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): July 6, 2009

 

 

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware   0-24429   13-3728359

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

Glenpointe Centre West

500 Frank W. Burr Blvd.

Teaneck, New Jersey

      07666
(Address of Principal Executive Offices)     (Zip Code)

(201) 801-0233

(Registrant’s telephone number,

including area code)

 

                        Not Applicable                         

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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)).

 

 

 


Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  Compensatory Arrangements of Certain Officers.

On Monday, July 6, 2009, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Cognizant Technology Solutions Corporation (the “Company”) approved forms of award agreements and notices for use by the Company in connection with restricted stock unit awards and stock option grants under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan (the “Plan”). Unless otherwise determined by the Compensation Committee (or by the Board or such other committee with authority to grant awards under the Plan) at the time of grant, all awards granted pursuant to the Plan will be subject to the terms of the standard form agreements summarized below, in addition to the terms set forth in the Plan. The term “Plan Administrator,” as used herein, means our Board of Directors, our Compensation Committee or any other committee, to the extent each such entity is acting within the scope of its administrative authority under the Plan.

Form of Notice of Grant of Stock Option and Stock Option Agreement

Each option will have an exercise price per share determined by the Plan Administrator, but the exercise price will not be less than one hundred percent of the fair market value of the option shares on the grant date.

Each option will vest and become exercisable for twenty-five percent of the option shares upon the optionee’s completion of each year of service over the four year period measured from the option grant date. Each option will automatically accelerate in full upon a change in control, unless that award is assumed or otherwise continued in effect by the successor corporation or replaced with a cash incentive program which preserves the intrinsic value of the award and provides for subsequent payout of that value in accordance with the same vesting schedule in effect for that award.

Each option will have a maximum term of seven years. Upon cessation of service, each optionee will have a limited period of time in which to exercise his or her outstanding option to the extent exercisable for vested shares.

Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Award Agreement Time-Based Vesting

Each restricted stock unit represents the right to receive one share of common stock on the date that unit vests. The shares in which the participant vests will be issued on the applicable vesting date, or as soon thereafter as administratively practicable, subject to the Company’s collection of applicable withholding taxes.

Each restricted stock unit award will vest in accordance with one of the following two standard vesting schedules: (i) in a series of three successive equal annual installments upon the participant’s completion of each successive year of active service over the three year period measured from the award date and (ii) in a series of twelve successive equal quarterly installments upon the participant’s completion of each successive calendar quarter of active service over the three year period measured from the award date. Each restricted stock unit award will vest in full upon a change in control, unless that award is assumed or otherwise continued in effect by the successor corporation or replaced with a cash incentive program which preserves the intrinsic value of the award and provides for subsequent payout of that value in accordance with the same vesting and issuance schedule in effect for that award.

 

1


Phantom dividend equivalents will accrue for each outstanding restricted stock unit and will be distributed to the participant (in cash or such other form as determined by the Plan administrator) at the time the vested shares to which those dividend equivalents relate are issued, subject to the Company’s collection of applicable withholding taxes.

Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Award Agreement Performance-Based Vesting

The terms of each restricted stock unit with performance based vesting will be substantially similar to the terms described above for restricted stock unit awards with time-based vesting. However, instead of a time-based vesting schedule, the units will vest on the basis of the attainment of performance objectives determined by the Plan Administrator during a performance period with a duration of at least one year, as determined by the Plan Administrator.

Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Award Agreement Non-Employee Director Deferred Issuance

Each restricted stock unit represents the right to receive one share of common stock on the date that unit vests. The shares in which the non-employee director vests will be issued on the earliest to occur of the following: (i) the date of the non-employee director’s separation from service, (ii) the closing date of a change in control transaction, (iii) the date of the non-employee director’s death and (iv) the date of the non-employee director’s permanent disability.

Restricted stock units will vest in a series of successive equal annual, quarterly or monthly installments upon the non-employee director’s completion of each successive year, quarter or month of active service measured from the award date, as determined by the Plan Administrator at the time of grant. Each restricted stock unit will vest in full upon a change in control, unless the award is assumed or otherwise continued in effect by the successor corporation or replaced with a cash incentive program which preserves the intrinsic value of the award and provides for subsequent payout of that value in accordance with the same vesting and issuance schedule in effect for the award.

