COGNIZANT TECHNOLOGY SOLUTIONS CORP
EX 10.12, COGNIZANT TECHNOLOGY SOLUTIONS CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>form10k_ex1012.txt
<DESCRIPTION>EX 10.12, COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                        STOCK OPTION AGREEMENT UNDER THE
                  COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                        1999 INCENTIVE COMPENSATION PLAN


            THIS  STOCK  OPTION  AGREEMENT  (the  "Agreement")  is  made  as  of
            ("Grant Date"),  between Cognizant Technology Solutions Corporation,
a Delaware  corporation  (the  "Company")  and                              (the
"Employee")  pursuant to the terms and  conditions of the  Cognizant  Technology
Solutions 1999 Incentive  Compensation Plan (the "Plan").  Capitalized terms not
defined in this Agreement shall have the meanings set forth in the Plan.

            THE PARTIES AGREE AS FOLLOWS:

            1. AWARD OF OPTIONS. Pursuant to the Plan, the Company hereby awards
to Employee options (the "Options") to acquire                 shares of Company
common  stock (the  "Stock")  at the  exercise  price of $        per share (the
"Exercise  Price"),  subject  to the  terms  and  conditions  set  forth in this
Agreement  and the Plan. A copy of the Plan has been  delivered to Employee.  By
signing  below,  Employee  agrees to be bound by all the provisions of the Plan.
The Option granted hereunder is a non-qualified stock option.

            2.  VESTING  SCHEDULE.  Subject to Sections 7 and 13 of the Plan and
Section 6 of this  Agreement,  the Options shall vest and become  exercisable at
the rate of 20%, 20%, 30% and 30% on each of the first four anniversaries of the
Grant Date, respectively.

            3. EXPIRATION  DATE.  Unless  terminated  earlier in accordance with
this  Agreement  or the  provisions  of the Plan,  the  Options  subject to this
Agreement shall expire ten years after the Grant Date (the "Expiration Date").

            4. MANNER OF EXERCISE AND PAYMENT.  You may exercise the Options, in
whole or in part,  to purchase a whole number of vested  shares at any time,  by
following the exercise procedures set up by the Company. All exercises must take
place before the Options  expire,  or such earlier date as is set out in Article
6,  following  your  death,  Disability,  Retirement  or your  ceasing  to be an
employee. The number of shares you may purchase as of any date cannot exceed the
total number of shares vested by that date,  less any shares you have previously
acquired by exercising the Options.

            5.  TRANSFERABILITY.  The Options shall be exercisable and elections
with respect to the Options may be made only by Employee or Employee's  guardian
or legal  representative,  provided  that the Options shall be  transferable  in
accordance  with Section 17.2 of the Plan.  Any person,  trust,  partnership  or
other entity to which the Options are  transferred  shall be subject to the same
restrictions which apply to Employee under this Agreement and the Plan.

            6. TERMINATION OF EMPLOYMENT.

                  (a) Except to the extent provided in any employment  agreement
      or severance agreement between Employee and the Company, the provisions of
      this Section 6 shall apply to the Options upon a termination of Employee's
      employment with the Company and all its subsidiaries  ("Termination")  for
      any reason.


<PAGE>


                  (b) In the event of a  Termination  of Employee by the Company
      for Cause,  all unvested  Options  shall be canceled and Options which are
      vested and  exercisable  may be  exercised in whole or in part at any time
      prior to the earlier of the Expiration Date and the date 90 days after the
      Termination date.

                  (c) In the event of Employee's  Termination by reason of death
      or Disability,  all Options shall become  immediately  vested and shall be
      exercisable  in whole or in part at any time  prior to the  earlier of the
      Expiration Date and the date one year after the Termination date.

                  (d) In the  event  of  Employee's  Termination  by  reason  of
      Retirement,  all  Options  shall  become  immediately  vested and shall be
      exercisable  in whole or in part at any time  prior to the  earlier of the
      Expiration Date and the date three years after the Termination date.

                  (e) In the  event of  Employee's  Termination  for any  reason
      other than as provided in Section 6(b),  6(c), or 6(d),  Options which are
      unvested  shall be canceled and Options  which are vested and  exercisable
      may be  exercised  in whole or in part at any time prior to the earlier of
      the Expiration Date and the date 12 months after the Termination date.

      For  purposes  of  this  Agreement,   Retirement   shall  mean  Employee's
      Termination after reaching the 55 years of age.

            7. WITHHOLDING TAX.  Employee may be subject to withholding taxes as
a result of the  exercise  or  settlement  of any  Options  or other  payment in
respect of any Options.

            8. GOVERNING  LAW. This  Agreement  shall be governed by the laws of
the State of Delaware, without regard to conflict of law principles.



            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the day and year first above written.

                                    COGNIZANT TECHNOLOGY
                                    SOLUTIONS CORPORATION


                                    By: ____________________________


            Employee  hereby accepts and agrees to be bound by all the terms and
conditions of this Agreement and the Plan.


                                    -------------------------------


Enclosures:  Plan


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</DOCUMENT>
