8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 6, 2007

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24429	13-3728359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Glenpointe Centre West 500 Frank W. Burr Blvd. Teaneck, New Jersey	07666
(Address of Principal Executive Offices)	(Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2007, upon the recommendation of the Nominating and Corporate and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation (the “Company”), the Board appointed John Fox to the Board as a Class III Director to fill an existing vacancy. Mr. Fox will serve until the Annual Meeting of Stockholders of the Company to be held in 2009.

Mr. Fox, age 65, formerly served as Vice Chairman of Deloitte & Touche LLP and Global Director, Strategic Clients for Deloitte Consulting, from 1998 until 2003. Mr. Fox held various other positions with Deloitte Consulting from 1968 to 2003, and in addition to his responsibilities as Vice Chairman and Global Director, he also served on Deloitte Touche Tohmatsu’s board of directors and was a member of the Governance (Executive) Committee from 1998 to 2003. Mr. Fox currently serves as a Trustee for Wabash College and Steppenwolf Theatre Company and is a member of the board of directors of VASCO Data Security International, Inc. as well as various non-profit entities. Mr. Fox received his B.A. degree from Wabash College and his MBA from the University of Michigan.

The Board determined that Mr. Fox has no relationship with the Company or its subsidiaries, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable rules and regulations of NASDAQ or the Securities and Exchange Commission. Neither Mr. Fox nor any member of his immediate family has engaged, directly or indirectly, in any transaction, or series of similar transactions, with the Company or any of its subsidiaries since January 1, 2006 in which the amount involved exceeds $60,000. In addition, Mr. Fox does not have any family relationship with any executive officer or director of the Company.

Mr. Fox shall receive compensation for serving on the Board pursuant to the Board compensation plan that was previously disclosed in the Company’s filings with the SEC. Pursuant to such compensation plan, on December 6, 2007 (the “Grant Date”), the Company granted Mr. Fox nonqualified stock options to purchase 25,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Common Stock”), pursuant to the grant provisions of the Cognizant Technology Solutions Corporation Amended and Restated 1999 Incentive Compensation Plan (as amended and restated through the date of grant) (the “1999 Plan”), at an exercise price equal to the fair market value of the underlying Common Stock on the Grant Date. Fifty percent (50%) of such options will vest one (1) year from the Grant Date, and the remaining fifty percent (50%) of such options will vest two (2) years from the Grant Date. Such option grant has a term of 10 years.

On December 6, 2007, the Company issued a press release announcing the appointment of Mr. Fox to serve as a director of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Awards of Performance Unit Grants to Certain Named Executives

On December 6, 2007, the independent members of the Board, after thorough evaluation, granted the following awards of Performance Units to certain named executive officers of the Company set forth below pursuant to the 1999 Plan. The independent members of the Board believe that the following equity awards are competitive with the Company’s peer group, improve employee retention and align the goals of management with those of the Company’s stockholders. The shares of Common Stock under the Performance Units vest upon the achievement of certain performance milestones set forth below.

Name	Number of Performance Units
Francisco D’Souza, President and Chief Executive Officer	77,093
Gordon J. Coburn, Chief Financial and Operating Officer and Treasurer	55,066
Rajeev Mehta, Chief Operating Officer, Global Client Services	44,053
Ramakrishnan Chandrasekaran, President and Managing Director, Global Delivery	35,242

Measurement Date	Number of Shares	Calendar Year Annual Net Sales Growth (%)
December 31, 2008	150% of 1/3 Grant	50%
	100% of 1/3 Grant	42.5%
	50% of 1/3 Grant	35%
	0	less than 35%
December 31, 2009	150% of 1/3 Grant	47.5%
	100% of 1/3 Grant	37.5%
	50% of 1/3 Grant	27.5%
	0	less than 27.5%
December 31, 2010	150% of 1/3 Grant	45%
	100% of 1/3 Grant	32.5%
	50% of 1/3 Grant	20%
	0	less than 20%

Such equity awards were granted pursuant to the Company’s 1999 Plan. The foregoing table sets forth the number of shares of Common Stock under the Performance Units that will vest if (i) the Committee (as such term is defined in the 1999 Plan) determines that the annual net sales growth for the calendar year ending coincident with the relevant measurement date meets or exceeds the applicable targets for such year and (ii) the participant remains employed by or continues to serve the Company, or any subsidiary thereof, as an employee, non-employee director, independent contractor or otherwise on December 31, 2010. The number of shares of Common Stock that will vest for performance between the applicable threshold targets will be determined using straight-line interpolation, rounded down to the preceding whole number. The number of shares underlying the Performance Units were calculated using the closing price of the Common Stock on December 5, 2007, equal to $31.78 per share.

