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                                                                    EXHIBIT 10.2

                        INCENTIVE RESTRICTED STOCK GRANT
                        AGREEMENT UNDER THE SYNTEL, INC.
                      1997 STOCK OPTION AND INCENTIVE PLAN

     THIS INCENTIVE RESTRICTED STOCK GRANT AGREEMENT made this ____ day of
_________, 200_ by and between Syntel, Inc., a Michigan corporation ("the
Corporation"), and ___________________________________ (the "Grantee").

                                   WITNESSETH:

     WHEREAS, the Grantee is now employed by 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, 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 available to employees on the SyntraNet;

     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
employment; 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 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.;

          (G) "EMPLOYMENT" (whether or not capitalized) means employment with
the Corporation or any Subsidiary of the Corporation;

          (H) "GRANT DATE" means the date of this Agreement as reflected above.

          (I) "PLAN" means the Corporation's 1997 Stock Option and Incentive
Plan;


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          (J) "RESTRICTED STOCK" means Common Stock that is subject to
restrictions, and

          (K) "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 this Restricted Stock (or as
otherwise noted) as to the following cumulative percentages of the shares
covered by this Restricted Stock:

<TABLE>
<S>                                 <C>
On or after the first anniversary   25%
On or after second anniversary      25% additional
On or after third anniversary       25% additional
On or after fourth anniversary      25% additional
</TABLE>

In accordance with this schedule, on or after the fourth 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.

     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.
     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. Except as otherwise provided in Article IV 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 Participant after the last day of the Restriction Period.
Once the shares are released from the restrictions, the Participant 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.

          (A) If, prior to the date that this Restricted Stock shall first have
part of the Restriction Period lapse, the Grantee's employment with the
Corporation shall be terminated for any reason (other than as provided in
paragraph (b) below, after a Change in Control), the Grantee's right to exercise
this Restricted Stock shall terminate and all exercise rights hereunder shall
cease.

          (B) In the event of the Grantee's Change in Position subsequent to a
Change in Control, the Restriction Period for the Restricted Stock shall
completely lapse.

          (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 shall be canceled.

          (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.


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     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 that the
issuance or transfer of such shares will not violate 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, or
the rules and regulations of any stock exchange on which the Corporation's
securities are traded, or state law governing the sale of securities, or that
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 exercise of the Restricted Stock granted hereby.

     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 8.1 of the Plan and any adjustment therein provided shall be
made in accordance with Section 8.1 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 other distribution shares declared with respect to the Restricted Stock shall
be accrued and paid only after the restrictions on the shares of Restricted
Stock lapse.

     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 525 E. Big Beaver
Road, Suite 300, Troy, MI 48083. 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 Restricted Stock 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
Plan, the Corporation shall be released from such obligation and shall not be
subject to the claims of the Grantee hereunder with respect thereto.

     15. GOVERNING LAW. This Agreement has been made in and shall be construed
in accordance with the laws of the State of Michigan.


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     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 employees
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:
    ---------------------------------
Daniel M. Moore,
Chief Administrative Officer


By:
    ---------------------------------
Srikanth Karra,
Vice President Global Human Resources


                         , Grantee
-------------------------


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