|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 3/28/17 Verint Systems Inc 10-K 1/31/17 151:18M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.55M
2: EX-10.12 Material Contract HTML 121K
4: EX-21.1 Subsidiaries List HTML 65K
5: EX-23.1 Consent of Experts or Counsel HTML 50K
3: EX-12.1 Statement re: Computation of Ratios HTML 71K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 55K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 55K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 51K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 51K
16: R1 Document and Entity Information HTML 76K
17: R2 Consolidated Balance Sheets HTML 154K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 71K
19: R4 Consolidated Statements of Operations HTML 129K
20: R5 Consolidated Statements of Comprehensive Loss HTML 81K
21: R6 Consolidated Statements of Stockholders' Equity HTML 127K
22: R7 Consolidated Statements of Cash Flows HTML 169K
23: R8 Summary of Significant Accounting Policies HTML 164K
24: R9 Net (Loss) Income Per Common Share Attributable to HTML 97K
Verint Systems Inc.
25: R10 Cash, Cash Equivalents and Short-Term Investments HTML 118K
Cash, Cash Equivalents and Short-Term Investments
26: R11 Business Combinations HTML 210K
27: R12 Intangible Assets and Goodwill HTML 180K
28: R13 Long-Term Debt HTML 138K
29: R14 Supplemental Consolidated Financial Statement HTML 159K
Information
30: R15 Stockholders' Equity HTML 132K
31: R16 Research and Development, Net HTML 73K
32: R17 Income Taxes HTML 233K
33: R18 Fair Value Measurements HTML 146K
34: R19 Derivative Financial Instruments HTML 124K
35: R20 Stock-Based Compensation and Other Benefit Plans HTML 227K
36: R21 Related Party Transactions HTML 54K
37: R22 Commitments and Contingencies HTML 99K
38: R23 Segment, Geographic, and Significant Customer HTML 154K
Information
39: R24 Selected Quarterly Financial Information HTML 124K
(Unaudited) Selected Quarterly Financial
Information (Unaudited)
40: R25 Summary of Significant Accounting Policies HTML 239K
(Policies)
41: R26 Summary of Significant Accounting Policies Summary HTML 67K
of Significant Accounting Policies (Tables)
42: R27 Net (Loss) Income Per Common Share Attributable to HTML 95K
Verint Systems Inc. (Tables)
43: R28 Cash, Cash Equivalents and Short-Term Investments HTML 112K
Cash, Cash Equivalents and Short-Term Investments
(Tables)
44: R29 Business Combinations (Tables) HTML 162K
45: R30 Intangible Assets and Goodwill (Tables) HTML 176K
46: R31 Long-Term Debt (Tables) HTML 116K
47: R32 Supplemental Consolidated Financial Statement HTML 169K
Information (Tables)
48: R33 Stockholders' Equity (Tables) HTML 120K
49: R34 Research and Development, Net Research and HTML 67K
Development, Net (Tables)
50: R35 Income Taxes Income Taxes (Tables) HTML 226K
51: R36 Fair Value Measurements (Tables) HTML 137K
52: R37 Derivative Financial Instruments (Tables) HTML 112K
53: R38 Stock-Based Compensation and Other Benefit Plans HTML 208K
(Tables)
54: R39 Commitments and Contingencies Commitments and HTML 78K
Contingencies (Tables)
55: R40 Segment, Geographic, and Significant Customer HTML 144K
Information (Tables)
56: R41 Selected Quarterly Financial Information HTML 120K
(Unaudited) Selected Quarterly Financial
Information (Unaudited) (Tables)
57: R42 Summary of Significant Accounting Policies Summary HTML 50K