Item 8.01. Other Events.

Increase to Stock Repurchase Program

On December 6, 2007, the Company also announced that its Board of Directors authorized a $100 million increase in the aggregate value of shares that the Company may repurchase pursuant to its previously implemented $100 million stock repurchase program. Repurchases under the program may continue to be made through open market purchases or private transactions, in accordance with applicable federal securities laws, including Rule 10b-18. The timing of any repurchases and the exact number of shares of common stock to be purchased will be determined by the Company’s management, in its discretion, and will depend upon market conditions and other factors. The Company anticipates that the $100 million increase in the stock repurchase program will be funded using its cash on hand and cash generated from operations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Performance Unit Award Agreement for grants to certain executive officers.
99.1	Press Release of Cognizant Technology Solutions Corporation, dated December 6, 2007, announcing the appointment of John Fox to serve as a director.
99.2	Press Release of Cognizant Technology Solutions Corporation, dated December 6, 2007, announcing the $100 million increase in the Company’s stock repurchase program.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:	/s/ Steven Schwartz
Name:	Steven Schwartz
Title:	Senior Vice President, General Counsel and Secretary

Date: December 6, 2007

EX-10.1

Exhibit 10.1

PERFORMANCE UNIT AWARD AGREEMENT

PURSUANT TO

THE COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLAN

Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), grants this Award of Performance Units to the Participant named below, pursuant to the Cognizant Technology Solutions Corporation Amended and Restated 1999 Incentive Compensation Plan (the “Plan”) and this Performance Unit Award Agreement (this “Agreement”). Capitalized terms not otherwise defined herein will each have the meaning assigned to them in the Plan.

1. Name of Participant:

2. Number of Performance Units Which Will Vest Over Three Years at 100% of Target in Accordance with Section 4:

3. Date of Grant:

4. Vesting: Subject to Section 7 below, the following table sets forth the number of shares of Common Stock under the Performance Units that will vest if: (i) the Committee determines that the annual net sales growth for the calendar year ending coincident with the relevant measurement date (the “Measurement Date”) meets or exceeds the applicable targets for such year, and (ii) the Participant remains employed by or continues to serve the Company or any Subsidiary as an Employee, Nonemployee Director, Independent Contractor or otherwise on December 31, 2010. The number of shares of Common Stock that will vest for performance between the applicable threshold targets will be determined using straight-line interpolation, rounded down to the preceding whole number (e.g., 101.74 rounded down to 101). The net sales growth targets will be adjusted in good faith by the Committee in consultation with the Chief Executive Officer of the Company to reflect the consequences of future acquisitions and dispositions or in the event of changes in GAAP or as set forth pursuant to Section 12 of the Plan.

Measurement Date	Number of Shares	Calendar Year Annual Net Sales Growth (%)
December 31, 2008	0	less than 35
	[50% of 1/3 Grant]	35
	[100% of 1/3 of Grant]	42.5
	[150% of 1/3 of Grant]	50
December 31, 2009	0	less than 27.5
	[50% of 1/3 Grant]	27.5
	[100% of 1/3 of Grant]	37.5
	[150% of 1/3 of Grant]	47.5
December 31, 2010	0	less than 20
	[50% of 1/3 Grant]	20
	[100% of 1/3 of Grant]	32.5
	[150% of 1/3 of Grant]	45

5. Delivery Date: Subject to Sections 7 and 8 below, Shares of Common Stock equal to the number of Performance Units which will vest in accordance with Section 4 above will be delivered to the Participant (or in the event of death or Disability to his or her executor, personal representative or heirs, as appropriate) on or before March 15, 2011; provided, however, the Committee may provide for the payment of the Performance Units in cash (or partly in cash and partly in shares of Common Stock) equal to the value of the shares of Common Stock on the applicable Measurement Date which would otherwise be distributed to the Participant.