Phantom dividend equivalents will accrue for each outstanding restricted stock unit and will be distributed to the non-employee director (in cash or such other form as determined by the Plan Administrator) at the time the vested shares to which those dividend equivalents relate are issued.

The foregoing summary does not purport to be a complete description of the form agreements and notices and is qualified in its entirety by reference to such documents, which are filed as Exhibits 10.1 through 10.8 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

 

  (d) Exhibits .

 

Exhibit No.

 

Description

10.1   Form of Cognizant Technology Solutions Corporation Stock Option Agreement.
10.2   Form of Cognizant Technology Solutions Corporation Notice of Grant of Stock Option.
10.3   Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Agreement Time-Based Vesting.

 

2


10.4   Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Time-Based Vesting.
10.5   Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Agreement Performance-Based Vesting.
10.6   Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Performance-Based Vesting.
10.7   Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Agreement Non-Employee Director Deferred Issuance.
10.8   Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Non-Employee Director Deferred Issuance.

 

3


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.

 

COGNIZANT TECHNOLOGY

SOLUTIONS CORPORATION

By:   /s/ Steven Schwartz
  Name:     Steven Schwartz
  Title:  

Senior Vice President, General Counsel

and Secretary

Date: July 6, 2009

Exhibit 10.1

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

STOCK OPTION AGREEMENT

RECITALS

A. The Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, the Notice of Grant of Stock Option (the “Grant Notice”) or in the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option . The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. The name of the Optionee, the Grant Date, the Exercise Price, the number of Option Shares and the Exercise Schedule are as specified in the Grant Notice.

2. Option Term . This option shall have a maximum term of seven (7) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Article Two, Section I(C)(1) of the Plan or Article Two, Section IV(A) or (C) of the Plan.

3. Limited Transferability . The transferability of this option shall be governed by Article Two, Section I(F) of the Plan.

4. Dates of Exercise . This option shall become exercisable for the Option Shares in one or more installments in accordance with the Exercise Schedule set forth in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term under Article Two, Section I(C)(1) of the Plan or Article Two, Section IV(A) or (C) of the Plan.

5. Cessation of Service . The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with Article Two, Section I(C)(1) of the Plan.


6. Change in Control . The effect of a Change in Control of the Corporation on this option shall be governed by Article Two, Section IV(A)(C) and (D) of the Plan.

7. Adjustment in Option Shares . Should any change identified in Article One, Section V(G) of the Plan be made to the Common Stock, then the equitable adjustments identified in such section shall be made to this option to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

8. Manner of Exercising Option .

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:

(i) Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option Shares.

(ii) [Pay the aggregate Exercise Price for the purchased shares in one or more of the forms identified in Article Two, Section I(A)(2) of the Plan.] [Pay the aggregate Exercise Price for the purchased shares in the form identified in Article Two, Section I(A)(2)(iii) of the Plan].

(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option.

(iv) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax and Foreign Tax withholding requirements and any employer taxes passed through to the Optionee under Article Two, Section V.B., V.C. or V.D of the Plan applicable to the option grant, exercise, or vesting.

(b) As soon as administratively practicable following the date on which the option is exercised in accordance with this Paragraph 8, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate (which may be in electronic form) for the purchased Option Shares, with the appropriate legends, if applicable.

(c) In no event may this option be exercised for any fractional shares.

9. Compliance with Laws and Regulations .

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq Global or Global Select Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.


(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals.

10. Successors and Assigns . Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s assigns, the legal representatives, heirs and legatees of Optionee’s estate and any beneficiaries of this option designated by Optionee.

11. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be delivered electronically through the procedure set forth on the website maintained by the Corporation-designated brokerage firm for awards under the Plan or in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be delivered electronically or in writing addressed to Optionee at the most recent address on file with the Corporation for the Optionee. All notices shall be deemed effective upon personal or electronic delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

12. Construction . This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

13. Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New Jersey without resort to that State’s conflict-of-laws rules.

14. Excess Shares . If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. In no event shall the Option be exercisable with respect to any of the excess Option Shares unless and until such stockholder approval is obtained.


15. Additional Terms Applicable to an Incentive Option . In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability.

(b) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option.

(c) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control transaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option.

(d) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then for purposes of the foregoing limitations on the exercisability of such options as Incentive Options, this option and each of those other options shall be deemed to become first exercisable in that calendar year, on the basis of the chronological order in which such options were granted, except to the extent otherwise provided under applicable law or regulation.

