SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made this 15th day of September 1997 by and between: Satyam Computer Services Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Mayfair Centre,...Share Purchase Agreement • April 9th, 1998 • Cognizant Technology Solutions Corp
FORM OF] SERVICE AGREEMENTService Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Exhibit 10.10 ------------- SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT is made the 28 day of August, 1998, between TRANS TEC SERVICES, INC., a Delaware corporation (Attn: Steven A. Scoppetuolo), whose address is 700 South Royal Pioncianna Boulevard,...Sublease Agreement • March 19th, 1999 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2017 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2016 between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), and Brackett B. Denniston, III (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2013 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ANDRights Agreement • March 6th, 2003 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
SUBLEASESublease • March 11th, 2002 • Cognizant Technology Solutions Corp • Services-computer programming services
EXHIBIT 10.13 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of January 7, 2003, between IMS HEALTH INCORPORATED, a Delaware corporation ("IMS Health"), and COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION, a Delaware corporation ("Cognizant")....Distribution Agreement • January 9th, 2003 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Hale and Dorr Draft 5/11/98 2,917,000 Shares(1) COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Class A Common Stock UNDERWRITING AGREEMENT BANCAMERICA ROBERTSON, STEPHENS & COMPANY LLC COWEN & COMPANY ADAMS, HARKNESS & HILL, INC. As Representatives of the...Underwriting Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
EXECUTION VERSION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Agreement and General Release of all Claims (the "Agreement") is entered into by and between Cognizant Technology Solutions Corporation (the "Company") and Kumar Mahadeva (the...General Release Agreement • March 12th, 2004 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Exhibit 10.8 INTERCOMPANY SERVICES AGREEMENT ------------------------------- This Intercompany Services Agreement ("Agreement"), dated as of May 15, 1998, between Cognizant Corporation, a Delaware corporation ("Cognizant"), and Cognizant Technology...Intercompany Services Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Joint Filing AgreementJoint Filing Agreement • February 17th, 2004 • Cognizant Technology Solutions Corp • Services-computer programming services
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, $0.01 par value of Cognizant Technology Solutions Corporation, dated as of February 13, 2004, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 2017 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • August 3rd, 2017 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 1999 INCENTIVE COMPENSATION PLAN, AS AMENDED 1.0 DEFINITIONS The following terms shall have the following meanings unless the context indicates otherwise: 1.1 "Award" shall mean either a Stock Option, an SAR,...Incentive Compensation Plan • August 31st, 2001 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
STOCK OPTION AGREEMENT UNDER THE COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 1999 INCENTIVE COMPENSATION PLAN THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of ("Grant Date"), between Cognizant Technology Solutions Corporation, a Delaware...Stock Option Agreement • March 12th, 2004 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT TIME-BASED VESTINGRestricted Stock Unit Award Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
EXECUTIVE EMPLOYMENT AND NON-DISCLOSURE, NON-COMPETITION, AND INVENTION ASSIGNMENT AGREEMENTExecutive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement • January 12th, 2023 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
This Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement (this “Agreement”) is made effective as of the 12th day of January, 2023 (the “Effective Date”) by and between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company” (where applicable, the definition of Company shall include the Company’s subsidiaries and affiliates and any successors or assigns)), and Ravi Kumar Singisetti (also known as Ravi Kumar S. or Ravi Kumar) (“Employee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-DISCLOSURE, NON-COMPETITION, AND INVENTION ASSIGNMENT AGREEMENTExecutive Employment Agreement • February 27th, 2018 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
This Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement (this “Agreement”) is made as of the ___ day of [____] 2018 (the “Effective Date”) by and between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company” (where applicable, the definition of Company shall include the Company’s subsidiaries and affiliates and any successors or assigns)), and [_____] (“Employee”).
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION SEVERANCE AND NONCOMPETITION AGREEMENT In consideration of the employment of the undersigned ("Employee"), Cognizant Technology Solutions Corporation, including any of its affiliates or direct or indirect...Severance and Noncompetition Agreement • April 9th, 1998 • Cognizant Technology Solutions Corp • New York
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION SEVERANCE AND NONCOMPETITION AGREEMENTSeverance and Noncompetition Agreement • July 24th, 2007 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
In consideration of the employment of the undersigned (“Employee”), Cognizant Technology Solutions Corporation, including any of its affiliates or direct or indirect subsidiaries (collectively, the “Company”), and as a condition of continued Employment, Employee agrees as follows:
STOCK PURCHASE AGREEMENT BY AND AMONG TZ HOLDINGS, L.P. TZ US PARENT, INC. AND COGNIZANT DOMESTIC HOLDINGS CORPORATION DATED AS OF SEPTEMBER 14, 2014Stock Purchase Agreement • September 15th, 2014 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2014, is made by and among TZ US Parent, Inc., a Delaware corporation (the “Company”), TZ Holdings, L.P., a Delaware limited partnership (“Seller”) and Cognizant Domestic Holdings Corporation, a Delaware corporation (“Buyer”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “Parties.”
