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 "Employee") and dated December 19, 2003 (the
"Effective Date").
In consideration of the promises set forth in this Agreement, the
Employee and the Company (the "Parties") hereby agree as follows:
1. ENTIRE AGREEMENT.
This Agreement is the entire agreement between the Parties with respect to
the subject matter hereof and, other than as specifically stated herein,
contains all agreements, whether written, oral, express or implied, between the
Parties relating thereto and supersedes and extinguishes any other agreement
relating thereto, whether written, oral, express or implied, between the
Parties. Other than this Agreement and as otherwise explicitly stated herein,
there are no agreements of any nature whatsoever between the Employee and the
Company that survive this Agreement. This Agreement may not be modified or
amended, nor may any rights under it be waived, except in a writing signed and
agreed to by the Parties.
2. CONTINUATION AND CESSATION OF EMPLOYMENT AND APPOINTMENTS.
A. The Employee hereby resigns, as of the Effective Date, as Chief
Executive Officer of the Company, and as an officer and director of the Company
and all of its affiliates and subsidiaries (collectively, the "Company Group").
The Employee will continue as a non-executive employee of the Company (and of no
other member of the Company Group) until April 1, 2004, or such earlier date as
his employment is terminated in accordance with Section 2.B. or 2.C. (the
"Termination Date"), and his employment with the Company shall cease at 11:59pm
on the Termination Date. The Employee shall take all actions and execute all
documents reasonably requested by the Company in order to implement the
preceding two sentences. As of and following the Effective Date, the Employee
shall have no authority to act on behalf of the Company or any other member of
the Company Group, and shall not hold himself out as having such authority or
otherwise act in an executive, director or other decision making capacity,
unless and only to the extent specifically granted such authority in writing by
the Company's Chief Executive Officer or Chief Operating Officer after the
Effective Date and before the Termination Date.
B. The Company may terminate the Employee's employment after the Effective
Date and before the Termination Date only for actions or failures to act
following the Effective Date that constitute "Cause," as defined in the
Company's 1999 Incentive Compensation Plan (the "1999 Plan") or in the Severance
and Noncompetition Agreement between the Parties (the "Severance Agreement").
C. The Employee may resign his employment after the Effective Date and
before the Termination Date at any time for any reason, by giving advance
written notice to the Company which identifies the date of such resignation.
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D. From the Effective Date through the Termination Date the Employee shall
use his reasonable best efforts during normal business hours to perform such
tasks comparable to and commensurate with the Employee's duties and
responsibilities as the chief executive officer of the Company as may be
assigned to him by the Chief Executive Officer, Chief Operating Officer or Chief
Financial Officer of the Company, including but not limited to assisting the
Company in the transition to a new Chief Executive Officer. From the Effective
Date through the Termination Date the Company will provide to the Employee an
office and secretarial assistance appropriate for a retired chief executive
officer that is remaining available to perform services for the Company.
E. The Parties agree that the cessation of the Employee's employment on
the Termination Date shall be treated as a resignation by the Employee, and as a
termination described in (i) Section 14.3 of the 1999 Plan in respect of the
stock option grant made to the Employee as of May 14, 1999 (the "1999 Option
Grant"), which grant the Parties agree is governed by the provisions of the 1999
Plan, and (ii) Section 6(e) of the Stock Option Agreement between the Parties
dated as of March 29, 2001 (the "2001 Option Agreement") in respect of the stock
option grant made to the Employee as of such date (the "2001 Option Grant") and
(iii) Section 6(e) of the Stock Option Agreement between the Parties dated as of
February 5, 2003 (the "2003 Stock Option Agreement") in respect of the stock
option grant made to the Employee as of such date (the "2003 Option Grant");
provided that if the Employee is terminated by the Company pursuant to Section
2.B., then such termination shall be considered to be a termination for "Cause"
under the 1999 Plan, the 2001 Option Agreement and the 2003 Option Agreement.
Each of the 1999 Plan, the 1999 Option Grant, the 2001 Option Grant and the 2003
Option Grant are agreements that survive this Agreement.