Exhibit 10.2

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant to purchase shares of the Common Stock of Cognizant Technology Solutions Corporation (the “Corporation”):

Optionee : _________________________________________________________________________________________

Grant Date : _______________________________________________________________________________________

Exercise Price : $ ___________________________________________________________________________ per share

Number of Option Shares : _____________________________________________________________________ shares

Expiration Date : ___________________________________________________________________________________

 

Type of Option :   ___________    Incentive Stock Option
  ___________    Non-Statutory Stock Option

Exercise Schedule : The option shall become exercisable in accordance with Article Two, Section I (B)(2) of the Plan.

Optionee understands and agrees that the option is granted subject to and in accordance with the terms of the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan (the “Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the option as set forth in the Stock Option Agreement (the “Agreement”) attached hereto as Exhibit A . Optionee hereby acknowledges the receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B . A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation’s principal offices.

Employment at Will . Nothing in this Notice or in the attached Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause.


Definitions . All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Agreement.

Acceptance by Participant .

(a) To accept this option, Optionee shall log into Optionee’s online brokerage account established at the Corporation-designated brokerage firm for Optionee’s awards under the Plan and follow the procedure set forth on the brokerage firm’s website to accept the terms of this award. Currently, the Corporation-designated brokerage firm is [            ] and the applicable website is www.[            ].com.

(b) If Optionee fails to follow the procedure set forth in the preceding paragraph, and does not notify the Corporation (in accordance with Section 11 of the attached Agreement) within fifteen (15) days following the Grant Date that Optionee does not wish to accept this option, then Optionee will be deemed to have accepted this option, and agreed to be bound by the terms of the Plan, this Notice and the attached Agreement.

DATED: ______________________________

 

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:    
Title:    

ATTACHMENTS

Exhibit A - Stock Option Agreement

Exhibit B - Plan Summary and Prospectus

Exhibit 10.3

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

TIME-BASED VESTING

RECITALS

A. The Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Restricted Stock Unit Award Agreement (this “Agreement”) is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to Participant under the Stock Issuance Program.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, the Notice of Award of Restricted Stock Units (the “Award Notice”) or in the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Restricted Stock Units . The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. The name of the Participant, the Award Date, the number of shares of Common Stock underlying the awarded Restricted Stock Units and the applicable vesting requirements for those units and the underlying Shares are set forth in the Award Notice. The remaining terms and conditions governing the Award shall be as set forth in this Agreement and the Plan.

2. Limited Transferability . Prior to the actual issuance of the Shares which vest hereunder, Participant may not transfer any interest in the restricted stock units subject to the Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares which vest hereunder but otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Corporation to record the ownership of any Shares which in fact vest and become issuable hereunder in the name of a revocable living trust established for the exclusive benefit of Participant or Participant and his or her spouse. Participant may make such a beneficiary designation or ownership directive at any time by filing the appropriate form with the Plan Administrator or its designee.


3. Cessation of Service . Except to the extent otherwise provided in Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

4. Dividend Equivalents. Should any dividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock in one or more calendar years during which Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares vest hereunder, the phantom dividend equivalents credited to those Shares in the book account shall concurrently vest and shall be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at the same time the vested Shares to which those phantom dividend equivalents relate are issued. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

5. Change in Control . The effect of a Change in Control of a Corporation on this Award shall be governed by Article Three, Section II (A) and (B) of the Plan.

6. Adjustment in Shares . Should any change identified in Article One, Section V(G) of the Plan be made to the Common Stock then the equitable adjustments identified in such section shall be made by the Plan Administrator to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. In making such equitable adjustments, the Plan Administrator shall take into account any amounts credited to Participant’s book account under Paragraph 4 in connection with the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 5 shall be controlling.

7. Issuance or Distribution of Shares or Other Vested Amounts .

(a) As soon as administratively practicable following each date one or more Shares vest in accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award, subject to the Corporation’s collection of the applicable Withholding Taxes, Foreign Taxes, Employer Issuance Taxes and the Employer Issuance NIC. The Corporation shall collect those taxes in accordance with Article Three, Section III of the Plan. For purposes of this Agreement, the term Withholding Taxes” shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock which vest under the Award and any phantom dividend equivalents distributed with respect to those shares.


