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Exhibit
10.1
PERFORMANCE 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 Performance Units to the Participant named
below, pursuant to the Cognizant Technology Solutions Corporation
Amended and Restated 1999 Incentive Compensation Plan (the
“Plan”) and this Performance Unit Award Agreement (this
“Agreement”). Capitalized terms not otherwise defined
herein will each have the meaning assigned to them in the
Plan.
| 2. |
Number of Performance Units Which Will Vest Over Three Years
at 100% of Target in Accordance with Section 4
: |
| 4. |
Vesting : Subject to Section 7 below, the following
table sets forth the number of shares of Common Stock under the
Performance Units that will vest if: (i) the Committee
determines that the annual net sales growth for the calendar year
ending coincident with the relevant measurement date (the
“Measurement Date”) meets or exceeds the applicable
targets for such year, and (ii) the Participant remains
employed by or continues to serve the Company or any Subsidiary as
an Employee, Nonemployee Director, Independent Contractor or
otherwise on December 31, 2010. The number of shares of Common
Stock that will vest for performance between the applicable
threshold targets will be determined using straight-line
interpolation, rounded down to the preceding whole number (
e.g. , 101.74 rounded down to 101). The net sales growth
targets will be adjusted in good faith by the Committee in
consultation with the Chief Executive Officer of the Company to
reflect the consequences of future acquisitions and dispositions or
in the event of changes in GAAP or as set forth pursuant to
Section 12 of the Plan. |
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Measurement Date
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Number of
Shares
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Calendar Year Annual
Net
Sales Growth
(%)
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December 31,
2008
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0 |
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less than 35 |
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[50% of 1/3 Grant] |
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35 |
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[100% of 1/3 of Grant] |
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42.5 |
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[150% of 1/3 of Grant] |
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50 |
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December 31,
2009
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0 |
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less than 27.5 |
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[50% of 1/3 Grant] |
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27.5 |
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[100% of 1/3 of Grant] |
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37.5 |
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[150% of 1/3 of Grant] |
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47.5 |
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December 31,
2010
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0 |
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less than 20 |
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[50% of 1/3 Grant] |
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20 |
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[100% of 1/3 of
Grant]
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32.5 |
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[150% of 1/3 of
Grant]
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45 |
| 5. |
Delivery Date : Subject to Sections 7 and 8 below,
Shares of Common Stock equal to the number of Performance Units
which will 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 before March 15, 2011; provided,
however, the Committee may provide for the payment of the
Performance 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 Measurement Date which would otherwise be
distributed to the Participant. |
| 6. |
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 Performance
Units, provided, (i) such dividends shall be subject to the
same vesting restrictions and forfeiture provisions that apply to
the underlying Performance Units, ( |
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