X0306 4 2013-08-06 0 0001207074 VIRTUSA CORP VRTU 0001449544 Rajgopal Raj C/O 2000 WEST PARK DRIVE WESTBOROUGH MA 01581 0 1 0 0 President common stock 2013-08-06 4 M 0 2500 2.9735 A 101530 D common stock 2013-08-06 4 S 0 2500 25.67 D 99030 D common stock 2013-08-06 4 A 0 18304 A 117334 D non-qualified stock option 2.9735 2013-08-06 4 M 0 2500 2.9735 D 2015-05-06 common stock 2500 30769 D performance based deferred restricted stock award 2013-08-06 4 A 0 18304 A common stock 18304 18304 D These shares were exercised and sold pursuant to a 10b5-1 Plan Agreement dated as of June 14, 2012 entered into by and between Mr. Rajgopal and an investment bank. The reporting person was granted an option exercisable for 143,769 shares on May 6, 2005, subject to vesting over four years. All shares are currently vested. On August 6, 2013, the reporting person was granted shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2014 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). The issuance price of the shares was determined based on the Company's equity award policy. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited. The reporting person was granted performance based, deferred restricted stock awards issuable for the number of shares listed above under the Company's 2007 Plan on August 6, 2013, which awards vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2014 ("FY14"). To the extent that the shares conditionally vest per the performance targets for FY14, then 33% of such awards which conditionally vested based on performance targets for FY14 will vest on 9/1/14 and the remaining 67% will vest on 3/1/16. Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan; 75% of such shares at 98% of plan; 125% of such shares at 102% of plan and 150% of such shares at 107% of plan for FY14. The issuance price of the shares was determined based on the Company's equity award policy. The grantee has no voting rights with respect to the shares underlying the award until vesting. Paul D. Tutun, Attorney in Fact 2013-08-07