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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Description of
the Plan (as Amended and Restated)
Types of Awards. The Plan provides for the
grant of options (including incentive stock options and
nonqualified stock options), SARs, restricted stock, restricted
stock units (RSUs) and other stock- and cash-based awards.
Eligibility. Non-employee directors, selected
officers and other employees, advisors and consultants of us and
our affiliates are selected by our Board or the committee
established by the Board to administer the Plan (references
herein to “Committee” mean such committee established
by the Board or if no such committee is established such
references shall be references to the Board) for participation
in the Plan. Currently, there are six non-employee directors,
approximately 400 officers and other employees and no advisors
or consultants who are eligible to receive any of the foregoing
equity-based or cash-based awards.
Administration. The Plan is administered by
the Committee which satisfies the provisions of
Rule 16b-3
of the Securities Exchange Act of 1934, as amended (Exchange
Act), Code Section 162(m) and applicable stock exchange
rules. Currently, the Compensation Committee of the Board serves
as the Committee under the Plan.
The Committee has the authority, among other things, to
determine who will be granted awards and all of the terms and
conditions of the awards. The Committee is also authorized to
determine performance goals (if applicable), to determine to
what extent an award may be settled, cancelled, forfeited,
exchanged or surrendered, to interpret the Plan and any awards
granted thereunder and to make all other determinations
necessary or advisable for the administration of the Plan. Where
the vesting or payment of an award under the Plan is subject to
the attainment of performance goals, the Committee is
responsible for certifying that the performance goals have been
attained. Except in connection with a corporate transaction
involving us, the Committee does not have the authority under
the Plan to amend the terms of outstanding awards to reduce the
exercise price of outstanding options or SARs or replace or
cancel outstanding options or SARs in exchange for cash, other
awards or options or SARs with an exercise price that is less
than the exercise price of the original options or SARs without
the approval of our shareholders.
Stock Subject to the Plan. The maximum number
of shares of common stock reserved for the grants of awards
under the Plan, including all shares to be issued pursuant to
our Non-Employee Directors Deferred Compensation Plan, Savings
Restoration Plan and Officer Deferred Compensation Plan, is
currently 43.5 million shares which will be reduced to
36.7 million shares if our shareholders approve the Plan,
as amended and restated.
The Plan places limits on the maximum amount of awards, and
types thereof, that may be granted to any participant in any
calendar year. Under the Plan, no more than:
None of the individual participant share limits have been
increased as a result of the amendment and restatement of the
Plan. All share limits in the Plan, including the maximum number
of shares reserved under the Plan are subject to adjustments as
provided in the Plan and as described below.
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If any shares subject to an award granted under the Plan are
forfeited, cancelled, exchanged or surrendered or if an award
terminates or expires without a distribution of shares to the
participant, or if shares of stock are surrendered or withheld
as payment of either the exercise price of an award
and/or
withholding taxes in respect of an award, the number of shares
of common stock underlying such award will again be available
for awards under the Plan.
In the event that the Committee determines that any corporate
event, such as a stock split, reorganization, merger,
consolidation, repurchase or share exchange affects our common
stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Plan participants, then
the Committee will make certain equitable adjustments to the
number and kind of shares or other property available for
awards, the exercise price, grant price or purchase price
relating to any award, the terms of outstanding awards, the
annual award limitations and the performance goals.
Terms of Awards and Performance Goals. Except
as set forth otherwise in the Plan or as may be determined by
the Committee, each award granted under the Plan will be
evidenced by an award agreement containing such terms and
conditions as determined by the Committee in a manner consistent
with the purposes of the Plan, including whether the vesting or
payment of an award will be subject to the attainment of
performance goals.
The performance goals that may be applicable to awards granted
under the Plan will be based upon one or more of the following
criteria, applied to one or more of us or our affiliates or one
of our divisions or strategic business units and determined in
accordance with generally accepted accounting principles where
applicable:
Table of Contents
To the extent permitted by law, the Committee may equitably
adjust the performance goals based on certain events specified
in the Plan, including for example, unusual or non-recurring
events.
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