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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/17 Foster L B Co 10-K 12/31/16 125:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.30M
2: EX-10.31 Material Contract HTML 73K
3: EX-10.32 Material Contract HTML 56K
4: EX-10.33 Material Contract HTML 75K
5: EX-10.34 Material Contract HTML 35K
6: EX-21 Subsidiaries List HTML 35K
7: EX-23 Consent of Experts or Counsel HTML 33K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
10: EX-32.0 Certification -- §906 - SOA'02 HTML 35K
17: R1 Document and Entity Information HTML 63K
18: R2 Consolidated Balance Sheets HTML 122K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
20: R4 Consolidated Statements of Operations HTML 92K
21: R5 Consolidated Statements of Comprehensive (Loss) HTML 58K
Income
22: R6 Consolidated Statements of Comprehensive (Loss) HTML 41K
Income (Parenthetical)
23: R7 Consolidated Statements of Cash Flows HTML 145K
24: R8 Consolidated Statements Of Stockholders' Equity HTML 80K
25: R9 Consolidated Statements Of Stockholders' Equity HTML 39K
(Parentheticals)
26: R10 Summary Of Significant Accounting Policies HTML 84K
27: R11 Business Segments HTML 296K
28: R12 Acquisitions HTML 162K
29: R13 Goodwill and Other Intangible Assets HTML 193K
30: R14 Accounts Receivable HTML 68K
31: R15 Inventories HTML 57K
32: R16 Property, Plant and Equipment HTML 60K
33: R17 Investments HTML 70K
34: R18 Deferred Revenue HTML 40K
35: R19 Long-Term Debt and Related Matters HTML 85K
36: R20 Stockholders' Equity HTML 62K
37: R21 Accumulated Other Comprehensive Loss HTML 50K
38: R22 Earnings Per Common Share HTML 81K
39: R23 Income Taxes HTML 239K
40: R24 Stock-Based Compensation HTML 134K
41: R25 Retirement Plans HTML 389K
42: R26 Rental And Lease Information HTML 76K
43: R27 Fair Value Measurements HTML 103K
44: R28 Commitments and Contingent Liabilities HTML 90K
45: R29 Other Income HTML 62K
46: R30 Quarterly Financial Information (Unaudited) HTML 111K
47: R31 Valuation and Qualifying Accounts HTML 101K
48: R32 Summary of Significant Accounting Policies HTML 147K
(Policies)
49: R33 Business Segments (Tables) HTML 290K
50: R34 Acquisitions (Tables) HTML 141K
51: R35 Goodwill and Other Intangible Assets (Tables) HTML 181K
52: R36 Accounts Receivable (Tables) HTML 65K
53: R37 Inventories (Tables) HTML 54K
54: R38 Property, Plant and Equipment (Tables) HTML 55K
55: R39 Investments (Tables) HTML 58K
56: R40 Long-Term Debt and Related Matters (Tables) HTML 73K
57: R41 Stockholders' Equity (Tables) HTML 48K
58: R42 Accumulated Other Comprehensive Loss (Tables) HTML 48K
59: R43 Earnings Per Common Share (Tables) HTML 78K
60: R44 Income Taxes (Tables) HTML 231K
61: R45 Stock-Based Compensation (Tables) HTML 118K
62: R46 Retirement Plans (Tables) HTML 399K
63: R47 Rental And Lease Information (Tables) HTML 74K
64: R48 Fair Value Measurements (Tables) HTML 92K
65: R49 Commitments and Contingent Liabilites (Tables) HTML 55K
66: R50 Other Income (Tables) HTML 55K
67: R51 Quarterly Financial Information (Tables) HTML 108K
68: R52 Summary Of Significant Accounting Policies HTML 81K
(Narrative) (Details)
69: R53 Business Segments (Narrative) (Details) HTML 48K
70: R54 Business Segments (Reconciliation of Significant HTML 61K
Reconciling Items) (Details)
71: R55 Business Segments (Schedule Of Reporting Sement HTML 99K
Data To Consolidated Totals From Continuing Ops)
(Details)
72: R56 Acquisitions (Narrative) (Details) HTML 81K
73: R57 Acquisitions (Pro Forma Income Statements) HTML 53K
(Details)
74: R58 Acquisitions (Allocation of Purchase Price) HTML 94K
(Details)
75: R59 Acquisitions (Identifiable Intangible Assets HTML 100K
Acquired) (Details)
76: R60 Goodwill and Other Intangible Assets (Narrative) HTML 65K
(Details)
77: R61 Goodwill and Other Intangible Assets (Schedule of HTML 70K
Goodwill) (Details)
78: R62 Goodwill and Other Intangible Assets (Schedule of HTML 67K
Intangible Assets) (Details)
79: R63 Goodwill and Other Intangible Assets (Schedule of HTML 49K
Expected Amortization Expense) (Details)
80: R64 Accounts Receivable (Accounts Receivable Of HTML 45K
Continuing Operations) (Details)
81: R65 Accounts Receivable (Segment Trade Accounts HTML 42K
Receivable) (Details)
82: R66 Inventories (Schedule of Inventory) (Details) HTML 53K
