UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 7, 2006
Syntel, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
0-22903 38-2312018
(Commission File Number) (IRS Employer Identification No.)
525 E. Big Beaver Road,
Suite 300, Troy, Michigan 48083
(Address of Principal Executive Offices) (Zip Code)
(248) 619-2800
(Registrant's Telephone Number, Including Area Code)
___________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective July 1, 2006, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Syntel, Inc. (the "Company") granted
restricted stock awards under the Company's Amended and Restated Stock Option
and Incentive Plan (the "Incentive Plan"). The Plan was approved by the
Company's shareholders on June 1, 2006. The Committee also approved performance
measures for the restricted stock awards. 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 2012,
and will lapse if the target is not met at the end of that period.
On February 19, 2006, the Committee approved 2006 base salaries for the
following executive officers of the Company's (collectively, the "Named
Executive Officers"), as follows:
Name Base Salary
---- -----------
Bharat Desai $300,000
Daniel M. Moore $215,000
Keshav Murugesh $169,626
Vinod Swami $160,000
On February 19, 2006, the Committee also approved the 2006 annual performance
incentive program for the Named Executive Officers pursuant to the Company's
Leadership Compensation Plan. The 2006 annual performance incentive bonuses are
based upon the achievement of one or more of the following: qualitative factors
such as leadership, teamwork, strategic initiatives, and value creation; revenue
targets; and earnings per share targets. Revenue targets are tailored to the
executive officer's responsibilities and are based on revenue for the Company as
a whole and/or revenue related to certain specified accounts. Under this plan
each executive officer is assigned a target bonus amount based upon the level of
job responsibility, individual performance, and published compensation data for
comparable companies. The tentative bonus payable will be a percentage of the
executive officer's target bonus amount based upon the extent to which the
applicable revenue and earnings per share targets and/or the qualitative factors
are achieved.
On June 13, 2005, the Board approved the annual compensation package, which has
not been modified for 2006, for directors of the Company. Directors who are not
employees of the Company are paid a $25,000 annual retainer as well as $2,500
for attending in person each meeting of the Board and committees held in the
United States and $7,500 for attending in person an informational meeting of the
collective board members held in India. The chairperson of the Audit Committee
of the Board receives an additional annual retainer of $10,000 and all other
committee chairpersons receive an additional annual retainer of $5,000. Upon
being elected at an annual shareholder meeting, each non-employee director also
receives, under the Incentive Plan, shares of restricted stock valued at
$55,000. The number of shares issued to each such director is
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determined by dividing $55,000 by the closing price of the Company's common
stock on the day of the annual shareholder meeting. These restricted shares vest
on the one year anniversary of their issuance. Each new director is also
entitled to receive a share of restricted stock for each share of Company stock
purchased within 60 days of the first time they are appointed or elected to the
Board, up to a maximum of 5,000 shares. One-third of these restricted shares
vest on each of the first three anniversaries of the close of the 60-day period
following the director's appointment or election, provided the director has
retained all the shares purchased as part of the plan.
As disclosed in the Company's Proxy Statement dated May 8, 2006, on February 7,
2006, the Committee approved 2005 cash performance incentive bonus awards to the
Named Executive Officers, as follows:
Name Bonus Amount
---- ------------
Bharat Desai $ -0-
Daniel M. Moore $138,750
Keshav Murugesh $218,588
Vinod Swami $225,000
The 2005 performance incentive bonus awards were based upon the achievement of
specified individual and corporate goals for 2005, as well as a review of
personal performance. With regard to corporate goals for the 2005 bonuses, the
Committee evaluated the Company's financial performance with regard to earnings
per share and total revenue and the extent to which its strategic and business
goals were met. With regard to personal performance for the 2005 bonuses, the
Committee evaluated a set of subjective personal targets unique to each
executive officer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
------- -----------
10.1 Form of Annual Performance Award under the Leadership Compensation
Plan.
10.2 Employment Agreement, dated October 18, 2001, between the Company and
Bharat Desai.
10.3 Employment Agreement, dated October 18, 2001, between the Company and
Daniel M. Moore.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Syntel, Inc.
(Registrant)
Date July 7, 2006 By /s/ Bharat Desai
-------------------------------------
Bharat Desai,
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Form of Annual Performance Award under the Leadership Compensation
Plan.
10.2 Employment Agreement, dated October 18, 2001, between the Company and
Bharat Desai.
10.3 Employment Agreement, dated October 18, 2001, between the Company and
Daniel M. Moore.
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