3. ENTITLEMENTS: STOCK OPTIONS.
A. As of and after the Effective Date, the Employee shall continue to
participate only in those employee benefit plans and arrangements sponsored by
the Company which are available to non-executive employees of the Company. As of
and following the Termination Date, the Employee shall no longer accrue service
credit or have contributions made on his behalf under, any employee benefit plan
or arrangement sponsored by the Company in respect of periods commencing on and
following the Termination Date including, without limitation, any plan which is
intended to qualify under Section 401(a) of the Internal Revenue Code of 1986,
as amended; provided that the Employee may elect continued group health care
coverage pursuant to COBRA and in accordance with the terms of the Company's
group health plans. The Employee shall be entitled to all benefits accrued
through the Termination Date, to the extent vested, under all employee benefit
plans of the Company, in accordance with the terms of such plans, and these
plans and the Employee's rights under these plans shall survive this Agreement.
B. During the period commencing on the Effective Date and ending on the
Termination Date, the Employee's sole cash compensation from the Company in
respect of his employment shall be salary at a rate of $100,000 per year,
payable in accordance with the Company's normal payroll practices. The Employee
shall receive no bonus in respect of 2003.
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C. Subject to Sections 2.E. and 7.H., the 1999 Option Grant, the 2001
Option Grant and the 2003 Option Grant shall be treated in accordance with the
1999 Plan, the 2001 Option Agreement and the 2003 Option Agreement,
respectively.
D. Any shares of Company common stock obtained by the Employee through the
exercise of stock options on or after the Effective Date may be sold by the
Employee only in a manner which does not exceed the volume limits of Rule 144
promulgated under the Securities Act of 1933, irrespective of whether or not the
exemption provided by Rule 144 is legally necessary in order for the Employee to
sell Company common stock but for this Section 3.E.
E. The Company shall reimburse the Employee for all reasonable and
customary expenses incurred by the Executive in performing services for the
Company prior to the Effective Date and while performing any services pursuant
to Section 2.D of this Agreement, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Company; provided that any expense incurred after the Effective Date in excess
of $2,000, individually or in the aggregate, shall require the prior written
consent of the Company's Chief Executive Officer or Chief Financial Officer.
F. Employee shall, after the Effective Date, retain all rights to
indemnification under applicable law and under the Certificates of Incorporation
or By-Laws of the Company and any other member of the Company Group, as they may
be amended or restated from time to time. In addition, the Company and any other
member of the Company Group shall maintain director's and officer's liability
insurance coverage on behalf of the Employee, at the level no less than that in
effect from time to time for acting directors and officers, for the six-year
period following the Termination Date, and throughout the period of any
applicable statute of limitations.
G. The Company shall pay, or reimburse the Employee for, reasonable
attorney's fees and expenses actually incurred by the Employee in the retention
of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ in connection with his termination of
employment with the Company.
H. Except as set forth in this Section 3, the Company shall have no
obligation under this Agreement or otherwise to make any payment or provide any
benefit to the Employee following the Termination Date.
4. RETURN OF COMPANY PROPERTY.
No later than the Termination Date, the Employee shall return to the
Company all originals and copies of papers, notes and documents (in any medium,
including computer disks), whether property of the Company Group or not,
prepared, received or obtained by the Employee or his counsel during the course
of his employment with the Company or any member of the Company Group, and all
equipment and property of the Company Group which may be in the Employee's
possession or under his control, whether at the Company's offices, the
Employee's home or elsewhere, including all such papers, work papers, notes,
documents and equipment in the possession of the Employee or his counsel. The
Employee agrees that he and his family and counsel shall not retain copies of
any such papers, work papers, notes and documents. Notwithstanding the
foregoing, the Employee and his counsel may retain copies of any employment or
benefits agreements between the Employee and the Company, this Agreement,
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any publicly filed materials, any employee benefit plan materials distributed
generally to participants in any such plan by the Company and any papers, work
papers, notes and documents relating to this Agreement and the termination of
Employee's employment with the Company. On the Effective Date, all telephone and
other accounts being paid by the Company on the Employee's behalf shall be
terminated and all company credit cards shall be returned to the Company and
canceled. To the extent any charges are made by the Employee using company
accounts or credit cards after the Effective Date, such charges will be solely
the Employee's responsibility.
