NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE 1996 COGNIZANT CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
This non-qualified stock option agreement (the "Award Agreement") confirms the
non-qualified stock option award (the "Award") made on November 15, 1996 by The
Compensation and Benefits Committee (the "Committee") of the Board of Directors
of COGNIZANT CORPORATION (the "Company") under the 1996 Cognizant Corporation
Non-Employee Directors' Stock Incentive Plan (the "Plan") to:
Director (the "Participant")
of non-qualified stock options to purchase 7,000 shares of the Company's common
stock, par value $0.01 per share (the "Options"), prior to November 15, 2006, at
an Option price of $33.375 per share.
The Options are not intended to be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). These
Options may be exercised in whole or in part, from time to time, on or after the
dates indicated below as to that number of shares originally subject hereto set
forth opposite such date, plus any shares as to which these Options could have
been exercised earlier but were not so exercised.
Date Number of Shares
---- ----------------
November 15, 1997 1,166
November 15, 1998 1,166
November 15, 1999 1,167
November 15, 2000 1,167
November 15, 2001 1,167
November 15, 2002 1,167
The Options are issued in accordance with and are subject to the terms of the
Plan, which Plan is incorporated herein by reference, and are exercisable only
in accordance with the terms of this Award Agreement and the Plan. In accordance
with the terms of the Plan, except as waived by the Committee, these Options are
not transferable otherwise than by will or the laws of descent and distribution
and are exercisable during the lifetime of the Participant only by the
Participant.
IN WITNESS WHEREOF, Cognizant Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.
COGNIZANT CORPORATION
By _________________________________
SVP & Corporate Secretary
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of a copy of the Prospectus
related to the Plan.
-------------------- -----------------------------------
Date Directors