(b) Participant shall pay any taxes or other amounts that are required by the laws of a jurisdiction in which Participant is subject to taxation to be paid by the Corporation (or any Parent or Subsidiary employing such Participant) with respect to the grant, vesting or settlement of this Award or the issuance of shares of Common Stock thereunder, to the extent those taxes or other amounts are permitted to be passed through to the Participant under applicable law. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, such taxes or other amounts shall be collected through the Share Withholding Method. Participant shall enter into such additional agreements as may be required by the Corporation (or the Parent or Subsidiary employing Participant) to effect the transfer of those taxes or payments from the Corporation (or the Parent or Subsidiary employing Participant) to the Participant.

(c) Except as otherwise provided in Paragraph 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time(s) the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share, and the number of shares of Common Stock to be issued on the final vesting date of the Vesting Schedule shall equal the number of Shares granted, minus the whole number of shares of Common Stock issued on prior vesting dates.

8. Deferred Issuance Date .

(a) It is the intention of the parties that the provisions of this Agreement comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.

(b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Section 409A, then no Shares or other amounts which become issuable or distributable by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.


9. Compliance with Laws and Regulations . The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.

10. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be delivered electronically through the procedure set forth on the website maintained by the Corporation-designated brokerage firm for awards under the Plan or in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be delivered electronically or in writing addressed to Participant at the most recent address on file with the Corporation for the Participant. All notices shall be deemed effective upon personal or electronic delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

11. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

12. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

13. Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New Jersey without resort to that State’s conflict-of-laws rules.

Exhibit 10.4

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

NOTICE OF AWARD OF RESTRICTED STOCK UNITS

TIME-BASED VESTING

The Corporation hereby awards to Participant, as of the Award Date Restricted Stock Units representing the number of shares of Common Stock set forth below (the “Award”) under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Notice, the Plan and the form Restricted Stock Unit Award Agreement for Awards with time-based vesting requirements (the “Agreement”). The number of shares of Common Stock subject to the Award and the applicable vesting schedule for those shares are set forth below. The remaining terms and conditions governing the Restricted Stock Units shall be as set forth in the Plan and the Agreement.

AWARD SUMMARY

 

Participant :   
Award Date :   
Number of Shares Subject to Award :    _______________ shares of Common Stock (the “Shares”)
Vesting Schedule :    [The Shares shall vest in a series of three (3) successive equal annual installments upon the Participant’s completion of each successive year of active Service over the three (3) year period measured from the Award Date (the “Normal Vesting Schedule”).] [The Shares shall vest in a series of twelve (12) successive equal quarterly installments upon the Participant’s completion of each successive calendar quarter of active Service over the three (3) year period measured from the Award Date (the “Normal Vesting Schedule”).] However, one or more Shares may also be subject to accelerated vesting in accordance with the provisions of Paragraph 5 of the Agreement.
Issuance Schedule    The Shares in which the Participant vests in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date specified for those Shares in such Normal Vesting Schedule or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date. The Shares which vest pursuant to Paragraph 5 of this Agreement shall be issued in accordance with the provisions of such Paragraph. The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 7 of the Agreement.


Participant understands and agrees that the Restricted Stock Units are granted subject to and in accordance with the terms of the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan (the “Plan”). Participant further agrees to be bound by the terms of the Plan and the terms set forth in the Agreement attached hereto as Exhibit A . Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B . A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation’s principal offices.

Employment at Will . Nothing in this Notice or in the attached Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.


Definitions . All capitalized terms in this Notice shall have the meaning assigned to them in this Notice, the Plan or in the attached Agreement.

Acceptance by Participant .

(a) To accept this award of Restricted Stock Units, Participant shall log into Participant’s online brokerage account established at the Corporation-designated brokerage firm for Participant’s awards under the Plan and follow the procedure set forth on the brokerage firm’s website to accept the terms of this award. Currently, the Corporation-designated brokerage firm is [            ] and the applicable website is www.[            ].com.

(b) If Participant fails to follow the procedure set forth in the preceding paragraph, and does not notify the Corporation (in accordance with Section 10 of the attached Agreement) within fifteen (15) days following the Award Date that Participant does not wish to accept this award of Restricted Stock Units, then Participant will be deemed to have accepted this award of Restricted Stock Units, and agreed to be bound by the terms of the Plan, this Notice and the attached Agreement.

