EXHIBIT 10.1
[INCENTIVE] RESTRICTED STOCK GRANT AGREEMENT
UNDER THE SYNTEL, INC.
AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
THIS [INCENTIVE] RESTRICTED STOCK GRANT AGREEMENT made this ____ day of
_____________, 20__ by and between Syntel, Inc., a Michigan corporation ("the
Corporation"), and ___________________________________ (the "Grantee").
WITNESSETH:
WHEREAS, the Grantee is now [employed by] [providing services (as a
non-employee director or consultant) to] the Corporation or a Subsidiary of the
Corporation, and the Corporation desires to provide additional incentive to the
Grantee, to encourage stock ownership by the Grantee, and to encourage the
Grantee to [remain in the employ of the Corporation or a Subsidiary] [continue
providing high quality services to the Corporation], and as an inducement
thereto, the Corporation has determined to grant to the Grantee a restricted
stock grant pursuant to the Corporation's Amended and Restated Stock Option and
Incentive Plan a copy of which is available [to employees on the SyntraNet] [by
request to the Corporation's Chief Administrative Officer];
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" for purposes other than Code Section 409A
means, as defined in Section 1.4(e) 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 won 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 this 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."
"Change in Control" for Code Section 409A purposes shall have the meaning set
forth in Section 1.4(f) of the Plan.
(B) "CHANGE IN POSITION" means, as defined in Section 1.4(g) of the
Plan, with respect to the Grantee: (i) the Grantee's involuntary [termination of
employment] [ceasing to provide services to the Corporation]; or (ii) a
significant reduction in the Grantee's duties, responsibilities, compensation
and/or fringe benefits, or the assignment to the Grantee of duties inconsistent
with Grantee's position (all as in effect immediately prior to a Change in
Control), whether or not the Grantee voluntarily terminates [employment]
[providing Grantee's services] as a result thereof;
(C) "CODE" means the Internal Revenue Code of 1986, as amended;
(D) "COMMITTEE" means, as defined in Section 1.4(i) of the Plan, the
Compensation Committee of the Board, or any other committee or sub-committee of
the Board, designated by the Board from time to time, comprised solely of two or
more Directors who are "Non-Employee Directors," as defined in Rule 16b-3 of the
Exchange Act, "Outside Directors" as defined in Code Section 162(m) and Treasury
regulations thereunder, and "Independent Directors" for purposes of the rules
and regulations of the Stock Exchange;
(E) "COMMON STOCK" means the common stock of the Corporation;
(F) "CORPORATION" means Syntel, Inc.;
[(G) "EMPLOYMENT" (whether or not capitalized) means employment with
the Corporation or any Subsidiary of the Corporation;]
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(H) "GRANT DATE" means the date of this Agreement as reflected above.
(I) "PERFORMANCE MEASURES" means, as defined in Section 1.4(x) of the
Plan, the measures of performance of the Corporation and its Subsidiaries used
to determine a Grantee's entitlement to an Award under the Plan. Such
performance measures shall have the same meanings as used in the Corporation's
financial statements, or, if such terms are not used in the Corporation's
financial statements, they shall have the meaning applied pursuant to generally
accepted accounting principles, or as used generally in the Corporation's
industry. Performance Measures shall be calculated with respect to the
Corporation and each Subsidiary consolidated therewith for financial reporting
purposes or such division or other business unit as may be selected by the
Committee. For purposes of the Plan, the Performance Measures shall be
calculated in accordance with generally accepted accounting principles, but,
unless otherwise determined by the Committee, prior to the accrual or payment of
any Award under this Plan for the same performance period and excluding the
effect (whether positive or negative) of any change in accounting standards or
any extraordinary, unusual or nonrecurring item, as determined by the Committee,
occurring after the establishment of the performance goals.
(J) "PLAN" means the Corporation's Amended and Restated Stock Option
and Incentive Plan;
(K) "RESTRICTED STOCK" means Common Stock granted pursuant to Article
IV of the Plan that is subject to a Restriction Period, and
(L) "RESTRICTION PERIOD" means the period of time during which a
Grantee's Restricted Stock grant is subject to restrictions and is
nontransferable.
2. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions hereof,
the Corporation hereby grants to the Grantee _________ shares of Restricted
Stock as of the close of business on the Grant Date.
3. LAPSE OF RESTRICTION PERIOD. The Restriction Period lapses as detailed
in the attached Appendix A.
4. CERTIFICATE LEGEND. Each certificate representing shares of Restricted
Stock shall bear the following legend:
The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set forth in the Syntel, Inc.
Amended and Restated Stock Option and Incentive Plan ("Plan"), rules and
administrative guidelines adopted pursuant to such Plan, and a Restricted
Stock Agreement dated _______________. A copy of the Plan, such rules and
such Restricted Stock Agreement may be obtained from the [Head of Human
Resources] [Chief Administrative Officer] of Syntel, Inc.
5. REMOVAL OF RESTRICTIONS. Except as otherwise provided in Article IV and
Section 10.3 of the Plan, and subject to applicable federal and state securities
laws, shares covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Grantee after the last day of the Restriction
Period. Once the shares are released from the restrictions, the Grantee shall be
entitled to have the legend required by Section 4 of this Agreement removed from
the applicable Common Stock certificate.