of Significant Accounting Policies - Recasting of
Prior Periods Segment Information (Details)
58: R43 Summary of Significant Accounting Policies - HTML 55K
Consolidation (Details)
59: R44 Summary of Significant Accounting Policies Summary HTML 50K
of Significant Accounting Policies - Investments
(Details)
60: R45 Summary of Significant Accounting Policies Summary HTML 51K
of Significant Accounting Policies - Unbilled
Accounts Receivable (Details)
61: R46 Summary of Significant Accounting Policies Summary HTML 56K
of Significant Accounting Policies -
Concentrations of Credit Risk (Details)
62: R47 Summary of Significant Accounting Policies Summary HTML 59K
of Significant Accounting Policies - Allowance for
Doubtful Accounts (Details)
63: R48 Summary of Significant Accounting Policies Summary HTML 66K
of Significant Accounting Policies - Useful Lives;
Impairments (Details)
64: R49 Summary of Significant Accounting Policies Summary HTML 50K
of Significant Accounting Policies - Segment
Reporting (Details)
65: R50 Summary of Significant Accounting Policies Summary HTML 58K
of Significant Accounting Policies - Revenue
Recognition (Details)
66: R51 Summary of Significant Accounting Policies Summary HTML 57K
of Significant Accounting Policies - Cost of
Revenue; Capitalized Software Development
(Details)
67: R52 Summary of Significant Accounting Policies Summary HTML 52K
of Significant Accounting Policies - Foreign
Currency Gains and Losses (Details)
68: R53 Summary of Significant Accounting Policies Summary HTML 52K
of Significant Accounting Policies - Net Income
(Loss) Per Share (Details)
69: R54 Summary of Significant Accounting Policies Summary HTML 50K
of Significant Accounting Policies - Other
(Details)
70: R55 Net (Loss) Income Per Common Share Attributable to HTML 91K
Verint Systems Inc. Net (Loss) Income Per Common
Share Attributable to Verint Systems Inc. -
Calculation (Details)
71: R56 Net (Loss) Income Per Common Share Attributable to HTML 60K
Verint Systems Inc. Net (Loss) Income Per Common
Share Attributable to Verint Systems Inc. -
Antidilutive Securities (Details)
72: R57 Net (Loss) Income Per Common Share Attributable to HTML 55K
Verint Systems Inc. Net (Loss) Income Per Common
Share Attributable to Verint Systems Inc. - Other
Details (Details)
73: R58 Cash, Cash Equivalents and Short-Term Investments HTML 89K
Cash, Cash Equivalents and Short-Term Investments
(Details)
74: R59 Business Combinations Business Combinations - Year HTML 80K
Ended January 31, 2017 - Contact Solutions
(Details)
75: R60 Business Combinations Business Combinations - Year HTML 76K
Ended January 31, 2017 - Opinionlab (Details)
76: R61 Business Combinations Business Combinations - Year HTML 112K
Ended January 31, 2017 - Purchase Price
Allocations (Details)
77: R62 Business Combinations Business Combinations - Year HTML 71K
Ended January 31, 2017 - Intangible Assets Useful
Lives (Details)
78: R63 Business Combinations Business Combinations - Year HTML 75K
Ended January 31, 2016 - Summary (Details)
79: R64 Business Combinations Business Combinations - Year HTML 92K
Ended January 31, 2016 - Purchase Price
Allocations (Details)
80: R65 Business Combinations Business Combinations - Year HTML 67K
Ended January 31, 2016 - Intangible Asset Useful
Lives (Details)
81: R66 Business Combinations Business Combinations - Year HTML 78K
Ended January 31, 2015 - Kana Software, Inc.
