COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2023

Jan 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2023-01-12

Reporting Person: Singisetti Ravi Kumar (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-12	Restricted Stock Units	$	A	76804	Acquired		Class A Common Stock (76804.0)	Direct
2023-01-12	Performance Stock Units	$	A	115205	Acquired		Class A Common Stock (115205.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").

F2: A total of 76,804 RSUs were granted on January 12, 2023 under the Company's 2017 Incentive Award Plan (the "Plan") and will vest in four successive quarterly installments, commencing on April 12, 2023, with 1/4th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the fourth quarterly vesting date (January 12, 2024).

F3: Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock.

F4: Represents the maximum number of shares, and 250% of the target, issuable under the performance stock units ("PSUs") granted on January 12, 2023 under the Plan. At target payout, 46,082 shares would be issuable under the PSUs. The award will be payable based on absolute total stockholder return (measured as a compound annual growth rate) of the Company's common stock over the four years starting on January 12, 2023 (with share price adjustment downwards to account for dividends) (the "Stock Price CAGR"), as follows: 50% of the target will be issued if Stock Price CAGR is +10% (the "threshold level"); 100% of the target will be issued if Stock Price CAGR is +15%; 200% of the target will be issued if Stock Price CAGR is +17%; 250% of the target will be issued if Stock Price CAGR is +20% . The shares, if any, will vest on January 12, 2027. No shares will be granted below the threshold level, and the amount of shares granted between targets will be determined by linear interpolation.