COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2010

Sep 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2010-09-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Class A Common Stock	M	8000	$5.81	Acquired	10747	Direct
2010-09-03	Class A Common Stock	S	8000	$62.04	Disposed	2747	Direct
2010-09-03	Class A Common Stock	S	2284	$61.98	Disposed	463	Direct
2010-09-04	Class A Common Stock	M	1316	$0.00	Acquired	1779	Direct
2010-09-04	Class A Common Stock	F	584	$62.37	Disposed	1195	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Class A Common Stock Option (Right to Buy)	$5.81	M	8000	Disposed	2013-03-05	Class A Common Stock (8000)	Direct
2010-09-04	Restricted Stock Units	$0.00	M	1316	Disposed	2010-09-04	Class A Common Stock (1316)	Direct

Footnotes

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

F2: Shares of the Company's Class A Common Stock received from the vesting of 33.33% of the restricted stock unit award granted on September 4, 2008.

F3: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

F4: Such options were granted on March 5, 2003 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were 100% vested on March 5, 2007. The Date Exercisable above reflects the first anniversary date of such option.

F5: Excludes previously granted options for an aggregate of 152,000 shares of Class A Common Stock, which have different exercise prices and vesting dates.

F6: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A common stock.

F7: The restricted stock units were granted under the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended, on September 4, 2008 and vest in three annual installments over three years, with 33.33% of the restricted stock units vesting on the one year anniversary of the date of grant, 33.33% of the restricted stock units vesting on the two year anniversary of the date of grant, and 33.34% of the restricted stock units vesting on the three year anniversary of the date of grant.