6. Dividend Equivalent Rights. The Participant shall have the right to receive an amount equal to the amount of any cash dividends paid with respect to a share of Common Stock multiplied by the number of shares of Common Stock underlying the Performance Units, provided, (i) such dividends shall be subject to the same vesting restrictions and forfeiture provisions that apply to the underlying Performance Units, (ii) such dividends shall be paid in cash, in shares of Common Stock, in the form of Performance Units, or a combination of any or all of the foregoing, and (iii) such dividends shall be paid at the same time as the underlying Performance Units are delivered pursuant to Section 5 of this Agreement.

7. Cessation of Employment or Service: If the (i) Participant ceases to be employed by or serve the Company or any of its Subsidiaries as an Employee, Nonemployee Director, Independent Contractor or otherwise for any reason, including, without limitation, death, Disability, with or without Cause, on or prior to December 31, 2010, or (ii) Participant ceases to be employed by or serve the Company or any of its Subsidiaries as an Employee, Nonemployee Director, Independent Contractor or otherwise for Cause after December 31, 2010, but before the delivery of the shares of Common Stock or cash as described in Section 5 above, the Performance Units shall immediately be forfeited on the date of such cessation of employment or services and the Participant shall have no further right to the delivery of any shares of Common Stock or cash represented by such Performance Units.

8. Tax Withholding: The Performance Units shall be subject to the tax withholding provisions set forth in Section 15 of the Plan, and, the Committee may pass through to the Participant and impose on the Performance Units any fringe benefit taxes imposed on the Company or any of its Subsidiaries. By accepting this Performance Unit award, the Participant agrees that the Company or any of its Subsidiaries may withhold from the shares of Common Stock issuable in connection with the vesting of the Performance Unit a specified number of shares of Common Stock having a specified value in order to meet any applicable tax withholding obligations and any fringe benefit taxes as described in the preceding sentence.

9. No Right to Continued Employment or Service. The Participant’s rights, if any, to continue to be employed by or to serve the Company as an Employee, Nonemployee Director, Independent Contractor or otherwise, shall not be enlarged or otherwise affected by the grant of the Performance Units, and the Company or the applicable Subsidiary reserves the right to terminate the Participant’s employment or service at any time. The right of the Company or any Subsidiary to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.

10. Transferability. Performance Units shall not be transferable otherwise than by will or the laws of descent and distribution. Shares of Common Stock issued in respect of vested Performance Units may be transferred subject to any applicable securities law restrictions.

11. Grant Subject to Plan Provisions. The Performance Units pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant of the Performance Units is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Common Stock, (iii) changes in capitalization of the Company and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Performance Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. The Committee shall administer the plan and its decisions shall be final, conclusive, and binding on the Company and the Participant.

12. No Shareholder Rights. Neither the Participant, nor any other person, shall have any of the rights and privileges of a shareholder with respect to the shares of Common Stock subject to the Performance Units, until certificates for Common Stock have been issued with respect to such Performance Units.

13. Applicable Law. This Agreement, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws, except as superseded by applicable federal law.

14. Amendment. This Agreement may be amended or modified at any time by mutual agreement between the Committee and the Participant or such other persons as may then have an interest therein.

15. Section 409A. The Performance Units provided under this Agreement are intended to qualify for the “short-term deferral” exception to Code section 409A.

A copy of the Plan, and other materials required to be delivered or made available to the Participant, will be delivered or made available electronically, provided that upon request of the Participant, the Company will deliver to the Participant paper copies of such materials. By accepting the grant of the Performance Units under this Agreement, the Participant hereby agrees to be bound by the terms and conditions of the Plan and this Agreement. The payment of any award, shares of Common Stock, benefits, or dividend equivalents hereunder is expressly conditioned upon the terms and conditions of this Agreement and the Plan and your compliance with such terms and conditions.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, effective as of the Date of Grant.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

By:

Date:

EX-99.1

Exhibit 99.1

500 Frank W. Burr Blvd.

Teaneck, NJ 07666

FOR IMMEDIATE RELEASE

COGNIZANT NAMES JOHN FOX TO BOARD OF DIRECTORS

Teaneck, NJ – December 6, 2007 – Cognizant (NASDAQ: CTSH), a leading provider of global IT and business process outsourcing services, announced that John Fox has been elected to its Board of Directors effective today.

Francisco D’Souza, President and Chief Executive Officer of Cognizant commented, “We are delighted to welcome John Fox to Cognizant’s Board of Directors. John is a proven leader in the consulting and outsourcing industry. His operating experience over three decades in the industry and strategic insight will be a valuable asset as Cognizant continues to expand our growth platform in the coming years.”