5. CONFIDENTIALITY.
A. The existence of and the terms and conditions of this Agreement shall
be held confidential by the Parties hereto, except for disclosure (i) by the
Company to its legal, actuarial and accounting advisors, or as otherwise
required by Federal securities or other laws, or to its directors and executive
officers in respect of Section 6.A., (ii) by the Employee to his legal and
financial advisors and immediate family members, (iii) by either Party if
required by order of a court or other body having jurisdiction over such matter,
or otherwise as required under the securities laws or the applicable rules of
any stock exchange or stock quotation or trading system, and (iv) by either
Party with the written consent of the other; provided that this obligation shall
cease to apply when and if this Agreement is made available to the public by the
Company to comply with Federal securities or other laws.
B. Notwithstanding Section 5.A., any party to this Agreement (and each
employee, representative, or other agent of any party to this Agreement) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement,
and all materials of any kind (including opinions or other tax analyses) related
to such tax treatment and tax structure; provided, however, that this sentence
shall not permit any person to disclose the name of, or other information that
would identify, any party to such transactions or to disclose confidential
commercial information regarding such transactions.
6. NONDISPARAGEMENT; COOPERATION.
A. The Employee shall not make or publish any statement (orally or in
writing), or instigate, assist or participate in the making or publication of
any statement, which would or could adversely affect, libel, slander or
disparage (whether or not such disparagement legally constitutes libel or
slander) or expose to hatred, contempt or ridicule (a) any member of the Company
Group; (b) any of their services, affairs or operations; or (c) any of their
past or present directors, officers, employees or agents. Neither the Company
nor any other member of the Company Group shall make or publish any statement
(orally or in writing), or instigate, assist or participate in the making or
publication of any statement, which would or could adversely affect, libel,
slander or disparage (whether or not such disparagement legally constitutes
libel or slander) or expose to hatred, contempt or ridicule the Employee. The
Company shall advise each director and executive officer of the Company and each
other member of the Company Group in writing of the substance of this Section
6.A. and shall take reasonable measures to cause them not to make or publish any
statement (orally or in writing), or instigate, assist or participate in the
making or publication of any statement, which would or could adversely affect,
libel, slander or
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disparage (whether or not such disparagement legally constitutes libel or
slander) or expose to hatred, contempt or ridicule the Employee. From and after
the Effective Date, the Employee shall not discuss with any customer, supplier,
stockholder, financial analyst or other person having dealings with or business
relations with the Company any matter relating to the business, operations,
financial condition or prospects of the Company, except in accordance with
guidelines established by the Board of Directors of the Company, and shall refer
any requests for any such information by any such person to the Company's Chief
Financial Officer or General Counsel, or to such person as either of them may
direct.
B. Notwithstanding the forgoing, nothing in this Section 6 shall prevent
any person from (i) responding publicly to incorrect, disparaging or derogatory
public statements to the extent reasonably necessary to correct or refute such
public statement or (ii) making any truthful statement to the extent (x)
necessary in connection with any litigation, arbitration or mediation involving
this Agreement, including, but not limited to, the enforcement of this Agreement
or (y) required by law or by any court, arbitrator, mediator or administrative
or legislative body with apparent jurisdiction or authority to order or require
such person to disclose or make accessible such information.
C. The Employee shall continue to make himself available at reasonable
times to advise the Company Group, at the reasonable request of the Chief
Executive Officer or General Counsel of the Company, about disputes with third
parties as to which the Employee has knowledge, and the Employee agrees to
cooperate fully with the Company Group in connection with litigation,
arbitration and similar proceedings (collectively "Dispute Proceedings") and to
provide testimony with respect to the Employee's knowledge in any such Dispute
Proceedings involving any member of the Company Group. After the Termination
Date, the Company agrees to pay the Employee a stipend of $3,000 per day (or any
portion thereof) for service performed by the Employee for any member of the
Company Group pursuant to this Section 6.C. In the event that the Employee is
requested by any member of the Company Group to cooperate as required in this
Section 6.C., the Company shall reimburse the Employee for his reasonable
out-of-pocket travel, lodging expenses and reasonable attorney's fees and
expenses.
