SEC Filings

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


Change in Control. In the event of a change in control of our 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 Third Amended and Restated 2006 Incentive Award 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 our change in control or other special circumstances.

Non-transferability. Awards granted under the Third Amended and Restated 2006 Incentive Award Plan are generally not transferable.

Withholding. We have 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 Third Amended and Restated 2006 Incentive Award Plan.

Termination or Amendment. On May 31, 2016, our Third Amended and Restated 2006 Incentive Award Plan expired pursuant to its terms.

Outstanding Awards. As at June 30, 2018, Restricted Share Units (“RSUs”) to purchase an aggregate of 1,179,480 ordinary shares were outstanding, out of which RSUs to purchase 525,854 ordinary shares were held by all our directors and executive officers as a group. The expiration dates of these RSUs range from July 6th, 2018 to April 26th, 2026.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.

RSU Grants Outside of our Plans

On June 1, 2016, June 14, 2016 and July 13, 2016, we issued an aggregate of 44,284 restricted share units to certain of our employees and directors pursuant to an exemption from registration under the United States federal securities laws. We did not seek shareholder approval for these issuances as they are not required under the laws of Jersey.

As at June 30, 2018, Restricted Share Units (“RSUs”) to purchase an aggregate of 5,850 ordinary shares were outstanding, out of which RSUs to purchase 0 ordinary shares were held by all our directors and executive officers as a group. The expiration dates of these RSUs range from May 31st, 2026 to June 13th, 2026.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

 

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