SEC Filings

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


2016 Incentive Award Plan

We adopted 2016 Incentive Award Plan on September 27, 2016. The purpose of the 2016 Incentive Award Plan is to promote the success and enhance the value of our company by linking the personal interests of the directors, employees, and consultants of our company and our subsidiaries to those of our shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to our shareholders. The 2016 Incentive Award Plan is further intended to provide us with flexibility in our ability to motivate, attract, and retain the services of these individuals, upon whose judgment, interest, and special effort the successful conduct of our company’s operation is largely dependent.

The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the directors, employees, and consultants of the Company and its subsidiaries to those of its shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to its shareholders. The Plan is further intended to provide the Company with flexibility in its ability to motivate, attract, and retain the services of these individuals, upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

Shares Available for Awards

Subject to certain adjustments set forth in the Plan, the maximum number of shares and ADSs, in the aggregate, which may be issued or transferred pursuant to awards under the Plan is equal to the sum of (x) 2,500,000 shares, and (y) any shares or ADSs which immediately prior to the expiration of the Amended and Restated 2006 Incentive Award Plan (the “2006 Plan”) were available for issuance or transfer as new awards under the 2006 Plan, and (z) any shares or ADSs subject to awards under the 2006 Plan which terminate, expire, forfeit, lapse for any reason or are settled in cash on or after the effective date of the Plan.

Immediately prior to the expiration of the 2006 Plan, 1,112,825 shares were available for issuance or transfer as new awards thereunder. To the extent that an award terminates, expires, or lapses for any reason, or is settled in cash, any shares or ADSs subject to the award shall again be available for the grant of an award pursuant to the Plan. Any shares or ADSs tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award shall not subsequently be available for grant of an award pursuant to the Plan.

The Company is seeking Shareholders’ approval to amend and restate the Plan to increase the number of shares available for grant under the foregoing clause (x) under the Plan by 1,400,000 shares or ADSs.

The maximum number of shares which may be subject to awards granted to any one participant during any calendar year is 500,000 shares and the maximum amount that may be paid to a participant in cash during any calendar year with respect to cash-based awards is $10,000,000. To the extent that an award terminates or is settled in cash, any shares subject to the award will again be available for the grant. Any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation with respect to any award will not be available for subsequent grant. Except as described below with respect to independent directors, no determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the Plan.

 

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