Exhibit 99.6
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 ther
