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                                                                    EXHIBIT 10.1

Dated: ________, 200_

Mr. ______________________

Dear ______,

We are pleased to inform you the details of your Leadership Compensation Plan
effective January 1, 200_.

This letter is to confirm that effective January 1, 200_, you are eligible for
an annualized salary of US$__________ and an annualized performance based target
incentive of US$__________.

As a part of Syntel's Leadership Team, your incentive plan is designed to help
achieve the overall corporate objectives. The incentive will be payable on
achievement of Company and Individual Targets, as detailed in Annex 1. All the
targets are on annualized basis unless otherwise indicated.

All other terms and condition of your employment will remain the same. Any
communication regarding your terms of employment, benefits, or compensation must
be in writing and signed by the Head of Human Resources of the Company. No other
communication will be binding or effective.

Please sign and return a copy of this letter at the earliest.

As a key member of Syntel's Leadership Team, your contributions will be critical
to our success this year. Here's wishing you the very best for a successful
200_.

Sincerely,


-------------------------------------
Bharat Desai
Chief Executive Officer

I acknowledge that I have received, read and understood the Leadership
Compensation Plan for 200_.


Signature:                              Date:
           --------------------------         ----------------------------------
Name:
      -------------------------------

                                Annex 1(attached)


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                                                                    ANNEXURE - 1

[ ]  YOUR TARGET INCENTIVE AMOUNT (TIA) COMPRISES OF THE FOLLOWING COMPONENTS:

     [Company Revenue]
     [Earnings Per Share]
     [Qualitative Parameters]
     [Revenue for Assigned Accounts]

PERFORMANCE MULTIPLIERS:

     [For each component, multipliers are identified pursuant to which the
amount of the bonus will increase or decrease depending on the level achieved
during the year.]


MODIFICATIONS AND ADJUSTMENTS

This plan cannot be amended retroactively, but if extenuating circumstances or
unforeseen events occur within the corporation which results in the plan not
achieving the desired impact, management reserves the right to modify, suspend
or discontinue any incentive plans without prior notice to ensure that the
"Leadership Compensation Plan" respond to the needs of the business. These
changes, if any, will be communicated in writing. Any change to your plan will
be effective only after you receive written notification signed by the Head of
Human Resources.

Nothing in your plan shall be construed as a guarantee of employment for anyone
for any fixed time.

TIA PAYMENT DATES

The incentive will be payable not later than March 200_. To be eligible for the
incentive payment, you must be on the payroll of the company on the date of
disbursement of incentive. All payments are subject to taxation.

SETTLEMENT OF DISPUTES

If a person feels that he/she is not being fairly treated with regard to
incentive payments, he/she should notify the same in writing to their immediate
manager within 2 weeks of the initial incentive payout. Failure to so notify
your manager constitutes full and final acceptance of the incentive payment and
waiver of any alleged defects concerning that payment.

The CEO will review the issue and make a final determination. Such determination
will be final and you will receive a written confirmation of that decision
signed by the Head of the Human Resources Department for the company.


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