Mr. Fox, age 65, was Vice Chairman of Deloitte & Touche LLP and Global Director, Strategic Clients for Deloitte Consulting, then a $3.4 billion firm, from 1998 to 2003. He also served on Deloitte Touche Tohmatsu’s Board of Directors and was a member of the Governance (Executive) Committee from 1998 to 2003.

During his 36-year tenure with Deloitte, Mr. Fox consulted with Fortune 1000 companies, helping clients tackle complex changes, advising on strategic initiatives, developing new business models, transforming business processes and driving organizational change. He is a graduate of Wabash College and holds a Masters of Business Administration from the University of Michigan. Mr. Fox currently serves on the Board of Directors of VASCO Data Security International.

With his election, Cognizant’s Board of Directors now consists of seven directors, five of whom are independent under NASDAQ’s rules.

About Cognizant

Cognizant (NASDAQ: CTSH) is a leading provider of information technology, consulting and business process outsourcing services. Cognizant’s single-minded passion is to dedicate our global technology and innovation know-how, our industry expertise and worldwide resources to working together with clients to make their businesses stronger. With more than 35 global delivery centers and over 53,000 employees, we combine a unique onsite/offshore delivery model infused by a distinct culture of customer satisfaction. A member of the NASDAQ-100 Index and S&P 500 Index, Cognizant is a Forbes Global 2000 company and is ranked among the top information technology companies in BusinessWeek’s Info Tech 100, Hot Growth and Top 50 Performers listings. Visit us online at www.cognizant.com.

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

CONTACTS:

Kirsten Paragona

Director, Cognizant Corporate Media Relations

978-356-3342

Kirsten.paragona@cognizant.com

Investors: Scot Hoffman

Financial Dynamics

212-850-5617

scot.hoffman@fd.com

EX-99.2

Exhibit 99.2

	500 Frank W. Burr Blvd.
	Teaneck, NJ 07666
	CONTACT: Gordon Coburn
FOR IMMEDIATE RELEASE	Chief Financial & Operating Officer
	201-678-2712
	Investors: Gordon McCoun/Christina Corcoran
	Press: Brian Maddox/Scot Hoffman
	Financial Dynamics
	212-850-5600
	scot.hoffman@fd.com

COGNIZANT EXPANDS SHARE REPURCHASE PROGRAM

*Authorization Increased to $200 million

Teaneck, N.J. – December 6, 2007 – Cognizant Technology Solutions Corporation (NASDAQ: CTSH), a leading provider of global IT and business process outsourcing services, today announced that its Board of Directors has authorized the Company to purchase an additional $100 million of Cognizant common stock. The Board’s authorization expands the Company’s share repurchase program originally announced in September 2007 to $200 million. As of December 5, 2007, Cognizant has repurchased a total of approximately 3.1 million shares for $95.4 million at an average price of $30.90 per share.

“The expansion of Cognizant’s share repurchase program further underscores the Board’s confidence in the fundamentals of our business,” said Francisco D’Souza, President and Chief Executive Officer of Cognizant. “Clients across the broad range of industries we serve continue to express strong interest in Cognizant’s seamless onsite/offshore delivery model, giving us continued optimism about our growth prospects for 2008.”

Repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws, including Rule 10b-18. The timing of repurchases and the exact number of shares of common stock to be purchased will be determined by the Company’s management, in its discretion, and will depend upon market conditions and other factors. The program will be funded using the Company’s cash on hand and cash generated from operations. The program may be extended, suspended or discontinued at any time.

About Cognizant

Cognizant (NASDAQ: CTSH) is a leading provider of information technology, consulting and business process outsourcing services. Cognizant’s single-minded passion is to dedicate our global technology and innovation know-how, our industry expertise and worldwide resources to working together with clients to make their businesses stronger. With more than 35 global delivery centers and over 53,000 employees, we combine a unique onsite/offshore delivery model infused by a distinct culture of customer satisfaction. A member of the NASDAQ-100 Index and S&P 500 Index, Cognizant is a Forbes Global 2000 company and is ranked among the top information technology companies in BusinessWeek’s Info Tech 100, Hot Growth and Top 50 Performers listings. Visit us online at www.cognizant.com.

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.