83: R67 Property, Plant and Equipment (Details) HTML 59K
84: R68 Investments (Narrative) (Details) HTML 79K
85: R69 Investments (Schedule Of Carrying Amount And HTML 44K
Maximum Loss Exposure Of Equity Investments)
(Details)
86: R70 Investments (Schedule of Direct Financing Future HTML 42K
Minimum Lease Payments for Capital Leases Table)
(Details)
87: R71 Deferred Revenue (Details) HTML 37K
88: R72 Long-Term Debt and Related Matters (Schedule Of HTML 63K
Long-Term Debt Table) (Details)
89: R73 Long-Term Debt and Related Matters (Schedule Of HTML 52K
Long-Term Debt Maturities Table) (Details)
90: R74 Long-Term Debt and Related Matters (Narrative - HTML 128K
United States) (Details)
91: R75 Long-Term Debt and Related Matters (Narrative - HTML 64K
United Kingdom) (Details)
92: R76 Stockholders' Equity (Narrative) (Details) HTML 94K
93: R77 Stockholders' Equity (Rollforward Of Common Stock HTML 53K
Table) (Details)
94: R78 Accumulated Other Comprehensive Loss (Details) HTML 49K
95: R79 Earning Per Common Share (Schedule of Earnings Per HTML 76K
Share, Basic and Diluted) (Details)
96: R80 Income Taxes (Income Before Income Tax Domestic HTML 42K
And Foreign Components Table) (Details)
97: R81 Income Taxes (Significant Components Of The HTML 62K
Provision For Income Taxes Table) (Details)
98: R82 Income Taxes (Reconciliation Of Income Tax Rates) HTML 101K
(Details)
99: R83 Income Taxes (Significant Components Of Deferred HTML 89K
Tax Liabilities And Assets Table) (Details)
100: R84 Income Taxes (Unrecorded Deferred Income Taxes On HTML 41K
Undistributed Earnings Of Foreign Subsidiaries)
(Details)
101: R85 Income Taxes (Operating Loss Carryforwards) HTML 59K
(Narrative) (Details)
102: R86 Income Taxes (Reconciliation Of Unrecognized Tax HTML 51K
Benefits Table) (Details)
103: R87 Stock-Based Compensation (Narrative) (Details) HTML 96K
104: R88 Share-based Compensation (Summary of Stock Option HTML 48K
Activity) (Details)
105: R89 Stock-Based Compensation (Restricted Stock and HTML 72K
Performance Unit Awards) (Details)
106: R90 Retirement Plans (Narrative) (Details) HTML 67K
107: R91 Retirement Plans (Schedule of Benefit Obligation, HTML 89K
Fair Value of Assets, and Funded Status of the
Plans) (Details)
108: R92 Retirement Plans (Schedule Of Net Periodic Benefit HTML 76K
Costs) (Details)
109: R93 Retirement Plans (Defined Contribution Plans) HTML 46K
(Details)
110: R94 Retirement Plans (Information About Plan Assets) HTML 87K
(Details)
111: R95 Retirement Plans (Benefit Payments) (Details) HTML 52K
112: R96 Retirement Plans (Other Post-Retirement Retirement HTML 58K
Plan) (Details)
113: R97 Rental And Lease Information (Narrative) (Details) HTML 35K
114: R98 Rental And Lease Information (Future Minimum Lease HTML 76K
Payment Table) (Details)
115: R99 Rental And Lease Information (Assets Recorded HTML 41K
Under Capital Leases Table) (Details)
116: R100 Fair Value Measurements (Schedule of Fair Value, HTML 59K
Assets and Liabilities Measured on Recurring
Basis) (Details)
117: R101 Commitments and Contingent Liabilites (Narrative) HTML 51K
(Details)
118: R102 Commitments and Contingent Liabilities (Schedule HTML 39K
of Product Warranty Liability) (Details)
119: R103 Commitments and Contingent Liabilities HTML 40K
(Environmental Liability) (Details)
120: R104 Other Income (Details) HTML 56K
121: R105 Quarterly Financial Information (Unaudited) HTML 78K
(Tables) (Details)
122: R106 Valuation and Qualifying Accounts (Details) HTML 46K
124: XML IDEA XML File -- Filing Summary XML 222K
123: EXCEL IDEA Workbook of Financial Reports XLSX 156K
11: EX-101.INS XBRL Instance -- fstr-20161231 XML 5.07M
13: EX-101.CAL XBRL Calculations -- fstr-20161231_cal XML 338K
14: EX-101.DEF XBRL Definitions -- fstr-20161231_def XML 865K
15: EX-101.LAB XBRL Labels -- fstr-20161231_lab XML 1.59M
16: EX-101.PRE XBRL Presentations -- fstr-20161231_pre XML 1.47M
12: EX-101.SCH XBRL Schema -- fstr-20161231 XSD 215K
125: ZIP XBRL Zipped Folder -- 0001193125-17-074622-xbrl Zip 285K
| EX-10.32 |
Exhibit 10.32
RESTRICTED STOCK AGREEMENT
(EXECUTIVE)
(Section 5.1 Of The Omnibus Incentive Plan, as Amended and Restated)
This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of [DATE] (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and NAME (the “Stockholder”).
