COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2010-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-17	Class A Common Stock	M	11030	$9.05	Acquired	11030	Direct
2010-12-17	Class A Common Stock	M	3970	$40.33	Acquired	15000	Direct
2010-12-17	Class A Common Stock	M	5375	$18.21	Acquired	20375	Direct
2010-12-17	Class A Common Stock	S	15000	$71.51	Disposed	5375	Direct
2010-12-17	Class A Common Stock	S	5375	$72.40	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-17	Class A Common Stock Option (Right to Buy)	$9.05	M	11030	Disposed	2013-09-26	Class A Common Stock (11030)	Direct
2010-12-17	Class A Common Stock Option (Right to Buy)	$40.33	M	3970	Disposed	2016-12-14	Class A Common Stock (3970)	Direct
2010-12-17	Class A Common Stock Option (Right to Buy)	$18.21	M	5375	Disposed	2018-12-09	Class A Common Stock (5375)	Direct

Footnotes

F1: Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.

F2: 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.

F3: Excludes previously granted options for an aggregate of 65,655 shares of Class A Common Stock, which have different exercise prices and vesting dates.

F4: Such options were granted on December 14, 2006 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on December 14, 2010. The Date Exercisable above reflects the first anniversary date of such option.

F5: Excludes previously granted options for an aggregate of 34,625 shares of Class A Common Stock, which have a different exercise price and vesting dates.

F6: Such options were granted on December 9, 2008 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options vest in four equal annual installments, with 25% of the options vesting on the one year anniversary of the grant date, 25% of the options vesting on the two year anniversary of the grant date, 25% of the options vesting on the three year anniversary of the grant date and 25% of the options vesting on the four year anniversary of the grant date, so that the options will be fully vested on the four year anniversary of the grant date. The options will be fully vested on December 9, 2012. The Date Exercisable above reflects the first anniversary date of such options.

F7: Excludes previously granted options for an aggregate of 31,030 shares of Class A Common Stock, which have a different exercise price and vesting dates.