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Quotes & Info
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| CTSH > SEC Filings for CTSH > Form 8-K on 30-Mar-2009 | All Recent SEC Filings |
30-Mar-2009
Change in Directors or Principal Officers
(e) Compensatory Arrangements of Certain Officers
At a meeting on March 26, 2009, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Cognizant Technology Solutions Corporation (the "Company") took the following actions with regard to the cash compensation of the individuals who serve as the Company's President and Chief Executive Officer, Chief Financial and Operating Officer, Vice Chairman, President and Managing Director, Global Delivery and Chief Operating Officer, Global Client Services (the "Named Executive Officers").
2009 Base Salaries. The Compensation Committee reviewed the base salaries of the Named Executive Officers and approved the same base salaries for the Named Executive Officers for the 2009 calendar year as they received for the 2008 calendar year. The table below sets forth the 2008 annual base salary levels of those Named Executive Officers and the annual base salary levels in effect for them for the 2009 calendar year:
2008 Annual 2009 Annual
Name Base Salary Base Salary
Francisco D'Souza $ 518,400 $ 518,400
President and Chief Executive Officer
Gordon Coburn $ 466,560 $ 466,560
Chief Financial and Operating Officer and Treasurer
Lakshmi Narayanan $ 100,000 $ 100,000 (1)
Vice Chairman
Ramakrishnan Chandrasekaran $ 162,000 $ 162,000 (1)(2)
President and Managing Director, Global Delivery
Rajeev Mehta $ 372,000 $ 372,000
Chief Operating Officer, Global Client Services
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(1) The salaries of Mr. Narayanan and Mr. Chandrasekaran will be converted into and paid in Indian rupees at the USD/INR exchange rate in effect as of January 1, 2009.
(2) Mr. Chandrasekaran's 2009 annual base salary of $162,000 is inclusive of the Company's cost to provide Mr. Chandrasekaran with a Company vehicle.
2009 Bonus Program. The Compensation Committee also approved a cash bonus program for the 2009 calendar year (the "2009 Bonus Program") pursuant to the Performance-Based Award provisions of the Company's Amended and Restated 1999 Incentive Compensation Plan (the "Plan"). The 2009 Bonus Program provides cash bonus opportunities for selected executive officers of the Company, including certain of the Named Executive
Target Bonus as Percentage of
Name Annual Base Salary
Francisco D'Souza 70%
President and Chief Executive Officer
Gordon Coburn 70%
Chief Financial and Operating Officer and
Treasurer
Lakshmi Narayanan -
Vice Chairman
Ramakrishnan Chandrasekaran 70%
President and Managing Director, Global
Delivery
Rajeev Mehta 70%
Chief Operating Officer, Global Client
Services
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The performance period for the 2009 Bonus Program is coincidental with the 2009 calendar year and the performance objectives for such performance period are tied to the Company's performance for such period measured in terms of the following financial metrics: (i) revenue, (ii) earnings before interest, taxes, depreciation, amortization and stock-based compensation costs and related fringe benefit taxes, subject to certain adjustments, and (iii) days sales are outstanding. The Compensation Committee has established threshold, target and maximum levels for each metric. The actual bonus to be paid per participant will be determined on the basis of the level at which each metric is actually attained, and each metric will be measured separately in terms of actual level of attainment and appropriately weighted in order to establish the individual bonus amount per participant. To the extent any performance metric is attained at a level between two of the designated levels, the bonus amount payable with respect to that metric will be determined on the basis of straight-line interpolation between those two levels.
In addition, the Compensation Committee determined that the maximum bonus payable per participant will not exceed two times his or her target bonus amount for the 2009 Bonus Program, and in no event will the bonus paid to any participant be in such amount so as to exceed the $10 million cumulative limitation in effect per person for the term of the Plan.
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