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**
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Portions of
this exhibit have been omitted pursuant to Syntel’s request
to the Secretary of the Securities and Exchange Commission for
confidential treatment pursuant to Rule 24b-2 under the Securities
and Exchange Act of 1934, as amended.
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EXHIBIT 10.2
FINAL
FIRST AMENDMENT TO THE
SHAREHOLDERS AGREEMENT
This First Amendment to the
Shareholders Agreement (this “ Amendment
” ) is made on this 30th day of August, 2006, by and
among
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(1)
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STATE STREET
INTERNATIONAL HOLDINGS ,
a company organized under the authority of Chapter 167F,
Section 2(6) of the Massachusetts General Laws and
Section 25A of the Federal Reserve Act, as amended, with its
principal office at 225 Franklin Street, Boston, Massachusetts
02110, USA (“ State Street” );
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(2)
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SYNTEL
DELAWARE, LLC, a company
incorporated under laws of the State of Delaware, and having its
registered office at 1209 Orange Street, Wilmington, Delaware
19801, USA (“ Syntel ” ); and
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(3)
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STATE STREET
SYNTEL SERVICES (MAURITIUS) LIMITED, formerly known as Syntel
Solutions (Mauritius) Limited, a company incorporated in Mauritius, and having
its registered office at 2nd Floor, Fairfax House, No. 21 Mgr.
Gonin Street, Street, Port Louis, Republic of Mauritius (the
“ Company ” ).
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WHEREAS
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A.
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The parties
hereto are parties to a Shareholders Agreement dated as of
February 1, 2005 (the “Shareholders
Agreement” ).
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B.
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The parties
hereto have agreed to amend the Shareholders Agreement upon the
terms and subject to the conditions specified herein.
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NOW THEREFORE
, in consideration of this and other
good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
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A.
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On and from the
date of execution of this Amendment, the following terms set forth
in Section 1.1 of the Shareholders Agreement shall be amended
to read and shall stand in their entirety as follows:
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“ Call Offer
Price ” means the price equivalent to **
“ Constitution
” means the Constitution of the Company as amended from time
to time;”
Page 1 of 11
FINAL
“ Fiscal Year
End ” means the year beginning on January 1 of
each year and terminating on December 31 of the immediately
succeeding year;”
“
MSA ” means that certain Master Services
Agreement by and among SSI, State Street and Syntel, Inc., a
Michigan Corporation with its principal office located at 525 E.
Big Beaver, 3 rd Floor, Troy, Michigan 48083,
United States of America;”
“ Related-party
contract ” means a contract between a company or any
of its subsidiaries or affiliates of any of them, and a director,
officer or shareholder of the Company or any of its subsidiaries,
or affiliates of any of them; or any arrangements pursuant to which
a company, or any of its subsidiaries, or affiliates of any of
them, and a director, officer or shareholder of the Company or any
of its subsidiaries or affiliates of any of them each invests in,
or provides finance to another undertaking or
asset;”
“ SSI Nominee
Shareholders ” has the meaning given to such term in
Section 13.2.2 of this Amendment;”
“ Subscription
Agreement ” means the agreement dated as of
February 1, 2005 by and among State Street, Syntel and the
Company as the same may be amended from time to
time;”
Any and all terms not amended
pursuant to this Amendment shall be defined in accordance with the
Shareholders Agreement.
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B.
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On and from the
date of execution of this Amendment, Section 4.1 of the
Shareholders Agreement shall be amended to read and shall stand in
its entirety as follows:
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“4.1
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Financing
the Company **
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C.
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On and from the
date of execution of this Amendment, Section 6.1 of the
Shareholders Agreement shall be amended to read and shall stand in
its entirety as follows:
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Each Class A Director and each
Class B Director shall be entitled to 1 vote. The Board shall act
by majority vote, except in relation to any matter listed out in
Schedule 4 in which case no decision or action shall be
taken unless the votes cast by all of the Directors approve such
matter, and except as may be
Page 2 of 11
FINAL
prohibited by law. Subject to
overall supervision by the Board so as to maintain the tax
residency status of the Company, the Board may delegate any of its
powers to committees consisting of such member or members of its
body as it thinks fit.”