7. ACKNOWLEDGMENTS; RELEASE.
A. In consideration of the Company's execution of this Agreement, and
except with respect to the Company's obligations arising under this Agreement
(including, without limitation, the options described in Section 2.E and any
employee benefit plan described in Section 3.A), the Employee, for and on behalf
of himself and his heirs and assigns, hereby waives and releases any common law,
statutory or other complaints, claims, charges or causes of action arising out
of or relating to the Employee's employment or termination of employment with,
or his serving in any capacity in respect of, any member of the Company Group,
both known and unknown, in law or in equity, which the Employee may now have,
ever had or may have in the future against any member of the Company Group or
any shareholder, employee, director or officer of any member of the Company
Group (collectively, the "Company Releasees") based on any action, inaction or
other circumstances occurring at any time prior to and through the Effective
Date, including, without limitation, any claim which but for this Agreement
might have been due the Employee under any previous agreement executed by and
between any member of the Company Group and the Employee, and any complaint,
charge or
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cause of action arising out of his employment with the Company Group under the
National Labor Relations Act, the Civil Rights Act of 1991, the Americans With
Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, all as amended; and all other
federal, state and local laws. By signing this Agreement the Employee
acknowledges that he intends to waive and release any rights known or unknown he
may have against the Company Releasees under these and any other laws to the
extent permitted by applicable law.
B. The Employee acknowledges that he has not filed any complaint, charge,
claim or proceeding against any of the Company Releasees before any local, state
or federal agency, court or other body relating to his compensation or his
employment or the resignation thereof (each individually a "Proceeding").
C. The Employee (i) acknowledges that he will not initiate or cause to be
initiated on his behalf any Proceeding and will not participate in any
Proceeding, in each case, except as required by law; and (ii) waives any right
he may have to benefit in any manner from any relief (whether monetary or
otherwise) arising out of any Proceeding, including any Proceeding conducted by
the Equal Employment Opportunity Commission ("EEOC"); provided, however, that
the employee shall be entitled to bring any type of complaint, charge or
proceeding against the Company in order to enforce his rights under this
Agreement, including, without limitation, his rights under any options described
in Section 2.E and any employee benefit plan described in Section 3.A. Further,
the Employee understands that by entering into this Agreement, he will be
limiting the availability of certain remedies that he may have against the
Company and limiting also his ability to pursue certain claims against the
Company Releasees. Notwithstanding the above, nothing in this Section 7 shall
prevent the Employee from initiating or participating in an investigation or
proceeding conducted by the EEOC.
D. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT
CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN
ATTORNEY, SPECIFICALLY ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ OF THE FIRM MILBANK, TWEED, ▇▇▇▇▇▇ &
▇▇▇▇▇▇, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN
RIGHTS WHICH HE MAY HAVE TO ▇▇▇ OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY
RELEASEES, AS DESCRIBED IN THIS SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER
WHATSOEVER TO SIGN THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS
VOLUNTARILY.
E. Notwithstanding the foregoing, the Employee does not release, discharge
or waive any rights to indemnification that he may have under the By-Laws of the
Company or any other member of the Company Group, the laws of the State of
Delaware or any other applicable jurisdiction, or any indemnification agreement
between the Employee and any member of the Company Group, or to any insurance
coverage maintained by or on behalf of any member of the Company Group.
