Exhibit 10.1
STOCK UNIT AWARD
AGREEMENT
PURSUANT TO
THE COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION
AMENDED AND RESTATED 1999
INCENTIVE COMPENSATION PLAN
Cognizant Technology Solutions
Corporation, a Delaware corporation (the “Company”),
grants this Award of Stock Units to the Participant named below,
pursuant to the Cognizant Technology Solutions Corporation Amended
and Restated 1999 Incentive Compensation Plan (the
“Plan”) and this Stock Unit Award Agreement (this
“Agreement”). Capitalized terms not otherwise defined
herein will each have the meaning assigned to them in the
Plan.
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2.
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Number of
Stock Units Granted :
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4.
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Vesting : Subject to Section 7 below, the Stock
Units shall vest in three annual installments, with 33.33% of the
Stock Units vesting on the one year anniversary of the Date of
Grant (the “First Vesting Date”), 33.33% on the two
year anniversary of the Date of Grant (the “Second Vesting
Date”) and 33.34% of the Stock Units vesting on the three
year anniversary of the Date of the Grant (the “Third Vesting
Date,” and each of the First Vesting Date, the Second Vesting
Date and the Third Vesting Date, a “Vesting Date”), so
that the Stock Units shall be fully vested on the Third Vesting
Date. If applicable, the number of Stock Units which shall vest on
the First Vesting Date and the Second Vesting Date shall be rounded
down to the preceding whole number (e.g., 101.50 rounded down to
101), and the number of Stock Units which shall vest on the Third
Vesting Date shall equal the number of Stock Units granted as
indicated in Section 2 above minus the whole number of Stock
Units which have vested on the First Vesting Date and the Second
Vesting Date.
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5.
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Delivery
Date : Subject to
Sections 7 and 8 below, Shares of Common Stock equal to the number
of Stock Units which vest in accordance with Section 4 above
will be delivered to the Participant (or in the event of death or
Disability to his or her executor, personal representative or
heirs, as appropriate) on or within 30 days following the
applicable Vesting Date; provided, however, the Committee may
provide for the payment of the Stock Units in cash (or partly in
cash and partly in shares of Common Stock) equal to the value of
the shares of Common Stock on the applicable Vesting Date which
would otherwise be distributed to the Participant.
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6.
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Dividend Equivalent
Rights . The Participant
shall have the right to receive an amount equal to the amount of
any cash dividends paid with respect to a share of Common Stock
multiplied by the number of shares of Common Stock underlying the
Stock Units, provided, (i) such dividends shall be subject to
the same vesting
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1
restrictions and forfeiture
provisions that apply to the underlying Stock Units, (ii) such
dividends shall be paid in cash, in shares of Common Stock, in the
form of Stock Units, or a combination of any or all of the
foregoing, and (iii) such dividends shall be paid at the same
time as the underlying Stock Units are delivered pursuant to
Section 5 of this Agreement.
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7.
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Cessation of
Employment or Service :
If the (i) Participant ceases to be employed by or serve the
Company or any of its Subsidiaries as an Employee, Nonemployee
Director, Independent Contractor or otherwise for any reason,
including,
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