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D.
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On and from the
date of execution of this Amendment, Section 6.2 of the
Shareholders Agreement shall be amended to read and shall stand in
its entirety as follows:
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The Board shall consist of **
Directors (or such number as a majority of the Board may determine
from time to time, provided, however, that the number of Directors
shall in no event be less than 3 nor more than 11 ** of whom
(including one Mauritian resident Director) shall be nominated and
elected by the Class A Shareholder and considered Class A
Directors and ** of whom (including one Mauritian resident
Director) shall be nominated and elected by the Class B Shareholder
and considered Class B Directors. Once nominated, the Shareholders
agree to take all action necessary or desirable so as to cause the
number of directors and the members of the Board to be as set forth
herein and in the constituent documents of the Company. Any person
nominated as a Director by a Shareholder shall be appointed and may
be removed from such office only by the relevant nominating
Shareholder, by a memorandum signed in writing by such Shareholder,
which shall take effect from the date stated in such memorandum or,
if no such date shall be stated, from the date when such memorandum
is lodged at the registered office of the Company. For the
avoidance of doubt, a Director shall be removed from office without
notice if he is guilty of any gross default or misconduct in
connection with or affecting the Business, or is guilty of fraud,
dishonesty or any criminal offence (save for minor road traffic
offences).”
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E.
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On and from the
date of execution of this Amendment, Section 6.5 of the
Shareholders Agreement shall be amended to read and shall stand in
its entirety as follows:
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Board meetings shall be held at the
registered office of the Company and the Board shall meet at least
once in every calendar quarter, or as otherwise prescribed by law,
and any gap between each meeting shall not exceed 5 (five) calendar
months. Except as otherwise agreed by all the Directors:
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6.5.1
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Board meetings
shall be convened by any Director or the Company Secretary by not
less than 5 Business Days’ notice, or where the particular
circumstances require a shorter period, such shorter period as the
circumstances reasonably require, sent to each Director;
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Page 3 of 11
FINAL
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6.5.2
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notice shall be
sent to each Director to the address, fax number and/or e-mail
address notified to the Company for these purposes;
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6.5.3
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each notice of
a Board meeting shall be accompanied by a full agenda and all
supporting papers;
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6.5.4
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each Board
meeting shall deal with the business set out in the agenda which
accompanied the notice convening that Board meeting and, in the
event any other business is raised at such meeting, it shall only
be considered to the extent it is so approved by at least one
Class A Director and one Class B Director (who are not also
Mauritian resident Directors);
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6.5.5
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minutes of each
meeting of the Board shall be taken and kept by the Company
Secretary in the books of the Company. Copies of the minutes of
each such meeting shall be delivered to each member of the Board as
soon as practicable. If a member has not been present at the
meeting, copies of all papers considered by the Board at the
meeting shall be sent to him with the minutes;
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6.5.6
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any Director
may participate in a Board meeting by means of a telephone or video
conference, and the Chairman may appoint any Director who is
physically present in Mauritius to chair any such meeting; provided
that if the Chairman of the Board is not present at a meeting, and
where a chairman of the meeting has not been appointed by the
Chairman of the Board, the Directors present may choose one of
their number to be chairman of the meeting; and
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6.5.7
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notwithstanding
any other provisions of this Section 6, a resolution in
writing signed by all Directors (which resolution may consist of
several counterparts) shall be as valid and effective as if it had
been adopted by a duly convened meeting of the Board.
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F.
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On and from the
date of execution of this Amendment, Section 6.6 of the
Shareholders Agreement shall be amended to read and shall stand in
its entirety as follows:
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The quorum for a Board meeting shall
be one Mauritius resident Class A Director and one Mauritius
resident Class B Director or their alternates present in Mauritius
in person and one Class A Director and one Class B Director
(neither of whom shall be a Mauritius resident Director), present
in person or their alternates participating by means of telephone
or video conference. If within 30 minutes of the time appointed for
a Board meeting there is no quorum,
