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