DATED: ________________________________

 

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:    
Title:    

ATTACHMENTS

Exhibit A - Restricted Stock Unit Award Agreement Time-Based Vesting

Exhibit B - Plan Summary and Prospectus

Exhibit 10.5

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

PERFORMANCE-BASED VESTING

RECITALS

A. The Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Restricted Stock Unit Award Agreement (this “Agreement”) is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to Participant under the Stock Issuance Program.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, the Notice of Award of Restricted Stock Units (the “Award Notice”) or in the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Restricted Stock Units . The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. The name of the Participant, the Award Date, the number of shares of Common Stock underlying the awarded Restricted Stock Units and the applicable performance-based vesting requirements for those units and the underlying Shares are set forth in the Award Notice. The remaining terms and conditions governing the Award shall be as set forth in this Agreement and the Plan.

2. Limited Transferability . Prior to the actual issuance of the Shares which vest hereunder, Participant may not transfer any interest in the restricted stock units subject to the Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares which vest hereunder but otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Corporation to record the ownership of any Shares which in fact vest and become issuable hereunder in the name of a revocable living trust established for the exclusive benefit of Participant or Participant and his or her spouse. Participant may make such a beneficiary designation or ownership directive at any time by filing the appropriate form with the Plan Administrator or its designee.


3. Cessation of Service . Except to the extent otherwise provided in Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

4. Dividend Equivalents. Should any dividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock in one or more calendar years during which Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares vest hereunder, the phantom dividend equivalents credited to those Shares in the book account shall concurrently vest and shall be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at the same time the vested Shares to which those phantom dividend equivalents relate are issued. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

5. Change in Control . The effect of a Change in Control of a Corporation on this Award shall be governed by Article Three, Section II(A) and (B) of the Plan.

6. Adjustment in Shares . Should any change identified in Article One, Section V(G) of the Plan be made to the Common Stock then the equitable adjustments identified in such section shall be made by the Plan Administrator to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. In making such equitable adjustments, the Plan Administrator shall take into account any amounts credited to Participant’s book account under Paragraph 4 in connection with the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 5 shall be controlling.

7. Issuance or Distribution of Shares or Other Vested Amounts .

(a) As soon as administratively practicable following each date one or more Shares vest in accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award, subject to the Corporation’s collection of the applicable Withholding Taxes, Foreign Taxes, Employer Issuance Taxes and the Employer Issuance NIC. The Corporation shall collect those taxes in accordance with Article Three, Section III of the Plan. For purposes of this Agreement, the term Withholding Taxes” shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock which vest under the Award and any phantom dividend equivalents distributed with respect to those shares.


(b) Participant shall pay any taxes or other amounts that are required by the laws of a jurisdiction in which Participant is subject to taxation to be paid by the Corporation (or any Parent or Subsidiary employing such Participant) with respect to the grant, vesting or settlement of this Award or the issuance of shares of Common Stock thereunder, to the extent those taxes or other amounts are permitted to be passed through to the Participant under applicable law. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, such taxes or other amounts shall be collected through the Share Withholding Method. Participant shall enter into such additional agreements as may be required by the Corporation (or the Parent or Subsidiary employing Participant) to effect the transfer of those taxes or payments from the Corporation (or the Parent or Subsidiary employing Participant) to the Participant.

(c) Except as otherwise provided in Paragraph 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time(s) the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share, and the number of shares of Common Stock to be issued on the final vesting date of the Vesting Schedule shall equal the number of Shares granted, minus the whole number of shares of Common Stock issued on prior vesting dates.

8. Deferred Issuance Date .

(a) It is the intention of the parties that the provisions of this Agreement comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.

(b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of Section 409A, then no Shares or other amounts which become issuable or distributable by reason of Participant’s cessation of Service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.


9. Compliance with Laws and Regulations . The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.

10. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be delivered electronically through the procedure set forth on the website maintained by the Corporation-designated brokerage firm for awards under the Plan or in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be delivered electronically or in writing addressed to Participant at the most recent address on file with the Corporation for the Participant. All notices shall be deemed effective upon personal or electronic delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

11. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

12. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

13. Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New Jersey without resort to that State’s conflict-of-laws rules.

