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This excerpt taken from the UEPS DEF 14A filed Oct 28, 2009. Administration
The Board or a designated subcommittee of the Board administers
the Stock Incentive Plan. A designated subcommittee must, unless
the Board determines otherwise, consist solely of (i) at
least two individuals who qualify as “non-employee
directors” within the meaning of
Rule 16b-3
under the Exchange Act, during any period that the Company are
subject to Section 16 of the Exchange Act; and
(ii) “outside directors” within the meaning of
Section 162(m) of the Code, during any period that the
Company is subject to Section 162(m) of the Code. The Board
has designated the Remuneration Committee as the subcommittee
responsible for administering the Stock Incentive Plan (the
“Committee”).
The Committee determines who receives awards under the Stock
Incentive Plan, as well as the form of the awards, the number of
shares underlying the awards, and the terms and conditions of
the awards consistent with the terms of the plan. Awards may, in
the discretion of the Committee, be made in assumption of, or in
substitution for, outstanding awards previously granted by us or
our affiliates or a company acquired by us or with which we
combine. However, the amended and restated Stock Incentive Plan
clarifies that, consistent with applicable Nasdaq marketplace
rules, no repricing of outstanding awards may be undertaken
without obtaining prior shareholder approval.
The Committee is authorized to interpret the Stock Incentive
Plan, to establish, amend and rescind any rules and regulations
relating to the plan, and to make any other determinations that
it deems necessary or desirable for the administration of the
plan. The Committee also may correct any defect, supply any
omission or reconcile any inconsistency in the Stock Incentive
Plan in the manner and to the extent that the Committee deems it
necessary or desirable.
The Stock Incentive Plan authorizes the Committee to require
payment of any amount determined to be necessary to withhold for
federal, state, local or other taxes resulting from the
exercise, grant or vesting of an award. The amended and restated
Stock Incentive Plan clarifies, however, that any payment of
withholding taxes by delivery of shares or having shares
withheld by the Company may not exceed the amount necessary to
satisfy the statutory minimum withholding amount due.
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