CREDIT AGREEMENT Dated as of November 20, 2014 among COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION as the Borrower, The Designated Borrowers from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, The Other Lenders Party...Credit Agreement • November 20th, 2014 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 20, 2014, among COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION, a Delaware corporation (the “Borrower”), the Designated Borrowers from time to time parties hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT NON-EMPLOYEE DIRECTOR DEFERRED ISSUANCERestricted Stock Unit Award Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
LICENSE AGREEMENTLicense Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
Re: Amendment to Employment AgreementEmployment Agreement • August 2nd, 2018 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
Cognizant Technology Solutions Corporation (the “Company”) desires to make certain changes to the Amended and Restated Executive Employment and Non-Disclosure Non-Competition, and Invention Assignment Agreement entered into between you and the Company (your “Employment Agreement”), and to grant you certain new equity awards, in each case as provided herein. Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings set forth in your Employment Agreement. You and the Company agree as follows:
Cognizant Technology Solutions Corporation 500 Frank West Burr Boulevard Teaneck, NJ 07666Amendment to Agreement • May 5th, 2017 • Cognizant Technology Solutions Corp • Services-computer programming services
This letter agreement amends that certain agreement, dated as of February 8, 2017 (the “February 8th Agreement”), between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the “Investors”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the February 8th Agreement.
GENERAL RELEASEGeneral Release • February 15th, 2023 • Cognizant Technology Solutions Corp • Services-computer programming services
This General Release of Claims, including its Schedules and Appendices (this “Release”) is made by and between Ursula Morgenstern (“Employee”), of Cognizant Technology Solutions Corporation (the “Company”) and the “Releasees” (as defined below), as of the date of Employee’s execution of this Release.
INDEMNIFICATION AGREEMENT dated as of _________ ___, 1998, between COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION, a Delaware corporation (the "Company"), and _________________ (the "Director/Executive Officer"). Section 145 of the Delaware General...Indemnification Agreement • April 9th, 1998 • Cognizant Technology Solutions Corp • Delaware
Re: Second Letter AgreementSecond Letter Agreement • February 19th, 2019 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
This letter agreement (the “Second Letter Agreement”) serves to document the terms that you and Cognizant Technology Solutions Corporation (the “Company”) have agreed to regarding your separation from the Company. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Letter Agreement entered into between you and the Company dated June 8, 2018 (the “First Letter Agreement”), or the Amended and Restated Executive Employment and Non-Disclosure Non-Competition, and Invention Assignment Agreement entered into between you and the Company dated February 27, 2018 (your “Employment Agreement”), as applicable. You and the Company agree as follows:
WITNESSETHIntercompany Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Cognizant Technology Solutions Corporation Teaneck, NJ 07666Director Appointment Agreement • February 8th, 2017 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
This letter (this “Agreement”) constitutes the entire agreement between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the “Investors”), with respect to the matters set forth below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 16 below.
STOCK UNIT AWARD AGREEMENT PURSUANT TO THE COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLANStock Unit Award Agreement • September 5th, 2008 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), grants this Award of Stock Units to the Participant named below, pursuant to the Cognizant Technology Solutions Corporation Amended and Restated 1999 Incentive Compensation Plan (the “Plan”) and this Stock Unit Award Agreement (this “Agreement”). Capitalized terms not otherwise defined herein will each have the meaning assigned to them in the Plan.
January 9, 2023 Re: Amendment to Employment AgreementEmployment Agreement • January 12th, 2023 • Cognizant Technology Solutions Corp • Services-computer programming services
Cognizant Worldwide Limited, a private limited company registered in the United Kingdom (“CWW”), and its ultimate parent company, Cognizant Technology Solutions Corporation (the “Cognizant” and, together with its controlled subsidiaries, including without limitation CWW, affiliates and any successors and assigns, the “Company”) desires to make certain changes to the Executive Employment and Non-Disclosure Non-Competition, and Invention Assignment Agreement dated as of April 1, 2019 entered into between you and CWW (as amended by a letter agreement dated as of December 9, 2022, your “Employment Agreement”) as provided herein. Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings set forth in your Employment Agreement except as otherwise provided herein. You, CWW and Cognizant agree as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND LIMITED WAIVER NO. 1Credit Agreement • November 7th, 2016 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
AMENDMENT NO. 1 AND LIMITED WAIVER NO. 1 TO THE CREDIT AGREEMENT, dated as of November 5, 2016 (this “Amendment”) among Cognizant Technology Solutions Corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement referred to below.
