Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)(1) Consolidated Financial Statements. Reference is made to the Index to Consolidated Financial Statements on Page F-1.
(2) Consolidated Financial Statement Schedule. Reference is made to the Index to Financial Statement Schedule on Page F-1.
(3) Exhibits.

Schedules other than as listed above are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto.

EXHIBIT INDEX

Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished Herewith
3.1Restated Certificate of Incorporation, dated June 5, 20188-K000-244293.16/7/2018
3.2Amended and Restated Bylaws, as adopted on September 14, 20188-K000-244293.19/20/2018
4.1Specimen Certificate for shares of Class A common stockS-4/A333-1012164.21/30/2003
4.2Description of Capital Stock10-K000-244294.22/14/2020
10.1†Form of Indemnification Agreement for Directors and Officers10-Q000-2442910.18/7/2013
10.2†Form of Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement, between the Company and each of the following current or former Executive Officers: Brian Humphries, Jan Siegmund, Becky Schmitt, Robert Telesmanic, Balu Ganesh Ayyar and John Kim10-K000-2442910.32/27/2018
10.3†2022 Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement between the Company and each of the following current or former Executive Officers: Surya Gummadi, Kathryn Diaz and Jatin Dalal10-Q000-2442910.17/28/2022
10.4†UK Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, entered into between the Company and the following Executive Officer: Robert Walker10-Q000-2442910.27/28/2022
10.5†Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement, entered into between the Company and Ravi Kumar Singisetti, dated effective January 12, 20238-K000-2442910.21/12/2023
10.6†Letter Agreement, dated as of December 9, 2022, by and between the Company and Brian Humphries regarding Base Pay Denomination Adjustment10-K000-2442910.62/15/2023
10.7†Letter Agreement, dated as of January 9, 2023, by and among Cognizant Worldwide Limited, the Company and Brian Humphries amendment Employment Agreement8-K000-2442910.31/12/2023
Cognizant45December 31, 2023 Form 10-K
Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished Herewith
10.8†Offer Letter, by and between the Company and Brian Humphries, acknowledged and agreed November 30, 201810-K000-2442910.42/19/2019
10.9†Offer Letter, by and between the Company and Jan Siegmund, acknowledged and agreed July 8, 20208-K000-2442910.17/29/2020
10.10†Offer Letter, by and between the Company and Becky Schmitt, acknowledged and agreed November 26, 201910-K000-2442910.62/12/2021
10.11†Offer Letter, by and between the Company and Ravi Kumar Singisetti, acknowledged and agreed January 9, 20238-K000-2442910.11/12/2023
10.12†Offer Letter, by and between the Company and Jatin Dalal, acknowledged and agreed September 25, 20238-K000-2442910.19/28/2023
10.13†Non-Employee Director Compensation Guidelines (effective as of June 6, 2023)10-Q000-2442910.98/3/2023
10.14†2004 Employee Stock Purchase Plan (as amended and restated effective as of January 1, 2022)10-K000-2442910.72/16/2022
10.15†Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan, effective March 9, 201510-Q000-2442910.15/4/2015
10.16†Form of Restricted Stock Unit Award Agreement Non-Employee Director Deferred Issuance8-K000-2442910.77/6/2009
10.17†Form of Cognizant Technology Solutions Corporation Notice of Award of Restricted Stock Units Non-Employee Director Deferred Issuance8-K000-2442910.87/6/2009
10.18†Cognizant Technology Solutions Corporation 2017 Incentive Award Plan8-K000-2442910.16/7/2017
10.19†Form of Restricted Stock Unit Award Grant Notice10-Q000-2442910.28/3/2017
10.20†Form of Performance-Based Restricted Stock Unit Award Grant Notice10-Q000-2442910.38/3/2017
10.21†Form of Restricted Stock Unit Award Grant Notice10-Q000-2442910.48/3/2017
10.22†Form of Stock Option Grant Notice and Stock Option Agreement10-Q000-2442910.58/3/2017
10.23†Form of Restricted Stock Unit Award Grant Notice (March 5, 2020 form)10-Q000-2442910.15/8/2020
10.24†Form of Performance-Based Restricted Stock Unit Award Grant Notice (March 5, 2020 form)10-Q000-2442910.25/8/2020
10.25†Cognizant Technology Solutions Corporation 2023 Incentive Award PlanS-8333-2724499.16/6/2023
10.26†Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Employees, including Executive Officers10-Q000-2442910.38/3/2023
10.27†Form of Cognizant Technology Solutions Corporation Performance-Based Restricted Stock Unit Award Grant Notice10-Q000-2442910.48/3/2023
Cognizant46December 31, 2023 Form 10-K
Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished Herewith
10.28†Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Non-Employee Director (Non-Deferred)10-Q000-2442910.58/3/2023
10.29†Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice Non-Employee Director (Deferred Settlement)10-Q000-2442910.68/3/2023
10.30†Form of Cognizant Technology Solutions Corporation Deferred Stock Unit Award Grant Notice Non-Employee Director (for Deferred Equity in lieu of Cash Retainer)10-Q000-2442910.78/3/2023
10.31†Letter Agreement with each of Steven Rohleder and Sandra Wijnberg regarding grant of dividend equivalents on previously issued Deferred Stock Units10-Q000-2442910.88/3/2023
10.32†Retirement, Death and Disability Policy10-Q000-2442910.17/30/2020
10.33†Cognizant Technology Solutions Corporation Senior Executive Cash Severance Policy8-K000-2442910.13/6/2023
10.34Credit Agreement, dated as of October 6, 2022, among Cognizant Technology Solutions Corporation, Cognizant Worldwide Limited, certain financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-K000-2442910.110/7/2022
21.1List of subsidiaries of the CompanyFiled
23.1Consent of PricewaterhouseCoopers LLPFiled
31.1Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)Filed
31.2Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)Filed
32.1Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)Furnished
32.2Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)Furnished
97.1Cognizant Technology Solutions Corporation Rule 10D-1 Compensation Recoupment (Clawback) Policy adopted September 6, 2023Filed
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled
Cognizant47December 31, 2023 Form 10-K
Incorporated by Reference
NumberExhibit DescriptionFormFile No.ExhibitDateFiled or Furnished Herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)Filed
†A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.

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