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F. In consideration of the Employee's execution of this Agreement, and
except with respect to the Employee's obligations arising under this Agreement,
the Company on its own behalf, on behalf of its successors and assigns and legal
representatives, on behalf of any other member of the Company Group and on
behalf of any of their successors and assigns and legal representatives
(collectively, the "Company Releasors"), hereby waives and releases any common
law, statutory or other complaints, claims, charges or causes of action arising
out of or relating to the Employee's employment or termination of employment
with, or his serving as a director of or in any other capacity in respect of,
any member of the Company Group, both known and unknown, in law or in equity,
which any of the Company Releasors may now have, ever had or may have in the
future against the Employee, all of his respective successors, assigns, legal
representatives, heirs, executors and administrators (in their capacities as
such), past and present (the "Employee Releasees"), based on any action,
inaction or other circumstances occurring at any time prior to and through the
Effective Date, except any Claims that arise under or are in connection with (x)
any knowing criminal act of the Employee involving facts or circumstances not
known to the Company or any member of its Board of Directors on the Effective
Date or (y) any liability imposed on the Employee and other individuals in their
respective capacities as a member or former member of the Board of Directors of
the Company in connection with a shareholder derivative action. The Company
warrants and represents that no member of the Company Group has directly or
indirectly transferred or assigned rights or causes of action against the
Employee Releasees. The Company agrees not to make, assert or maintain (either
directly or indirectly through any other member of the Company Group) any
charge, claim, demand or action which would be covered by this release.
G. As a condition to the exercise of any portion of the 1999 Option Grant,
the portion of the 2001 Option Grant which vests on March 29, 2004 and the
portion of the 2003 Option Grant which vests on February 5, 2004, the Employee
shall provide to the Company no later than the time that the notice of such
exercise is provided to the Company or its representative a written and signed
reaffirmation in the following format:
I hereby reaffirm, through and including the date hereof, (i) my
release of Cognizant Technology Solutions, Inc. (the "Company")
contained in Section 7.A. of the Separation Agreement and General
Release of All Claim between me and the Company, dated as of
December 19, 2003 (the "Agreement"), and (ii) my acknowledgements
contained in Sections 7.B. and 7.C. of the Agreement.
Notwithstanding the foregoing, I do not release, discharge or waive
any rights to indemnification that I may have under the By-Laws of
the Company or any other member of the Company Group, the laws of
the State of Delaware or any other applicable jurisdiction, any
indemnification agreement between me and any member of the Company
Group or any insurance coverage maintained by or on behalf of any
member of the Company Group.
Notwithstanding the above, if the Employee provides such reaffirmation on or
following the Termination Date, effective through the including the Termination
Date, then he will not be required to provide any future affirmation as a
condition to the exercise of any stock options.
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8. SURVIVAL OF PORTIONS OF THE SEVERANCE AGREEMENT.
Notwithstanding anything contained herein to the contrary, Sections
1, 2, 3, 4, 6, 7 and 10 of the Severance Agreement shall survive this Agreement
and remain in force in accordance with their terms.
9. AVAILABILITY OF RELIEF. The Employee acknowledges and agrees that the remedy
at law available to the Company for breach of any of his post-termination
obligations under this Agreement, including but not limited to his obligations
under Sections 4, 5, 6 and 8 of this Agreement, would be inadequate and that
damages flowing from such a breach may not readily be susceptible to being
measured in monetary terms. Accordingly, the Employee acknowledges, consents and
agrees that, in addition to any other rights or remedies which the Company may
have at law, in equity or under this Agreement, upon adequate proof of his
violation of any such provision of this Agreement, the Company shall be entitled
to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach, without the necessity of proof of actual damage.
10. PRESS RELEASE; PUBLIC STATEMENTS. The Parties acknowledge and agree that the
Company will issue a press release following the execution of this Agreement by
the Parties. The portion of such press release which contains any reference to
the Employee shall be in the form attached as Exhibit A hereto, or in such other
form as the Parties may agree, which agreement may not be unreasonably withheld
or delayed. The Company will give the Employee a copy of the entire press
release, and the Employee will be given a reasonable opportunity to comment on
it prior to its release; provided that the Company may accept or reject any such
comments in its sole discretion. Except as provided in Section 6.B., the Parties
agree that any subsequent statements or filings made in respect of the
Employee's employment with the Company, the termination of his employment or
this Agreement by the Employee, the Company and any other member of the Company
Group shall be consistent with such press release. The Company shall advise each
director and executive officer of the Company and each other member of the
Company Group in writing of the substance of this Section 10, shall provide a
copy of the press release to each of them and shall take reasonable measures to
cause each of them to comply with the requirements of the prior sentence.
