0001209191-19-032040.txt : 20190522
0001209191-19-032040.hdr.sgml : 20190522
20190522161521
ACCESSION NUMBER: 0001209191-19-032040
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190520
FILED AS OF DATE: 20190522
DATE AS OF CHANGE: 20190522
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Narayanan Sundararajan
CENTRAL INDEX KEY: 0001682655
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33625
FILM NUMBER: 19845918
MAIL ADDRESS:
STREET 1: C/O VIRTUSA CORPORATION
STREET 2: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VIRTUSA CORP
CENTRAL INDEX KEY: 0001207074
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
BUSINESS PHONE: 508-389-7300
MAIL ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-05-20
0
0001207074
VIRTUSA CORP
VRTU
0001682655
Narayanan Sundararajan
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH
MA
01772
0
1
0
0
EVP, CPO and Global Head of HR
common stock
2019-05-20
4
A
0
9000
0.00
A
102241
D
Performance-based restricted stock unit awards
2019-05-20
4
A
0
21000
0.00
A
Common Stock
21000
21000
D
On 5/20//2019, the reporting person was granted shares of time-based restricted stock units
issuable (upon full vest) for the number of shares listed above under the Company's 2015 Stock
Option and Incentive Plan. The issuance price of the shares was determined based on the
Company's equity award policy. The shares are subject to a three-year vesting period with one-third
of the shares vesting annually on each June 1,2020, June 1,2021 and June 1,2022 respectively. The
grantee has no voting rights with respect to the shares underlying the award until vested.
On 5/20/2019, the reporting person was granted a performance-based restricted stock unit award
("PSU") issuable at target for the number of shares listed above under the Company's 2015 Stock
Option and Incentive Plan. The award vests only upon the Company's achievement of two
performance metrics, two-year aggregate revenue, and two year adjusted net income, each
weighted 50%, measured over a two-year performance period beginning on 4/1/2019 and ending
3/31/2021
To the extent the PSUs conditionally vest per the performance targets for the performance period,
the PSUs are also subject to modifier, based on the relative total stockholder return ("rTSR") of
Virtusa as compared to the stockholder return of the S&P 1000 IT Services Index over the same
period. To the extent Virtusa is at target for the financial metrics, the PSU payout/award is increased
by 20% where the rTSR is in the upper quartile, lowered by 20% if the rTSR is in the bottom quartile
and no change if in between the lower and the top quartile. To the extent any PSUs vest, 50% of
such award will vest and be issued on 6/1/2021 (upon approval of the compensation committee &
Board) and the remaining 50% will vest on 6/1/2022.
Per the performance criteria for the award, the reporting person can earn the number of shares
listed above at 100% of plan, subject to the rTSR modifier which could increase or decrease the
vesting by 20% for each financial metric. Of such shares, the number of units that actually vest will
be between 0% to 200% of the scheduled amount, depending on the extent to which the Company
meets or exceeds the financial performance goals, and then, based on the rTSR modifier such
shares could also increase or decrease by up to an additional 20% to the extent of each financial
metric target achieved. The grantee has no voting rights with respect to the shares underlying the
award until vested.
/s/ Paul D. Tutun, Attorney in Fact
2019-05-22
EX-24.4_855090
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.
Power of Attorney
I, Sundararajan Narayanan, the undersigned, hereby constitute and appoint Kris
A. Canekeratne, Ranjan Kalia and Paul D. Tutun, and each of them individually,
as my true and lawful attorney-in-fact to:
1. Complete and execute on my behalf, as an executive officer and/or director of
Virtusa Corporation, a Delaware corporation (the "Company") any Form ID or Forms
3, 4, or 5 required to be filed by me under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations thereunder;
2. Do and perform any and all acts for and on my behalf which may be necessary
or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 and
timely file such forms with the U.S.Securities and Exchange Commission and any
stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with the
foregoing, which in the opinion of such attorney-in-fact may be of benefit to,
in the best interest of, or legally required of me, it being understood that the
documents executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such information as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full
power and authority to do an perform any and every act which is necessary,
proper or desirable to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that any such attorney-in-fact, or any such
attorney-in fact's substitute or substitutes,shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned responsibilities to comply with Section 13 or Section 16 of the
Exchange Act. The undersigned hereby agrees to indemnify the attorneys-in-fact
and the Company from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the undersigned to
the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer to file any instruments, certificates and documents
pursuant to Section 13 and Section 16 of the Exchange Act or the rules or
regulations there under with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney supersedes any prior power of attorney in connection with
the undersigned's capacity as an officer and/or director of the Company.This
Power of Attorney shall expire as to any individual attorney-in-fact if such
attorney-in-fact ceases to be an executive officer, or legal counsel to, the
Company.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
August 18, 2016
/s/ Sundararajan Narayanan
Name: Sundararajan Narayanan
STATE OF Massachusetts
COUNTY OF Worcester
On this 18th day of August 2016, Sundararajan Narayanan personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Amanda M. Wilson
Notary Public
/s/ Amanda M. Wilson