COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2010

Dec 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2010-12-09

Reporting Person: Schwartz Steven (Sr VP, General Counsel & Secr.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-09	Class A Common Stock	M	3333	$0.00	Acquired	3797	Direct
2010-12-09	Class A Common Stock	F	1477	$70.59	Disposed	2320	Direct
2010-12-09	Class A Common Stock	S	73	$70.75	Disposed	2247	Direct
2010-12-10	Class A Common Stock	S	391	$70.75	Disposed	1856	Direct
2010-12-10	Class A Common Stock	M	3970	$9.05	Acquired	5826	Direct
2010-12-10	Class A Common Stock	S	3970	$70.72	Disposed	1856	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-09	Restricted Stock Units	$0.00	M	3333	Disposed	2010-12-09	Class A Common Stock (3333)	Direct
2010-12-10	Class A Common Stock Option (Right to Buy)	$9.05	M	3970	Disposed	2013-09-26	Class A Common Stock (3970)	Direct

Footnotes

F1: Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 9, 2008.

F2: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

F3: Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.

F4: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F5: The restricted stock units were granted under the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended, on December 9, 2008 and vest in quarterly installments over three years, with 1/12 of the restricted stock units vesting on each quarterly vesting date so that the restricted stock units will be fully vested on the twelfth quarterly vesting date, December 9, 2011.

F6: Such options were granted on September 26, 2003 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on September 26, 2007. The Date Exercisable above reflects the first anniversary date of such option.

F7: Excludes previously granted options for an aggregate of 75,000 shares of Class A Common Stock, which have different exercise prices and vesting dates.