Exhibit 10.6

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

NOTICE OF AWARD OF RESTRICTED STOCK UNITS

PERFORMANCE-BASED VESTING

The Corporation hereby awards to Participant, as of the Award Date, Restricted Stock Units representing the number of shares of Common Stock set forth below (the “Award”) under the Corporation’s 2009 Incentive Compensation Plan (the “Plan”). Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Notice, the Plan and the form Restricted Stock Unit Award Agreement for Awards with performance-based vesting requirements (the “Agreement”). The number of shares of Common Stock subject to the Award and the applicable performance-based vesting requirements for those shares are set forth below. The remaining terms and conditions governing the Restricted Stock Units shall be as set forth in the Plan and the Agreement.

AWARD SUMMARY

 

Participant :   
Award Date :   
Number of Shares Subject to Award :    _______________ shares of Common Stock (the “Shares”)
Vesting Schedule :    The Shares shall vest upon the attainment of the Performance Objectives set forth in attached Schedule I, provided the Participant continues in Service through the completion of the Measurement Period identified in Schedule I (the “Normal Vesting Schedule”). However, the Shares may also vest in accordance with the vesting provisions of Paragraph 5 of the Agreement.
Issuance Schedule    The Shares in which the Participant vests in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date specified for those Shares in such Normal Vesting Schedule or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date. The Shares which vest pursuant to Paragraph 5 of the Agreement shall be issued in accordance with the provisions of such Paragraph. The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 7 of the Agreement.


Participant understands and agrees that the Restricted Stock Units are granted subject to and in accordance with the terms of the Plan. Participant further agrees to be bound by the terms of the Plan and the terms set forth in the Agreement attached hereto as Exhibit A . Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B . A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation’s principal offices.

Employment at Will . Nothing in this Notice or in the attached Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.

Definitions . All capitalized terms in this Notice shall have the meaning assigned to them in this Notice, the Plan or in the attached Agreement.

Acceptance by Participant .

(a) To accept this award of Restricted Stock Units, Participant shall log into Participant’s online brokerage account established at the Corporation-designated brokerage firm for Participant’s awards under the Plan and follow the procedure set forth on the brokerage firm’s website to accept the terms of this award. Currently, the Corporation-designated brokerage firm is [            ] and the applicable website is www.[            ].com.

(b) If Participant fails to follow the procedure set forth in the preceding paragraph, and does not notify the Corporation (in accordance with Section 10 of the attached Agreement) within fifteen (15) days following the Award Date that Participant does not wish to accept this award of Restricted Stock Units, then Participant will be deemed to have accepted this award of Restricted Stock Units, and agreed to be bound by the terms of the Plan, this Notice and the attached Agreement.

DATED: ___________________________

 

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:    
Title:    

ATTACHMENTS

Exhibit A - Restricted Stock Unit Award Agreement Time-Based Vesting

Exhibit B - Plan Summary and Prospectus


SCHEDULE I

PERFORMANCE OBJECTIVES

AND

MEASUREMENT PERIOD

Exhibit 10.7

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

NON-EMPLOYEE DIRECTOR DEFERRED ISSUANCE

RECITALS

A. The Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Restricted Stock Unit Award Agreement (this “Agreement”) is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to Participant under the Stock Issuance Program.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, the Notice of Award of Restricted Stock Units (the “Award Notice”) or in the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Restricted Stock Units . The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. The name of the Participant, the Award Date, the number of shares of Common Stock underlying the awarded Restricted Stock Units and the applicable vesting and issuance schedule for those units and the underlying Shares are set forth in the Award Notice. The remaining terms and conditions governing the Award shall be as set forth in this Agreement and the Plan.

2. Limited Transferability . Prior to the actual issuance of the Shares which vest hereunder, Participant may not transfer any interest in the Restricted Stock Units subject to the Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares which vest hereunder but otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Corporation to record the ownership of any Shares which in fact vest and become issuable hereunder in the name of a revocable living trust established for the exclusive benefit of Participant or Participant and his or her spouse. Participant may make such a beneficiary designation or ownership directive at any time by filing the appropriate form with the Plan Administrator or its designee.


3. Vesting and Issuance or Distribution of Shares or Other Vested Amounts .

(a) The Restricted Stock Units subject to this Award shall vest in accordance with the vesting schedule set forth in the Award Notice and shall be issued in accordance with the Issuance Schedule set forth in the Award Notice.

(b) On the applicable Issue Date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock.

(c) Except as otherwise provided in this Paragraph 3 or in Article Three Section II of the Plan, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time(s) the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share, and the number of shares of Common Stock to be issued on the final vesting date of the Vesting Schedule shall equal the number of Shares granted, minus the whole number of shares of Common Stock issued on prior vesting dates.

