common stock of the Corporation;
(f) "CORPORATION" means Syntel, Inc.;
(g) "DISABILITY' means "disability" as defined under Section 22(e)
of the Code;
(h) "EMPLOYMENT" (whether or not capitalized) means employment with
the Corporation or any Subsidiary of the Corporation;
(i) "GRANT DATE" means the date of this Agreement as reflected
above.
(j) "PLAN" means the Corporation's 1997 Stock Option and Incentive
Plan; and
(k) "VEST," "VESTED" OR "VESTING" means the extent to which an
Option granted hereunder has become exercisable in accordance with the Plan and
the terms of this Agreement, including Section 3 hereof.
2. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Corporation hereby grants to the Optionee the right and option to purchase from
the Corporation up to, but not exceeding in the aggregate ______ shares of the
Corporation's Common Stock at a price of $______ per share, the fair market
value of the Corporation's Common Stock on the Grant Date. [The option granted
hereunder is intended to meet the requirements of an incentive stock option
under Section 422 of the Code.]
3. ACCRUAL OF RIGHT TO EXERCISE OPTION. The Optionee may purchase from the
Corporation [on or after the following anniversaries of the Grant Date of this
option (or as otherwise noted)], the following cumulative percentages of the
shares covered by this option:
In accordance with this schedule, on or after [the ______ anniversary of the
Grant Date], this option shall be fully exercisable; provided, however, that
each of the foregoing [anniversaries of the Grant Date] shall be deemed
automatically extended by the total period of time that the Optionee spends on
unpaid leave(s) of absence between the Grant Date and [each such anniversary].
To the extent not exercised, installments shall accumulate and may be exercised
by the Optionee, in whole or in part, in any subsequent period. Any provision of
this Agreement notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the Grant Date.
2
4. TERMINATION OF EMPLOYMENT.
(a) If, prior to the date that this option shall first become
Vested, the Optionee's employment with the Corporation shall be terminated for
any reason (other than as provided in paragraph (b) below, after a Change in
Control), the Optionee's right to exercise this option shall terminate and all
exercise rights hereunder shall cease.
(b) In the event of the Optionee's Change in Position subsequent to
a Change in Control, the option, to the extent then outstanding and whether or
not then Vested, shall become fully Vested and exercisable in full and may be
exercised pursuant to paragraph (c) below.
(c) If, on or after the date that this option shall first become
Vested, the Optionee's employment shall be terminated for any reason other than
death or Disability, the Optionee shall have the right, within three months
after such termination of employment, to exercise this option to the extent that
it is exercisable and unexercised on the date of such termination of employment,
subject to any other limitation on the exercise of the option in effect at the
date of exercise. Except as provided in paragraph (b) above, all other options
which are not Vested as of such termination of employment shall be canceled. The
three-month period may be extended at the discretion of the Committee, but not
beyond the expiration date stated in the original grant.
(d) If, on or after the date that this option shall first become
Vested, the Optionee shall die or become Disabled, the Optionee or the executor
or administrator of the estate of the Optionee (as the case may be) or the
person or persons to whom the option shall have been transferred by will or by
the laws of descent and distribution, or the legal guardian of the Optionee or
the individual designated in the Optionee's durable power of attorney in the
event of Disability, shall have the right, within one year from the date of the
Optionee's death or Disability, to exercise this option to the extent that it is
exercisable and unexercised on the date of the Optionee's death or Disability,
subject to any other limitation on exercise in effect at the date of exercise.
The one-year period may be extended at the discretion of the Committee, but not
beyond the expiration date stated in the original grant.
(e) A leave of absence with the written consent of the Corporation,
or a transfer of the Optionee from one corporation to another among the
Corporation, its Parent and any of its Subsidiaries shall not be deemed to
constitute a termination of employment for purposes of this option.
5. EXERCISE OF OPTION. The Optionee, from time to time during the period
when the option hereby granted may by its terms be exercised, may exercise the
option in whole or in part as at the time permitted, by delivery to the
Corporation of: (a) a written notice signed by the Optionee (i) stating the
number of shares that the Optionee has elected to purchase at that time from the
Corporation, and (ii) upon the request of the Corporation, representing that the
Optionee is acquiring the shares being
3
purchased for investment and not for resale; and (b) cash, personal check, bank
draft, or money order for an amount equal to the purchase price of the shares
then to be purchased; provided, however, that the Optionee may pay all or part
of the purchase price by tendering to the Corporation previously-acquired shares
of the Corporation's Common Stock, valued at the closing price of the
Corporation's Common Stock on the preceding business day, as reported in The
Wall Street Journal (or as otherwise reported by a stock exchange upon which
Common Stock is traded). In lieu of the foregoing, the Optionee may exercise all
or part of the exercisable option pursuant to the cashless exercise procedure
described in Section 2.4(b) of the Plan. After receipt of the foregoing and
subject to Section 6 below, the Corporation shall issue the shares in the name
of the Optionee and deliver the certificates therefor to the Optionee.
6. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Corporation's obligation to sell and deliver stock under
this option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
applicable stock exchange requirements, as the Corporation deems necessary or
advisable. The Corporation shall not be required to sell and deliver stock
pursuant hereto unless and until it receives satisfactory proof that the
issuance or transfer of such shares will not violate any of the provisions of
the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules
and regulations of the Securities Exchange Commission promulgated thereunder, or
the rules and regulations of any stock exchange on which the Corporation's
securities are traded, or state law governing the sale of securities, or that
there has been compliance with the provisions of such acts, rules, regulations
and state laws. If the Optionee fails to accept delivery and pay for all or any
part of the number of shares specified by such notice upon tender of delivery
thereof the Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Corporation.
7. NON-ASSIGNABILITY. The option hereby granted shall not be transferable
by the Optionee other than by will or the laws of descent and distribution, and
the option may be exercised during the Optionee's lifetime only by the Optionee,
except in the event of the Optionee's Disability, in which case the Optionee's
legal guardian or the individual designated in the Optionee's durable power of
attorney may exercise the option. Any transferee of the option shall take the
same subject to the terms and conditions of this Agreement. No such transfer of
the option shall be effective to bind the Corporation unless the Corporation
shall have been furnished with written notice thereof and a copy of the will
and/or such other evidence as the Corporation may deem necessary to establish
the validity of the transfer and the acceptance by the transferee or transferees
of the terms and conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary or involuntary,
by operation of law or otherwise, except a transfer by the Optionee by will or
by the laws of descent and distribution, shall vest in the purported assignee or
transferee any interest or right herein whatsoever.
8. WITHHOLDING. The Optionee hereby authorizes the Corporation to withhold
from Optionee's compensation or agrees to tender the applicable amount to the
Corporation to satisfy any requirements for withholding of income and employment
taxes in connection with the exercise of the option granted hereby.
4
9. DISPUTES. As a condition to the granting of the option granted hereby,
the Optionee and the Optionee's successors and assigns agree that any dispute or
disagreement which shall arise under or as a result of this Agreement shall be
determined by the Committee in its sole discretion and judgment and that any
such determination and any interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.
10. ADJUSTMENTS. In the event of any stock dividend, stock split,
reclassification, merger, consolidation, or similar transaction affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 8.1 of the Plan and any adjustment therein provided shall be made in
accordance with Section 8.1 of the Plan.
11. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Corporation with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to the
shares represented by such certificate or certificates.
12. NOTICES. Every notice relating to this Agreement shall be in writing
and if given by mail shall be given by registered or certified mail with return
receipt requested. All notices to the Corporation shall be delivered to the
Secretary of the Corporation at the Corporation's headquarters in Troy,
Michigan, or addressed to the Secretary of the Corporation at 000 X. Xxx Xxxxxx
Xxxx, Xxxxx 000, Xxxx, XX 00000. All notices by the Corporation to the Optionee
shall be delivered to the Optionee personally or addressed to the Optionee at
the Optionee's last residence address as then contained in the records of the
Corporation or such other address as the Optionee may designate. Either party by
notice to the other may designate a different address to which notices shall
addressed. Any notice given by the Corporation to the Optionee at the Optionee's
last designated address shall be effective to bind any other person who shall
acquire rights hereunder.
13. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances where
the provision should logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 7 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
14. FOREIGN LAW RESTRICTIONS. Anything to the contrary herein
notwithstanding, the Corporation's obligation to sell and deliver Common Stock
pursuant to the exercise of an option is subject to compliance with the laws,
rules and regulations of any foreign nation applying to the authorization,
issuance or sale of securities, providing of compensation, transfer of
currencies and other matters, as may apply to the Optionee, if a resident of
such foreign nation. To the extent that it shall be impermissible under such
foreign laws for the Optionee to pay the exercise price for any option granted
under the Plan (to the extent Vested), the Committee may treat the Optionee as
being entitled instead to exercise Stock Appreciation Rights (as defined in the
Plan; to the extent not previously granted in tandem with such option) which are
of equivalent value to the Optionee, as determined under the Plan. Further, to
the extent that it shall be impermissible under such foreign laws for the
Corporation to deliver
5
Common Stock to the Optionee pursuant to any option granted under the Plan (and
to the extent Vested), the Committee may arrange for payment to the Optionee of
an equivalent amount of cash in lieu of such shares (as determined under the
Plan), in accordance with all applicable United States and foreign currency
restrictions and regulations. To the extent that the Corporation is restricted
in accordance with such foreign laws from delivering shares of Common Stock to
the Optionee as would otherwise be provided for in this Plan, the Corporation
shall be released from such obligation and shall not be subject to the claims of
the Optionee hereunder with respect thereto.
15. GOVERNING LAW. This Agreement has been made in and shall be construed
in accordance with the laws of the State of Michigan.
16. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to
the terms and provisions of the Plan, a copy of which is available to employees
on the SyntraNet. In the event of any conflict between the provisions of this
Agreement and the provisions of the Plan, the provisions of the Plan shall
control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SYNTEL, INC.
By:_____________________________________
By:_____________________________________
____________________, Optionee
6
