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EXHIBIT 10.9
RESTRICTED STOCK GRANT
AGREEMENT UNDER THE SYNTEL, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
(Non-Employee)
THIS
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 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
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 1997 Stock Option and
Incentive Plan,
a copy of which is attached hereto as Exhibit A;
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 Grantee: (i) the Grantee's involuntary
termination of
the services provided by the Grantee; 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 providing Grantee's services as a result
thereof;
(c) "Code" means the Internal Revenue Code of 1986, as amended;
(d) "Committee" means the Compensation Committee of the
Corporation;
(e) "Common Stock" means the common stock of the Corporation;
(f) "Corporation" means Syntel, Inc.;
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(g) "Grant Date" means the date of this Agreement as reflected
above.
(h) "Plan" means the Corporation's 1997 Stock Option and
Incentive
Plan;
(i) "Restricted Stock" means Common Stock that is subject to
restrictions, and
(j) "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 on or
after
the following anniversaries of the Grant Date of the Restricted
Stock (or as
otherwise noted) as to the following number of shares of the
Restricted Stock:
On
or after the _________ anniversary _______ shares
On
or after the _________ anniversary _______ shares
In accordance with this schedule, on or after the ____________
anniversary of
the Grant Date, all restrictions on the Restricted Stock shall have
lapsed.
4.
Certificate Legend. Any 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. 1997 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 General Counsel
of Syntel,
Inc.
5.
Removal of Restrictions. Ex