(Details)
82: R67 Business Combinations Business Combinations - Year HTML 65K
Ended January 31, 2015 - Utx Technologies Limited
(Details)
83: R68 Business Combinations Business Combinations - Year HTML 112K
Ended January 31, 2015 - Purchase Price
Allocations (Details)
84: R69 Business Combinations Business Combinations - Year HTML 75K
Ended January 31, 2015 - Intangible Asset Lives
(Details)
85: R70 Business Combinations Business Combinations - Year HTML 60K
Ended January 31, 2015 - Pro Forma Information
(Details)
86: R71 Business Combinations Business Combinations - HTML 66K
Other Business Combination Information (Details)
87: R72 Intangible Assets and Goodwill - Intangible Assets HTML 79K
(Details)
88: R73 Intangible Assets and Goodwill Intangible Assets HTML 55K
and Goodwill - Intangible Assets by Reportable
Segment (Details)
89: R74 Intangible Assets and Goodwill Intangible Assets HTML 57K
and Goodwill - Amortization and Impairment
(Details)
90: R75 Intangible Assets and Goodwill Intangible Assets HTML 65K
and Goodwill - Future Amortization of Intangible
Assets (Details)
91: R76 Intangible Assets and Goodwill Intangible Assets HTML 63K
and Goodwill - Goodwill Reallocation (Details)
92: R77 Intangible Assets and Goodwill - Goodwill HTML 74K
(Details)
93: R78 Long-Term Debt - Summary (Details) HTML 76K
94: R79 Long-Term Debt - 1.50% Convertible Senior Notes HTML 107K
(Details)
95: R80 Long-Term Debt - Note Hedges and Warrants HTML 64K
(Details)
96: R81 Long-Term Debt - Credit Agreement - Summary HTML 60K
(Details)
97: R82 Long-Term Debt - Credit Agreement - March 2014 HTML 60K
Early Retirement (Details)
98: R83 Long-Term Debt - Credit Agreement - June 2014 HTML 70K
Partial Early Retrement (Details)
99: R84 Long-Term Debt - Credit Agreement - Interest Rate HTML 68K
Details (Details)
100: R85 Long-Term Debt - Credit Agreement - Other Details HTML 55K
(Details)
101: R86 Long-Term Debt - Future Amortization (Details) HTML 65K
102: R87 Long-Term Debt - Interest Expense (Details) HTML 66K
103: R88 Supplemental Consolidated Financial Statement HTML 177K
Information (Details)
104: R89 Stockholders' Equity Stockholders' Equity - HTML 58K
Issuance of Common Stock (Details)
105: R90 Stockholders' Equity Stockholders' Equity - HTML 51K
Dividends on Common Stock (Details)
106: R91 Stockholders' Equity Stockholders' Equity - Share HTML 49K
Repurchase Program (Details)
107: R92 Stockholders' Equity - Treasury Stock (Details) HTML 58K
108: R93 Stockholders' Equity Stockholders' Equity - HTML 80K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
109: R94 Stockholders' Equity Stockholders' Equity - HTML 68K
Amounts Reclassified Out of Accumulated Other
Comprehensive Loss (Details)
110: R95 Research and Development, Net Research and HTML 53K
Development, Net - R&D Expenses and Grants
(Details)
111: R96 Research and Development, Net Research and HTML 63K
Development, Net - Capitalized Software
Development Costs (Details)
112: R97 Income Taxes Income Taxes - (Loss) Income Before HTML 56K
Taxes (Details)
113: R98 Income Taxes Income Taxes - Provision (Benefit) HTML 81K
for Income Taxes (Details)
114: R99 Income Taxes Income Taxes - Effective Tax Rate HTML 108K
Reconciliation (Details)
115: R100 Income Taxes Income Taxes - Effective Tax Rate HTML 58K
Reconciliation - Correction of Error (Details)
116: R101 Income Taxes Income Taxes - Deferred Income Taxes HTML 100K
(Details)
117: R102 Income Taxes Income Taxes - Deferred Income Taxes HTML 56K
- Correction of Error (Details)
118: R103 Income Taxes Income Taxes - Carryforwards HTML 64K
(Details)
119: R104 Income Taxes Income Taxes - Valuation Allowances HTML 68K
(Details)
120: R105 Income Taxes Income Taxes - Valuation Allowances - HTML 63K
Correction of Error (Details)
121: R106 Income Taxes Income Taxes - Unrecognized Tax HTML 77K
Benefits (Details)
122: R107 Fair Value Measurements - Fair Value Table HTML 99K
(Details)
123: R108 Fair Value Measurements - Contingent Consideration HTML 69K
Table (Details)
124: R109 Fair Value Measurements Fair Value Measurements - HTML 60K