11. MISCELLANEOUS.
A. NOTICES. Any notice given pursuant to this Agreement to any party
hereto shall be deemed to have been duly given when mailed by registered or
certified mail, return receipt requested, or by overnight courier, or when hand
delivered as follows:
If to the Company:
Cognizant Technology Solutions Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer and General Counsel
with a copy to:
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▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
If to the Employee:
Kumar Mahadeva
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
or at such other address as either party shall from time to time designate by
written notice, in the manner provided herein, to the other party hereto.
B. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the Employee and his heirs, and the Company and its successors and
assigns.
C. TAXES. Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws and regulations.
D. SEVERABILITY. In the event that any provision of this Agreement is
determined to be invalid or unenforceable, the remaining terms and conditions of
this Agreement shall be unaffected and shall remain in full force and effect. In
addition, if any provision is determined to be invalid or unenforceable due to
its duration and/or scope, the duration and/or scope of such provision, as the
case may be, shall be reduced, such reduction shall be to the smallest extent
necessary to comply with applicable law, and such provision shall be
enforceable, in its reduced form, to the fullest extent permitted by applicable
law.
E. COUNTERPARTS. This Agreement may be executed by the Parties on any
number of separate counterparts and all such counterparts shall be deemed to be
one and the same instrument. Each of the Parties confirms that any facsimile
copy of such Party's executed counterpart of this Agreement (or its signature
page thereof) shall be deemed to be an executed original thereof.
F. NON-ADMISSION. Nothing contained in this Agreement shall be deemed or
construed as an admission of wrongdoing or liability on the part of the Employee
or on the part of the Company.
G. NO MITIGATION. The Employee shall not be required to mitigate the
amount of any of the payments provided for pursuant to this Agreement by seeking
other employment and, to the
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extent that the Employee obtains or undertakes other employment, such payments
will not be reduced by the earnings of the Employee from the other employment.
H. GOVERNING LAW/DISPUTE RESOLUTION. This Agreement shall be governed by,
and coursed in accordance with the internal laws of the State of New York. Any
controversy or claim or either of the Parties hereto arising out of, or relating
to this Agreement, or breach thereof, shall be settled by arbitration in New
York City in accordance with the then current rules of the American Arbitration
Association applicable to commercial disputes. Judgment upon the award rendered
may be entered in any court having jurisdiction thereof. Notwithstanding the
preceding sentence, as stated in Section 8 hereof, Section 4 of the Severance
Agreement shall survive this Agreement, and any claim made thereunder (including
the Company's seeking an injunction), as well as any injunction or temporary,
restraining order action pursuant to the last sentence of Section 9 hereof,
shall be adjudicated in the state or Federal courts located in the Borough of
Manhattan, County of New York, State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Title: General Counsel
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
EMPLOYEE
/s/ W. A. Mahadeva
---------------------------------------------
Kumar Mahadeva
EXHIBIT A
Cognizant APPOINTS XXXX AS CEO
Founder, Chairman and CEO Kumar Mahadeva to Retire
Teaneck, NJ - December 22, 2003 - Cognizant Technology Solutions Corporation
(Nasdaq: CTSH), a leading provider of IT services, today announced that founder,
Chairman and CEO, Kumar Mahadeva, is retiring, and that xxxx has been named CEO.
Mr. Mahadeva, who is retiring as Chairman and CEO after 10 years of service to
the Company, will remain with Cognizant through April 1, 2004 to assist in
completing the transition in leadership. "Since founding Cognizant 10 years ago,
we have grown from a 50 person in-house development shop to a 9,000 person
global IT leader," said Mr. Mahadeva. "I am proud to have led Cognizant's growth
to this point, and to leave xxxx with a strong platform for future growth. Over
the last several years, we have built a world-class management team. As a member
of this team, xxxx has already played an integral role in the Company's success,
and I am confident in his ability to lead Cognizant's next phase of growth."
xxxx's appointment as CEO is effective today.