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COGNIZANT TECHNOLOGY SOLUTIONS CORP Director's Dealing 2010

Mar 3, 2010

30125_dirs_2010-03-03_2ad00368-d1c9-45bd-96eb-447126168a41.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2010-03-01

Reporting Person: RAMAKRISHNAN CHANDRASEKARAN (Pres. & MD, Global Delivery)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-01 Class A Common Stock M 1666 $0.00 Acquired 16994 Direct
2010-03-01 Class A Common Stock F 515 $49.48 Disposed 16479 Direct
2010-03-01 Class A Common Stock M 50000 $33.71 Acquired 66479 Direct
2010-03-01 Class A Common Stock S 25000 $50.07 Disposed 41479 Direct
2010-03-01 Class A Common Stock S 25000 $49.09 Disposed 16479 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-01 Restricted Stock Units $0.00 M 1666 Disposed 2010-03-01 Class A Common Stock (1666) Direct
2010-03-01 Class A Common Stock Option (Right to Buy) $0.00 M 50000 Disposed 2016-08-07 Class A Common Stock (50000) 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 1, 2009.

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 on December 1, 2009 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th 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 1, 2012.

F6: Such options were granted on August 7, 2006 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options vest as follows: 25% on August 7, 2007; 25% on August 7, 2008; 25% on August 7, 2009 and 25% on August 7, 2010. The options will be fully vested on August 7, 2010.

F7: Excludes previously granted options for an aggregate of 298,000 shares of Class A Common Stock, which have different exercise and vesting dates.