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CTSH > SEC Filings for CTSH > Form 8-K on 11-Dec-2008All Recent SEC Filings

Show all filings for COGNIZANT TECHNOLOGY SOLUTIONS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COGNIZANT TECHNOLOGY SOLUTIONS CORP


11-Dec-2008

Change in Directors or Principal Officers


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

Grants of Restricted Stock Units to Certain Named Executive Officers

On December 8, 2008, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Cognizant Technology Solutions Corporation (the "Company"), after thorough evaluation, granted, effective after the close of regular trading on the NASDAQ Stock Market on December 9, 2008, the following awards of restricted stock units ("Stock Units") to certain executive officers who were named in the 2007 Summary Compensation Table of the Company's Proxy Statement filed with the Securities and Exchange Commission on April 28, 2008 (the "Named Executive Officers") set forth below.

                                                              Number of Stock
    Name                                                           Units
    Francisco D'Souza,                                                130,000
        President and Chief Executive Officer

    Gordon J. Coburn,                                                  80,000
        Chief Financial and Operating Officer and Treasurer

    Rajeev Mehta,                                                      75,000
        Chief Operating Officer, Global Client Services

    Ramakrishnan Chandrasekaran,                                       60,000
        President and Managing Director, Global Delivery

The Stock Units vest in quarterly installments over three years, with 1/12 of the Stock Units vesting on each quarterly vesting date so that the Stock Units will be fully vested on the twelfth quarterly vesting date. The Compensation Committee approved the grant and issuance of the Stock Units pursuant to the terms and conditions of the Company's Amended and Restated 1999 Incentive Compensation Plan (the "1999 Plan") and the related Stock Unit Award Agreements.

Grants of Stock Options to Certain Named Executive Officers

On December 8, 2008, the Compensation Committee also granted, effective after the close of regular trading on the NASDAQ Stock Market on December 9, 2008, certain Named Executive Officers the following awards of nonqualified stock options ("Stock Options") to purchase shares of the Company's Class A Common Stock, par value $0.01 per share ("Common Stock"), at an exercise price equal to the closing price of the Common Stock on the grant date, December 9, 2008.

--------------------------------------------------------------------------------
                                                              Number of Shares
   Name                                                      Underlying Options
   Francisco D'Souza,                                                   240,000
       President and Chief Executive Officer

   Gordon J. Coburn,                                                    130,000
       Chief Financial and Operating Officer and Treasurer

   Rajeev Mehta,                                                        110,000
       Chief Operating Officer, Global Client Services

   Ramakrishnan Chandrasekaran,                                          88,000
       President and Managing Director, Global Delivery

Such Stock Options were granted pursuant to the Company's 1999 Plan. The Stock Options vest in four equal annual installments, with 25% of the Stock Options vesting on the one year anniversary of the grant date, 25% of the Stock Options vesting on the two year anniversary of the grant date, 25% of the Stock Options vesting on the three year anniversary of the grant date and 25% of the Stock Options vesting on the four year anniversary of the grant date, so that the Stock Options will be fully vested on the four year anniversary of the grant date.


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