Option to Acquire Noncontrolling Interests
(Details)
125: R110 Fair Value Measurements - Other Fair Value HTML 59K
Disclosures (Details)
126: R111 Derivative Financial Instruments - Assets and HTML 79K
Liabilities (Details)
127: R112 Derivative Financial Instruments Derivative HTML 60K
Financial Instruments - Interest Rate Swap
Agreement (Details)
128: R113 Derivative Financial Instruments - Gains and HTML 73K
Losses (Details)
129: R114 Stock-Based Compensation and Other Benefit Plans HTML 57K
Stock-Based Compensation and Other Benefit Plans -
2015 Long-Term Stock Incentive Plan (Details)
130: R115 Stock-Based Compensation and Other Benefit Plans HTML 66K
Stock-Based Compensation and Other Benefit Plans -
Stock-Based Compensation - by Line Item (Details)
131: R116 Stock-Based Compensation and Other Benefit Plans - HTML 65K
Stock-Based Compensation - by Classification
(Details)
132: R117 Stock-Based Compensation and Other Benefit Plans HTML 92K
Stock-Based Compensation and Other Benefit Plans -
Restricted Stock Units (Details)
133: R118 Stock-Based Compensation and Other Benefit Plans HTML 61K
Stock-Based Compensation and Other Benefit Plans -
Performance Restricted Stock Units (Details)
134: R119 Stock-Based Compensation and Other Benefit Plans HTML 72K
Stock-Based Compensation and Other Benefit Plans -
Stock Options (Details)
135: R120 Stock-Based Compensation and Other Benefit Plans HTML 60K
Stock-Based Compensation and Other Benefit Plans -
Stock Options Supplementail Disclosures (Details)
136: R121 Stock-Based Compensation and Other Benefit Plans HTML 76K
Stock-Based Compensation and Other Benefit Plans -
Stock Bonus Program (Details)
137: R122 Stock-Based Compensation and Other Benefit Plans HTML 75K
Stock-Based Compensation and Other Benefit Plans -
Bonus Share Program (Details)
138: R123 Stock-Based Compensation and Other Benefit Plans HTML 65K
Stock-Based Compensation and Other Benefit Plans -
Other Benefit Plans (Details)
139: R124 Related Party Transactions (Details) HTML 55K
140: R125 Commitments and Contingencies - Rent Expense; HTML 67K
Purchase Obligations and Off-Balance Sheet Risk
(Details)
141: R126 Commitments and Contingencies Commitments and HTML 67K
Contingencies - Lease Commitments (Details)
142: R127 Commitments and Contingencies Commitments and HTML 73K
Contingencies - Warranty Obligations (Details)
143: R128 Commitments and Contingencies Commitments and HTML 51K
Contingencies - Litigation (Details)
144: R129 Segment, Geographic, and Significant Customer HTML 50K
Information Segment, Geographic, and Significant
Customer Information - Change in Operating
Segments (Details)
145: R130 Segment, Geographic, and Significant Customer HTML 106K
Information - Segment Operating Results (Details)
146: R131 Segment, Geographic, and Significant Customer HTML 79K
Information Segment, Geographic, and Significant
Customer Information - Revenue and Long-Lived
Assets by Geography (Details)
147: R132 Segment, Geographic, and Significant Customer HTML 51K
Information Segment, Geographic, and Significant
Customer Information - Major Customers (Details)
148: R133 Selected Quarterly Financial Information HTML 76K
(Unaudited) Selected Quarterly Financial
Information (Unaudited) - Quarterly Data (Details)
150: XML IDEA XML File -- Filing Summary XML 300K
149: EXCEL IDEA Workbook of Financial Reports XLSX 187K
10: EX-101.INS XBRL Instance -- vrnt-20170131 XML 5.41M
12: EX-101.CAL XBRL Calculations -- vrnt-20170131_cal XML 404K
13: EX-101.DEF XBRL Definitions -- vrnt-20170131_def XML 1.55M
14: EX-101.LAB XBRL Labels -- vrnt-20170131_lab XML 2.87M
15: EX-101.PRE XBRL Presentations -- vrnt-20170131_pre XML 2.08M
11: EX-101.SCH XBRL Schema -- vrnt-20170131 XSD 315K
151: ZIP XBRL Zipped Folder -- 0001166388-17-000011-xbrl Zip 510K
| Exhibit |
1 | RESTRICTED STOCK UNITS; VESTING |
(a) | Subject
to the terms of this Agreement, the Company hereby grants to Grantee the target number of performance-based restricted stock units (as may be further defined under the terms of the Plan, “Restricted Stock Units”) indicated in the Notice of Grant, and if provided in the Notice of Grant, the opportunity to earn additional Restricted Stock Units4 (if applicable, the “Overachievement Units”). |
