COGNIZANT TECHNOLOGY SOLUTIONS CORP
For the period ended Jun 2, 2026. Filed Apr 17, 2026.
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Jun 2, 2026 · Filed Apr 17, 2026
Contents
Overview of potential payments
Employment agreements
We have entered into employment agreements with our NEOs that provide certain benefits if such employees are terminated without Cause or leave for Good Reason (each, a “Qualifying Termination” — see “What is a ‘Qualifying Termination’?” below for more details). Such benefits are adjusted in the event the Qualifying Termination occurs within the 12 months following a change in control. The employment agreements also provide for certain benefits in the event of the NEO’s death. The table below summarizes the benefits under the employment agreements, as applicable to each of our NEOs set forth below.
| Unvested PSUs / Performance-Based Awards | ||||||
| Termination Event | Covered NEOs | Salary and ACI | Benefits | Unvested RSUs/ Time-Based Awards | Performance Measurement Period Ended; Performance Objectives Satisfied | Performance Measurement Period Not Ended |
|---|---|---|---|---|---|---|
| Qualifying Termination – no Change in Control | Kumar, Dalal, Gummadi, Kim and Ayyar | 1x…base salary, payable over 12 months …ACI (100% of target), payable in a lump sum | 18 months of reimbursement for COBRA premiums, as applicable | Acceleration of awards that would otherwise vest in the next 12 months | Acceleration of awards that would otherwise vest in the next 12 months | Forfeited |
| Qualifying Termination – within 12 months of Change in Control | Kumar, Dalal, Gummadi, Kim and Ayyar | 2x…base salary, payable over 24 months …ACI (100% of target), payable in a lump sum | 18 months of reimbursement for COBRA premiums, as applicable | Acceleration of entire award | Acceleration of entire award | Vesting of pro-rata amount (based on portion of performance period elapsed and performance results as of change in control date)(1) |
| Death | Kumar, Dalal, Gummadi, Kim and Ayyar | Prorated ACI (100% of target), payable in a lump sum | None | Acceleration of entire award | Acceleration of entire award | Vesting of pro-rata amount (based on portion of performance period elapsed and performance results prior to death) |
| (1) | In 2026, the employment agreements were amended to provide for acceleration of the full award (with payout based on the greater of (a) the applicable target performance level or (b) the actual performance results as of the employee’s termination date). |
What is a “qualifying termination”?
TERMINATION WITHOUT “CAUSE’
“Cause” is defined as:
| • | Willful malfeasance or willful misconduct in connection with employment; |
|---|---|
| • | Continuing failure to perform duties requested; |
| • | Failure to observe material policies of the Company; |
| • | Commission of any felony or any misdemeanor involving moral turpitude; |
| • | Engaging in any fraudulent act or embezzlement; or |
| • | Any material breach of an employment agreement. |
LEAVING FOR “GOOD REASON”
“Good Reason” is defined as:
| • | A material diminution of authority, duties or responsibilities; |
|---|---|
| • | A material diminution in overall compensation package that is not broadly applied to other executives; |
| • | The Company’s failure to obtain from its successor the express assumption of an employment agreement; or |
| • | The Company’s change, without the executive officer’s consent, in the principal place of his or her work to a location more than 50 miles from the primary work location, but only if the change is after a change in control. |
78 Cognizant 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.