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: 2010-09-04

Reporting Person: Mehta Rajeev (COO, Global Client Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-04	Class A Common Stock	M	3289	$0.00	Acquired	5146	Direct
2010-09-04	Class A Common Stock	F	1199	$62.37	Disposed	3947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-04	Restricted Stock Units	$0.00	M	3289	Disposed	2010-09-04	Class A Common Stock (3289)	Direct

Footnotes

F1: 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.

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

F4: 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.