(b) | Subject to the terms of this Agreement, Grantee’s right to receive all or any portion of the Restricted Stock Units
will be contingent upon the Company’s achievement of one or more performance goals specified in the performance matrix attached as Exhibit A to this Agreement (the “Performance Matrix”) measured over the performance period(s) specified in the Performance Matrix. |
(c) | If and when the Restricted Stock Units vest in accordance with the terms of the Plan, this Agreement, and the Notice of Grant without forfeiture, and upon the satisfaction of all other applicable conditions as to the Restricted Stock Units, one Share shall be issuable to Grantee for each Restricted Stock Unit that
vests on such date, which Shares, except as otherwise provided herein or in the Notice of Grant, will be free of any Company-imposed transfer restrictions. Notwithstanding any other provision of this Agreement, the Company reserves the right to settle the Award in cash or cancel the award for cash, based on the Fair Market Value of the Shares on the applicable vesting dates, subject to required withholding and in accordance with the customary payroll practices of the entity employing Grantee. |
(a) | Generally. Vesting of the Restricted Stock Units shall be in accordance with the Performance Matrix. If the calculations specified on the Performance Matrix would result in the vesting of a fraction of a Restricted Stock Unit, the result of the calculation will be rounded down to the nearest whole Restricted Stock Unit. |
(b) | Determination of Earned Award. Not later than 60 days following the Board’s receipt of the
Company’s audited financial statements covering the final year of the performance period applicable to a given category of Restricted Stock Units, the Committee will determine (i) whether and to what extent the performance goal(s) have been satisfied, (ii) the number of Restricted Stock Units vesting hereunder pursuant to the terms hereof, and (iii) whether all other conditions to receipt of the Shares have been met. The Committee’s determination of the foregoing shall be final and binding on Grantee absent a showing of manifest error. Notwithstanding any other provision of this Agreement, no Restricted Stock Units for a given category shall vest (x) until the Committee has made the foregoing determinations and (y) prior to the date or dates discussed in the next paragraph. |
(c) | Time
Vesting Limitation. For the avoidance of doubt, notwithstanding the determination of the Board or the Committee pursuant to the previous paragraph, no Restricted Stock Units will vest prior to the date or dates specified in the Notice of Grant. |
(d) | Other Vesting Provisions. Any Restricted Stock Units that do not become vested based on the foregoing provisions will be automatically forfeited by Grantee without consideration. Vesting shall cease upon the date Grantee’s Continuous Service terminates for any reason, unless otherwise determined by the Board or the Committee in its sole discretion or otherwise provided in a separate written agreement between the parties. |
(a) | Except
as otherwise provided herein, Grantee’s right to receive any of the Restricted Stock Units is contingent upon his or her remaining in the Continuous Service of the Company or a Subsidiary or Affiliate through the respective vesting dates specified in the Notice of Grant and hereunder. If Grantee’s Continuous Service terminates for any reason, all Restricted Stock Units which are then unvested shall, unless otherwise determined by the Board or the Committee in its sole discretion or subject to a separate written agreement between the parties, be cancelled and the Company shall thereupon have no further obligation thereunder. For the avoidance of doubt, subject to a separate written agreement between the parties, Grantee acknowledges and agrees that he or she has no expectation that any Restricted