6. TERMINATION OF [EMPLOYMENT] [SERVICES].
(A) If a Grantee terminates [employment] [services provided to the
Corporation] for any reason (other than as provided in paragraph (b) below,
after a Change in Control), the Grantee's right to shares of Common Stock
subject to a Restricted Stock Award that are still subject to a Restriction
Period automatically shall terminate and be forfeited by the Grantee.
(B) In the event of the Grantee's Change in Position subsequent to a
Change in Control, the remaining Restriction Period on any Restricted Stock
granted hereunder shall immediately lapse and the shares shall become fully
transferable.
(C) Except as provided in paragraph (b) above, all Restricted Stock
for which the applicable Restriction period has not lapsed as of termination of
[employment] [services] shall be canceled.
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[(D) A leave of absence with the written consent of the Corporation,
or a transfer of the Grantee 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 Restricted Stock.]
7. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Corporation's obligation to deliver Restricted Stock under
this Agreement 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 deliver Restricted Stock
pursuant hereto unless and until it receives satisfactory proof either that (a)
the issuance or transfer of such shares will not violate (i) 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, (ii) the rules and regulations of any stock exchange on which the
Corporation's securities are listed, or (iii) state law governing the sale of
securities, or (b) there has been compliance with the provisions of such acts,
rules, regulations and state laws. If the Grantee fails to accept delivery for
all or any part of the number of shares specified by such notice upon tender of
delivery thereof the Grantee's right to this Restricted Stock with respect to
such undelivered shares may be terminated by the Corporation.
8. NON-ASSIGNABILITY. The shares of Restricted Stock granted hereunder may
not be transferred, pledged, assigned, or otherwise alienated or hypothecated
until the Restriction Period applicable to that Restricted Stock has lapsed.
9. WITHHOLDING. The Grantee hereby authorizes the Corporation to withhold
from Grantee'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 receipt of the Restricted Stock granted hereby or
the lapsing of the Restriction Period applicable to such Restricted Stock.
10. DISPUTES. As a condition to the granting of the Restricted Stock
granted hereby, the Grantee and the Grantee'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.
11. ADJUSTMENTS. In the event of any stock dividend, stock split,
reclassification, merger, consolidation, or similar transaction affecting the
shares covered by this Restricted Stock, the rights of the Grantee shall be as
provided in Section 9.1 of the Plan and any adjustment therein provided shall be
made in accordance with Section 9.1 of the Plan.
12. RIGHTS AS SHAREHOLDER. During the Restriction Period, Grantee may
exercise full voting rights with respect to the Restricted Stock. Any dividend
or any distribution of shares declared with respect to the Restricted Stock
shall be accrued and paid only after the lapsing of the Restriction Period
applicable to the shares of Restricted Stock.
13. 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 Grantee
shall be delivered to the Grantee personally or addressed to the Grantee at the
Grantee's last residence address as then contained in the records of the
Corporation or such other address as the Grantee 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 Grantee at the Grantee's
last designated address shall be effective to bind any other person who shall
acquire rights hereunder.
14. FOREIGN LAW RESTRICTIONS. Anything to the contrary herein
notwithstanding, the Corporation's obligation to deliver Common Stock pursuant
to a Restricted Stock grant 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 Grantee, if a resident of such foreign nation. To
the extent that the Corporation is restricted in accordance with such foreign
laws from delivering shares of Common Stock to the Grantee as would otherwise be
provided for in this Agreement, the Corporation shall be released from such
obligation and shall not be subject to the claims of the Grantee hereunder with
respect thereto.
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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 the
Grantee 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:
------------------------------------------------------------
[Authorized Officer]
By:
------------------------------------------------------------
[Authorized Officer]
, Grantee
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APPENDIX A
[The terms of the Appendix vary according to whether the restriction lapses
based on time periods and performance measures or only based on time periods.]
[PERFORMANCE AND TIME MEASURES:
The lapsing of the Restriction Period for Restricted Stock awards to executive
officers and some non-executive officers is based upon performance measures and
is described here. The awards vest in equal installments over five years based
upon the achievement of the performance measures each year. The performance
measures for the restricted stock awards are based in part upon annual earnings
per share targets and in part upon five-year (2006-2010) earnings per share
targets. The portion of the award based upon annual earnings per share targets
will lapse if the annual target is not met. The portion of the award based upon
five-year earnings per share targets rolls over each year if the five year
earning per share target for the year is not met. The deferred award will vest
based on achievement of a target earning per share before the end of the sixth
year after the year of grant, and will lapse if the target is not met at the end
of that period.]
[TIME MEASURES:
Grants to non-employee directors, consultants, and other employees are
restricted by time using the language below.]
The Restriction Period lapses on or after the following anniversaries of the
Grant Date of this Restricted Stock (or as otherwise noted) as to the following
cumulative percentages of the shares covered by this Restricted Stock:
[Varies as to terms.]
In accordance with this schedule, on or after the _________________________
anniversary of the Grant Date, all restrictions on this Restricted Stock shall
have lapsed; 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 Grantee spends on unpaid leave(s) of absence between the Grant Date and
each such anniversary.
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