COGNIZANT TECHNOLOGY SOLUTIONS CORP
EX 10.14, COGNIZANT TECHNOLOGY SOLUTIONS CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex1014_form10k.txt
<DESCRIPTION>EX 10.14, COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                                                               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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                                                                               2


      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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                                                                               3


      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,  Hadley & McCloy  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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                                                                               4


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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                                                                               5


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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                                                                               6


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 FREDERICK C. KNEIP OF THE FIRM MILBANK,  TWEED, HADLEY &
McCLOY,  AND FULLY  UNDERSTANDS  THAT BY  SIGNING  BELOW HE IS GIVING UP CERTAIN
RIGHTS  WHICH HE MAY HAVE TO SUE 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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                                                                               7


      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.


<PAGE>

                                                                               8


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
                        500 Glenpointe Centre West
                        Teaneck, New Jersey 07666
                        Attention: Chief Executive Officer and General Counsel

                        with a copy to:


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                                                                               9


                        Paul, Weiss, Rifkind, Wharton & Garrison LLP
                        1285 Avenue of the Americas
                        New York, New York 10019-6064
                        Attention: Leslie G. Fagen, Esq.

                        If to the Employee:

                        Kumar Mahadeva
                        1409 Tower Drive
                        Edgewater, New Jersey 07020

                        with a copy to:

                        Milbank, Tweed, Hadley & McCloy LLP
                        1 Chase Manhattan Plaza
                        New York, New York 10005-1413
                        Attention: Frederick C. Kneip, 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


<PAGE>

                                                                              10


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/ Steven Schwartz
                            -----------------------------------------
                              Title: General Counsel
                              Name:  Steven Schwartz

                        EMPLOYEE

                        /s/ W. A. Mahadeva
                        ---------------------------------------------
                        Kumar Mahadeva


<PAGE>


                                    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.



</TEXT>
</DOCUMENT>