Stock Units will vest on the termination of his or her Continuous Service for any reason and that he or she will not be entitled to make a claim for any loss occasioned by such forfeiture as part of any claim for breach of his or her employment or service contract or otherwise. |
(a) | Subject to Section 1.6 and any other applicable
conditions hereunder, as soon as administratively practicable following the vesting of Restricted Stock Units in accordance with the terms of this Agreement and the Notice of Grant (but in no event later than the date the short-term deferral period under Section 409A of the Code expires with respect to such vested Shares), the Company shall issue the applicable Shares and, at its option, (i) deliver or cause to be delivered to Grantee a certificate or certificates for the applicable Shares or (ii) transfer or arrange to have transferred the Shares to a brokerage account of Grantee designated by the Company. |
(b) | Notwithstanding
the foregoing, the issuance of Shares upon the vesting of a Restricted Stock Unit shall be delayed in the event the Company reasonably anticipates that the issuance of Shares would constitute a violation of U.S. federal securities laws, other applicable law, or Nasdaq rules. If the issuance of the Shares is delayed by the provisions of this paragraph, such issuance shall occur at the earliest date at which the Company reasonably anticipates issuing the Shares will not cause such a violation. For purposes of this paragraph, the issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code or other tax legislation applicable to Grantee is not considered a violation of applicable law. |
(a) | Except
as provided herein, Grantee shall not have any rights as a stockholder with respect to any Shares to be distributed under this Agreement until he, she or it has become the holder of such Shares as provided in this Agreement. Until delivery of such Shares (or other settlement of the Award hereunder), Grantee will have only the rights of a general unsecured creditor of the Company. |
(b) | The Award is subject to the transferability restrictions under the Plan. |
(a) | The
Company shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company or its Subsidiary with respect to any income recognized by Grantee with respect to the Restricted Stock Units or the issuance of Shares pursuant to the terms of the Restricted Stock Units. |
(b) | Neither the Company nor any Subsidiary, Affiliate or agent makes any representation or undertaking regarding the treatment of any tax or withholding in connection with the grant, vesting or settlement of the Award or the subsequent sale of Shares subject to the Award. The
Company and its Subsidiaries and Affiliates do not commit and are under no obligation to structure the Award to reduce or eliminate Grantee’s tax liability, and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to Grantee with respect thereto. |
(c) | Notwithstanding
the withholding provision in the Plan: |
(i) | If in the tax jurisdiction in which Grantee resides, a tax withholding obligation arises upon vesting of the Award (regardless of when the Shares underlying the Award are delivered to Grantee), or for non-employee directors of the Company in any jurisdiction, on each date that all or a portion of the Award actually vests, if (1) the Company does not have in place an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and there is not a Securities
Act exemption available under which Grantee may sell Shares or (2) Grantee is subject to a Company-imposed trading blackout, then unless Grantee has made other arrangements satisfactory to the Company, the Company will (x) with respect to employees of the Company, withhold from the Shares to be delivered to Grantee such number of Shares as are sufficient in value (as determined by the Company in its sole discretion) to cover the minimum amount of the tax withholding obligation and (y) with respect to non-employee directors of the Company, settle
