EPAM SYSTEMS, INC. (NYSE:EPAM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Officers; Compensatory Arrangements of Certain Officers

On March 29, 2017, EPAM Systems, Inc. (EPAM or the Company)
announced that Jason Peterson will join the Company, effective on
or about April 5, 2017. As part of an orderly transition, Mr.
Peterson will succeed Anthony Conte as the Companys Chief
Financial Officer immediately after the filing of the Companys
Quarterly Report on Form 10-Q for the period ending March 31,
2017. In the interim period beginning April 5, 2017 until he
assumes the Chief Financial Officer role, Mr. Peterson will serve
as Senior Director – Finance. Mr. Peterson will also succeed Mr.
Conte as the Companys principal financial officer for Securities
and Exchange Commission reporting purposes. Mr. Conte, who
previously announced his intention to resign from the Company,
will remain in an advisory role until on or about August 10,
2017, and will work closely with Mr. Peterson to ensure a
seamless transition.

Mr. Peterson, 54, will join EPAM with 25 years of finance
experience. For the last nine years he was employed by Cognizant
Technology Solutions. In his most recent role, he was Vice
President of Finance, MA and Due Diligence, which he held while
leading a large-scale corporate business process transformation
program. Prior to that, he was CFO of the Emerging Business
Accelerator and led the Corporate Financial Planning and Analysis
Function. Mr. Peterson holds an MBA from Columbia Business School
and a Bachelors Degree in economics from Claremont McKenna
College.

In connection Mr. Petersons employment, on March 16, 2017, the
Company entered into an offer letter agreement with him (the
Offer Letter). Under the Offer Letter, Mr. Peterson will be paid
an annual base salary of $350,000 and will have an annual target
bonus of $200,000. Mr. Peterson will receive an initial equity
grant of evenly split restricted stock units (RSUs) and options
to purchase shares of the Companys common stock (Stock Options)
equal to $1,3000,000 of value, of which $600,000 of value will be
a sign on equity grant and $700,000 of value will be Mr.
Petersons annual grant for 2017. Starting in 2018, Mr. Peterson
will have an annual opportunity to receive an equity grant, under
the terms of the EPAM Systems, Inc. 2015 Long Term Incentive
Plan, with a target value of equity awards equal to $700,000.
Provided that he executes a standard release of claims and one
year non-compete agreement, in the event of a termination of his
employment without Cause or for Good Reason (each, as defined in
the Form of RSU Award Agreement currently filed with the SEC),
Mr. Peterson will receive severance equal to 12 months base
salary and accelerated vesting of 50% of his then outstanding
equity. Mr. Peterson will be eligible to participate in other
compensation plans or arrangements available to EPAMs U.S.-based
employees. The foregoing description of the Offer Letter is
qualified in its entirety by reference to the full text of the
Offer Letter, a copy of which is filed herewith as Exhibit 10.1
and incorporated by reference.

There is no family relationship between Mr. Peterson and any of
our other executive officers and directors. There are no related
person transactions (within the meaning of 404(a) of Regulation
S-K) between Mr. Peterson and EPAM or any of its subsidiaries.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Offer Letter by and between Jason Peterson and EPAM Systems,
Inc. dated March 16, 2017

99.1 Press release of EPAM Systems, Inc. dated March 29, 2017