4. Dividend Equivalents. Should any dividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock in one or more calendar years during which Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares vest hereunder, the phantom dividend equivalents credited to those Shares in the book account shall concurrently vest and shall be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at the same time the vested Shares to which those phantom dividend equivalents relate are issued.

5. Adjustment in Shares . Should any change identified in Article One, Section V(G) of the Plan be made to the Common Stock then the equitable adjustments identified in such section shall be made by the Plan Administrator to this Award in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. In making such equitable adjustments, the Plan Administrator shall take into account any amounts credited to Participant’s book account under Paragraph 4 in connection with the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. In the event of any Change in Control transaction, the adjustment provisions of Article Three, Section II of the Plan shall be controlling.


6. Compliance with Laws and Regulations . The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.

7. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be delivered electronically through the procedure set forth on the website maintained by the Corporation-designated brokerage firm for awards under the Plan or in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be delivered electronically or in writing addressed to Participant at the most recent address on file with the Corporation for the Participant. All notices shall be deemed effective upon personal or electronic delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

8. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

9. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

10. Governing Law . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New Jersey without resort to that State’s conflict-of-laws rules.

Exhibit 10.8

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

NOTICE OF AWARD OF RESTRICTED STOCK UNITS

NON-EMPLOYEE DIRECTOR DEFERRED ISSUANCE

The Corporation hereby awards to Participant, as of the Award Date, Restricted Stock Units under the Corporation’s 2009 Incentive Compensation Plan (the “Plan”). Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Notice, the Plan and the form Restricted Stock Unit Award Agreement for Non-Employee Directors (the “Agreement”). The number of shares of Common Stock subject to the awarded Restricted Stock Units and the applicable vesting and issuance schedules for those shares are set forth below. The remaining terms and conditions governing the Restricted Stock Units shall be as set forth in the Plan and the Agreement.

AWARD SUMMARY

 

Participant :   
Award Date :   
Number of Shares Subject to Award :    _______________ shares of Common Stock (the “Shares”)
Vesting Schedule :    The Shares shall vest in a series of [number] successive equal [annual, quarterly, monthly] installments upon the Participant’s completion of each successive [year, quarter, month] of active Board Service over the [number] [year, quarter, month] period measured from the Award Date.
Issuance Schedule    The Shares in which the Participant vests shall be issued upon the earliest date to occur of the following (i) the date of the Participant’s Separation from Service, (ii) the closing date of a Change in Control transaction, (iii) the date of the Participant’s death and (iv) the date of the Participant’s Permanent Disability. Such date shall be referred to as the “Issue Date.” The actual issuance of the Shares shall be effected on the applicable Issue Date or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such Issue Date occurs.


Participant understands and agrees that the Restricted Stock Units are granted subject to and in accordance with the terms of the Plan. Participant further agrees to be bound by the terms of the Plan and the terms set forth in the Agreement attached hereto as Exhibit A . Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B . A copy of the Plan is available upon request made to the Corporate Secretary at the Corporation’s principal offices.

Employment at Will . Nothing in this Award Notice or in the attached Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.

Definitions .

(a) All capitalized terms in this Award Notice shall have the meaning assigned to them in this Notice, the Plan or in the attached Agreement.

(b) The term “Separation from Service” shall have the meaning assigned to such term in the Treasury Regulations issued under Section 409A of the Code.

Acceptance by Participant .

(a) To accept this award of Restricted Stock Units, Participant shall log into Participant’s online brokerage account established at the Corporation-designated brokerage firm for Participant’s awards under the Plan and follow the procedure set forth on the brokerage firm’s website to accept the terms of this award. Currently, the Corporation-designated brokerage firm is [            ] and the applicable website is www.[            ].com.

(b) If Participant fails to follow the procedure set forth in the preceding paragraph, and does not notify the Corporation (in accordance with Section 7 of the attached Agreement) within fifteen (15) days following the Award Date that Participant does not wish to accept this award of Restricted Stock Units, then Participant will be deemed to have accepted this award of Restricted Stock Units, and agreed to be bound by the terms of the Plan, this Notice and the attached Agreement.

DATED: ___________________________

 

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:    
Title:    

ATTACHMENTS

Exhibit A - Restricted Stock Unit Award Agreement – Non-Employee Director Deferred Issuance

Exhibit B - Plan Summary and Prospectus