40% of the portion of the Award then vesting in cash by paying Grantee cash (in accordance with the Company’s normal payroll practices) equal to the Fair Market Value of one Share for each Restricted Stock Unit being settled in such manner. |
(ii) | If in the tax jurisdiction in which Grantee resides, a tax withholding obligation arises upon delivery of the Shares underlying the Restricted Stock Units (regardless of when vesting occurs), then following each date that all or a portion of the Award actually vests, the Company will defer the delivery of the Shares otherwise deliverable
to Grantee until the earliest of: (1) the date Grantee’s employment with the Company (or a Subsidiary or Affiliate) is terminated (by either party), (2) the date that the short-term deferral period under Section 409A of the Code expires with respect to such vested Shares, or (3) the date on which the Company has in place an effective registration statement under the Securities Act or there is a Securities Act exemption available under which Grantee may sell Shares and on which Grantee is not subject to a Company-imposed trading blackout (the earliest of such dates, the “Delivery Date”). If on the Delivery Date (x) the Company does not have in place an effective registration
statement under the Securities Act and there is not a Securities Act exemption available under which Grantee may sell Shares or (y) Grantee is subject to a Company-imposed trading blackout, then unless Grantee has made other arrangements satisfactory to the Company, the Company will withhold from the Shares to be delivered to Grantee such number of Shares as are sufficient in value (as determined by the Company in its sole discretion) to cover the minimum amount of the tax withholding obligation. |
(d) | Grantee
is ultimately liable and responsible for all taxes owed by Grantee in connection with the Award, regardless of any action the Company or any of its Subsidiaries, Affiliates or agents takes with respect to any tax withholding obligations that arise in connection with the Award. Accordingly, Grantee agrees to pay to the Company or its relevant Subsidiary, Affiliate or agent as soon as practicable, including through additional payroll withholding (if permitted under applicable law), any amount of required tax |
(e) | The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of Shares of common stock to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of Grantee’s transactions under this Agreement with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such rule is applicable to transactions by Grantee. |
2 | CERTAIN
DEFINITIONS |
• | extraordinary
transactions or unbudgeted Company merger/acquisitions or similar activity, |
• | changes in applicable tax or other laws, rules, or regulations, |
• | changes in applicable revenue recognition or other accounting rules, requirements, or standards, or |
• | stock repurchases or dividends paid to stockholders, |
3 | REPRESENTATIONS OF GRANTEE |
4 | NOTICES |
5 | BINDING AGREEMENT |
6 | ENTIRE
AGREEMENT; AMENDMENT |
7 | GOVERNING LAW |
8 | SEVERABILITY |
9 | ONE-TIME GRANT; NO RIGHT TO CONTINUED SERVICE OR PARTICIPATION; EFFECT ON OTHER PLANS |
10 | NATURE OF THE GRANT |
11 | NO STRICT CONSTRUCTION |
12 | USE OF THE WORD “GRANTEE” |
13 | FURTHER ASSURANCES |
14 | CONSENT TO TRANSFER PERSONAL DATA |
15 | GOVERNING PLAN DOCUMENT |
16 | CERTAIN COUNTRY-SPECIFIC PROVISIONS |
Revenue Achieved in Performance Period7 | Payout Percentage for Revenue Units |
Threshold ([__]% of Revenue Target) | [__]% |
Target
(100% of Revenue Target) | [__]% |
Maximum ([__]% of Revenue Target) | [__]%8 |
EBITDA Achieved in Performance Period9 | Payout Percentage for EBITDA Units |
Threshold ([__]%
of EBITDA Target) | [__]% |
Target (100% of EBITDA Target) | [__]% |
Maximum ([__]% of EBITDA Target) | [__]%10 |
Relative
TSR Achieved in Performance Period11 | Payout Percentage for TSR Units |
< 25th percentile Relative TSR | [__]% |
Threshold (25th percentile Relative TSR) | [__]% |
Target (50th percentile Relative TSR) | [__]% |
Maximum (75th or
> percentile Relative TSR) | [__]%12 |