-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLgC3SDDCbaOumrBW6q+5F8h4iVsrAhHRE4tvcFx6QG4tDpAIcHfHseT83EgVboc oNsPar+e+pKvbPP+lN1rlw== 0001209191-10-028990.txt : 20100519 0001209191-10-028990.hdr.sgml : 20100519 20100519164245 ACCESSION NUMBER: 0001209191-10-028990 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100517 FILED AS OF DATE: 20100519 DATE AS OF CHANGE: 20100519 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTUSA CORP CENTRAL INDEX KEY: 0001207074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 2000 WEST PARK DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 508-389-7202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Canekeratne Kris A CENTRAL INDEX KEY: 0001406397 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33625 FILM NUMBER: 10845530 MAIL ADDRESS: STREET 1: 2000 WEST PARK DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-05-17 0 0001207074 VIRTUSA CORP VRTU 0001406397 Canekeratne Kris A C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH MA 01581 1 1 1 0 Chairman & CEO Common Stock 2010-05-17 4 A 0 100000 9.62 A 1488721 D Common Stock 2010-05-17 4 A 0 4151 9.62 A 1492872 D Common Stock 2010-05-17 4 F 0 1317 9.62 D 1491555 D Common Stock 2010-05-17 4 A 0 8146 9.62 A 1499701 D Common Stock 2010-05-17 4 F 0 646 9.62 D 1499055 D Common Stock 643389 I Held by Spouse Common Stock 60982 I Held by Kris Canekeratne Irreovocable Trust Common Stock 60982 I Held by Irrevocable Trust of spouse In May 2010, the reporting person was granted 100,000 shares of restricted stock which vest at a rate of 25% each year, commencing on April 1, 2010, under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan"). If the Company achieves a certain revenue target for its fiscal year ending March 31, 2011, then 12,500 shares allocated to the fourth annual vesting period shall accelerate and vest; and if the Company achieves a certain revenue target for the fiscal year ending March 31, 2012, then 12,500 shares allocated to the fourth annual vesting period shall accelerate and vest. The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited. Includes 37,500 shares of performance based restricted stock granted under the Company's 2007 Plan in October 2008 (the "October Plan"), which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over the next three fiscal years, commencing with the fiscal year ending March 31, 2011. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. For the fiscal year ended March 31, 2010, the vested shares are shown elsewhere in this Form 4. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. The reporting person was granted 50,000 shares of performance based restricted stock granted under the Company's 2007 Plan pursant to the October Plan, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over four fiscal years, commencing with the fiscal year ended March 31, 2010. For the fiscal year ended March 31, 2010, based on the Company's revenue and operating profit results, the reporting person vested in 4,151 shares (of the eligible 12,500) for the fiscal year ended March 31, 2010 The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. Under the October Plan, the reporting person had 4151 performance based shares vest for the fiscal year ended March 31, 2010 but had 1,317 withheld by the Company as full payment for taxes on the vested performance based shares. The reporting person was granted 20,366 shares of performance based restricted stock on August 5, 2009 (the "August Plan") under the Company's 2007 Plan, of which, 25% of the shares granted would vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2010. To the extent that these shares vest upon achievement of such revenue and/or operting income targets for the fiscal year ended March 31, 2010, the remaining shares would vest at rate of 6.25% each three month period thereafter. Based on the Company's revenue and operaing profit for FY2010, the reporting person had 2,037 shares immediately vest with 6,109 shares to vest at a rate of 6.25% each 3 month period thereafer, commencing on April 1, 2010. The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited. Under the August Plan, the reporting person had 2,037 performance based shares vest as of May 17, 2010 (for FY10), but had 646 shares withheld by the Company as full payment for taxes on the vested performance based shares. /s/ Paul D. Tutun, Attorney in Fact 2010-05-19 EX-24.4_331844 2 poa.txt POA DOCUMENT Power of Attorney I, Kris Canekeratne, hereby constitute and appoint Thomas R. Holler, Ranjan Kalia and Paul D. Tutun, and each of them individually, as my true and lawful attorney-in-fact to: 1. Complete and execute on my behalf, as an executive officer and/or director of Virtusa Corporation. (the "Company") any Form ID or Forms 3, 4, or 5 required to be filed by it under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder; 2. Do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing, which in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required of me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such information as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each of such attorneys-in-fact full power and authority to do and perform all and every act which is necessary, proper or desirable to be done in the exercise of any of the rights, powers and authority granted in this Power of Attorney, with full power of substitution and revocation, and I rarify and confirm every act that such attorney-in-fact lawfully performs or causes to be done by virtue of this Power of Attorney and the powers and authority granted herein. I acknowledge that the attorneys-in-fact appointed in this Power of Attorney, in serving in such capacity at my request, are not assuming, and the Company is not assuming, any of my responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934 or the rules or regulations thereunder. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 or 5 with respect to my holding or transactions in securities issued by the Company, unless I earlier revoke this Power of Attorney in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17th day of Nov., 2008. /s/ Kris Canekeratne Print Name: Kris Canekeratne STATE OF Massachusetts COUNTY OF Worcester On this 17th day of November, 2008, Kris Canekeratne personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/Maryellen Donohoe Notary Public -----END PRIVACY-ENHANCED MESSAGE-----