SEC Filings

WNS (HOLDINGS) LTD filed this Form 6-K on 08/23/2018
Entire Document

Adjustments. In the event of certain changes in the Company’s capitalization, the plan administrator has broad discretion to adjust awards, including without limitation, (i) the aggregate number and type of shares that may be issued under the Plan, (ii) the terms and conditions of any outstanding awards, and (iii) the grant or exercise price per share for any outstanding awards under such plan to account for such changes. The plan administrator also has the authority to cash out, terminate or provide for the assumption or substitution of outstanding awards in the event of a corporate transaction.

Change in Control. In the event of a change in control of the Company in which outstanding awards are not assumed by the successor, such awards will generally become fully exercisable and all forfeiture restrictions on such awards will lapse. Upon, or in anticipation of, a change in control, the plan administrator may cause any awards outstanding to terminate at a specific time in the future and give each participant the right to exercise such awards during such period of time as the plan administrator, in its sole discretion, determines.

Vesting of Full Value Awards. Full value awards (generally, any award other than an option or share appreciation right) will vest over a period of at least three years (or, in the case of vesting based upon attainment of certain performance goals, over a period of at least one year). However, full value awards that result in the issuance of an aggregate of up to 5% to the total issuable shares under the Plan may be granted without any minimum vesting periods. In addition, full value awards may vest on an accelerated basis in the event of a participant’s death, disability, or retirement, or in the event of the Company’s change in control or other special circumstances.

Non-transferability. Awards granted under the Plan are generally not transferable.

Withholding. The Company has the right to withhold, deduct or require a participant to remit to us an amount sufficient to satisfy federal, state, local or foreign taxes (including the participant’s employment tax obligations) required by law to be withheld with respect to any tax concerning the participant as a result of the Plan.

Termination or Amendment. The Plan will continue in effect until the date as of which it is terminated by the Board of Directors of the Company. With the approval of the Board of Directors of the Company, at any time and from time to time, the plan administrator may terminate, amend or modify the Plan. However, shareholder approval will be required for any amendment (i) to the extent required by applicable law, regulation or stock exchange rule, (ii) to increase the number of shares or ADSs available under Plan, (iii) to permit the grant of options or share appreciation rights with an exercise price below fair market value on the date of grant, (iv) to extend the exercise period for an option or share appreciation right beyond ten years from the date of grant, or (v) that results in a material increase in benefits or a change in eligibility requirements. Any amendment or termination must not materially adversely affect any participant without such participant’s consent

Outstanding Awards.

As at June 30, 2018, Restricted Share Units (“RSUs”) to purchase an aggregate of 2,088,571 ordinary shares/ADSs were outstanding, out of which RSUs to purchase 867,094 ordinary shares were held by all our directors and executive officers as a group. The expiration dates of these options range from November 30th, 2026 to May 31st, 2028. The weighted average grant date fair value of RSUs granted during fiscal 2018, 2017 and 2016 were $30.85, $30.26 and $25.16 per ADS, respectively. There is no purchase price for the RSUs.