EXHIBIT 10.1



 





Exhibit 10.1



1999 Incentive Compensation Plan



EXPLORE YOUR OPTIONS




Option to Purchase: «SHARES» SHARES



Granted to: «FULL_NAME»

Employee ID: «ID»

Date of Grant: «GRANT_DATE»

Exercise Price: «PRICE»


This stock option grant has been executed on behalf of Cognizant
Technology Solutions Corporation.




	 	 	 	 	 
	 

	 	
	 	 

        

        Gordon Coburn

    Chief Financial Officer







This is not a stock certificate or a negotiable instrument. Non-Transferable.




 









 








1999 Incentive Compensation Plan

Non Qualified Stock Option Notice



We are pleased to inform you that the Board of Directors has granted you an
option to purchase Cognizant Technology Solutions Corporation Class A Common
Stock. Your grant has been made under the 1999 Incentive Compensation Plan
(the “Plan”), which together with the terms contained in this Notice, sets
forth the terms and conditions of your grant and is incorporated herein by
reference. Options vest ratably, over four years, upon the anniversary date of
the Date of Grant indicated on the face of this certificate. The Last Date to
Exercise is defined as the ten year anniversary of the Date of Grant as
indicated on the face of this certificate. A copy of the Plan and related
documents are available at Cognizant Online. Printed versions of these
documents are also available on request. Please read these documents
carefully.



Exercise:

You may exercise this Option, in whole or in part, to purchase a whole number
of vested shares at any time, by following the exercise procedures set up by
the Company. All exercises must take place before the Last Date to Exercise,
or such earlier date as is set out in the Plan following your death,
disability, your retirement or your ceasing to be an employee. The number of
shares you may purchase as of any date cannot exceed the total number of shares
vested by that date, less any shares you have previously acquired by exercising
this Option.



Employment Requirements:

The Plan sets out the terms and conditions that govern this grant in the event
of your termination of employment by way of death, disability, for cause or for
other reasons. In the event your employment is terminated by your death or
disability, you or your estate may exercise an unexercised option during the
shorter of (i) the remaining stated term of the option or (ii) twelve months
after the date of death or disability, but only to the extent that the option
was exercisable at the time of such termination of employment. In the event
your employment is terminated by death or disability, all non-vested options as
of the date of death or disability shall be forfeited. In the event your
employment is terminated for cause, all unexercised options held by you on the
date of termination, whether vested or non-vested shall immediately be
forfeited. In the event your employment is terminated for any other reason,
all non-vested options on the date of your termination shall immediately be
forfeited. Vested options will remain exercisable until the earlier of (i) the
end of the 90-day period following the date of your termination or (ii) the
date the option would otherwise expire.



Taxes and Withholding:

This option is not intended to be an Incentive Stock Option, as defined under
Section 422(b) of the Internal Revenue Code. Any exercise of this option is
normally a taxable event, and if the Company determines that any federal, state
local or foreign tax or withholding payment is required relating to the
exercise or sale of shares arising from this grant, the Company shall have the
right to require such payments from you, or withhold such amounts from other
payments due to you from the Company.