X0206 3 2013-05-08 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001574422 Thiruvengadam Sridhar C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD TEANECK NJ 07666 0 1 0 0 Chief Operating Officer Class A Common Stock 20249 D Employee Stock Option (Right to Buy) 11.44 2005-03-04 2014-03-03 Class A Common Stock 10000 D Employee Stock Option (Right to Buy) 21.75 2006-05-17 2015-05-16 Class A Common Stock 20000 D Employee Stock Option (Right to Buy) 39.55 2008-06-14 2017-06-13 Class A Common Stock 12200 D Employee Stock Option (Right to Buy) 44.91 2008-03-14 2017-03-13 Class A Common Stock 1600 I By sibling. Restricted Stock Units Class A Common Stock 5001 D Restricted Stock Units Class A Common Stock 1467 D Restricted Stock Units Class A Common Stock 1880 D Restricted Stock Units Class A Common Stock 2782 D Restricted Stock Units Class A Common Stock 843 D Such options were granted on March 4, 2004 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on March 4, 2008. Such options were granted on May 17, 2005 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on May 17, 2009. Such options were granted on June 14, 2007 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on June 14, 2011. Such options were granted on March 14, 2007 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on March 14, 2011. The reporting person disclaims beneficial ownership of the securities held by the reporting person's sibling. The restricted stock units were granted on March 21, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on February 1, 2012, so that the stock units will be fully vested on November 1, 2014. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The restricted stock units were granted on March 24, 2012 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on June 24, 2012, so that the stock units will be fully vested on March 24, 2015. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 28, 2012 based upon the audited financials for the 2011 fiscal year. The performance-based restricted stock units were granted on March 21, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units were settled in the Company's Class A Common Stock on June 1, 2012. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 2, 2013, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 27, 2013 based upon the audited financials for the 2012 fiscal year. The performance-based restricted stock units were granted on November 28, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on June 3, 2013, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 1, 2014, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 27, 2013 based upon the audited financials for the 2012 fiscal year. The performance-based restricted stock units were granted on March 24, 2012 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on June 3, 2013, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 1, 2014, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. Exhibit List: Exhibit 24 - Power of Attorney /s/ Steven Schwartz, on behalf of Sridhar Thiruvengadam, by Power of Attorney 2013-05-17