Cognizant Technology Solutions Corp Sample Contracts

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FORM OF] SERVICE AGREEMENT
Service Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
INDEMNIFICATION AGREEMENT
Indemnification 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 AGREEMENT
Indemnification 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.

AND
Rights Agreement • March 6th, 2003 • Cognizant Technology Solutions Corp • Services-computer programming services • Delaware
SUBLEASE
Sublease • March 11th, 2002 • Cognizant Technology Solutions Corp • Services-computer programming services
Joint Filing Agreement
Joint 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.

EXECUTIVE EMPLOYMENT AND NON-DISCLOSURE, NON-COMPETITION, AND INVENTION ASSIGNMENT AGREEMENT
Employment and Non • 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”).

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 2017 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Grant Notice And • 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 RESTRICTED STOCK UNIT AWARD AGREEMENT TIME-BASED VESTING
Restricted Stock Unit Award Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION SEVERANCE AND NONCOMPETITION AGREEMENT
Severance 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, 2014
Stock 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.”

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-DISCLOSURE, NON-COMPETITION, AND INVENTION ASSIGNMENT AGREEMENT
Assignment Agreement • February 26th, 2013 • 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 , 20 (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”).

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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 ISSUANCE
Restricted Stock Unit Award Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
LICENSE AGREEMENT
License Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 6th, 2009 • Cognizant Technology Solutions Corp • Services-computer programming services • New Jersey
Re: Amendment to Employment Agreement
Employment 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 07666
Letter 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 RELEASE
General 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.

Re: Second Letter Agreement
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:

WITNESSETH
Intercompany Agreement • May 22nd, 1998 • Cognizant Technology Solutions Corp • Services-computer programming services • New York
Cognizant Technology Solutions Corporation Teaneck, NJ 07666
Cognizant Technology Solutions Corp • February 8th, 2017 • 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.

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