The Company has established its 2006 Omnibus Incentive Plan, as Amended and Restated (the “Plan”), to advance the interests of the Company and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of the Company. All capitalized terms not otherwise defined in this Agreement have the same meaning given them in the Plan.
Pursuant to the provisions of the Plan, the Committee has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of the Company, and has authorized the execution and delivery of this Agreement.
AGREEMENT
The parties, intending to be legally bound hereby, agree as follows:
Section 1. Issuance of Stock. Subject and pursuant to all terms and conditions stated in this Agreement and in the Plan, as of the Issue Date the Company hereby grants to Stockholder [# OF RESTRICTED SHARES] shares of Company Common Stock, par value $0.01 per share (the “Common Stock”) pursuant to Article V of the Plan. For purposes of this Agreement, the “Shares” shall include all of the shares of Common Stock issued to Stockholder pursuant to this Agreement or issued with respect to such shares of Common Stock, including, but not limited to, shares of Company capital stock issued by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.
Section 2. Vesting; Rights; Obligations; and Restrictions on Transfer.
(a) None of the Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested in accordance with the terms of this Section 2. Except as set forth in this Section 2, effective at the close of business on the date Stockholder ceases to be employed by the Company or an affiliate of the Company, any Shares that are not vested in accordance with this Section 2, and any dividends accrued pursuant to Section 2(c) below, shall be automatically forfeited without any further obligation on the part of the Company. Stockholder hereby assigns and transfers any forfeited Shares and the stock certificate(s) or other evidence of ownership representing such Shares to the Company.
(b) All of the Shares will vest 33 1/3% on each of the first, second, and third anniversaries. However, if a Change of Control occurs prior to the end of the full vesting period and (i) Stockholder experiences an involuntary Separation from Service by the Company other than (A) a Termination for Cause, (B) death, or (C) Disability, or the Stockholder terminates for Good Reason (as defined below) within the
90-day period immediately preceding a Change of Control, or on or within the two-year period immediately following a Change of Control, or (ii) the acquiring entity in a Change of Control does not assume this Agreement and convert the Shares into a substantially comparable award of capital stock or other equity incentive instrument in such acquiring entity as determined by the Board of Directors, any unvested Shares shall immediately vest. Vesting shall be tolled during any period in which Stockholder is on an approved leave of absence from employment with the Company or an affiliate of the Company.
(c) Subject to the foregoing provisions of this Section 2 and the provisions of the Plan, Stockholder shall have all rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive dividends, provided, however, that until such time as the Shares, or portion thereof, shall have vested, the Company shall accrue on its books and records for the benefit of the Stockholder an amount equal to the dividend payment that would otherwise have been received on the Shares but for this agreement to accrue the dividend payments. Dividends accrued for the benefit of the Stockholder shall be payable as the Shares vest with payment to be made by the Company, or its agent, within ten (10) business days after vesting. For purposes of clarity, if this Agreement provides that only a portion of the Shares vest on a given date, accrued dividends shall only be payable on that portion of Shares vesting and not on any Shares that remain unvested.
(d) For purposes of this Agreement, “Good Reason” means the Stockholder’s Separation from Service as a result of the occurrence, without the Stockholder’s written consent, of one of the following events:
(i) A material reduction in the Stockholder’s annual base salary (unless such reduction relates to an across-the-board reduction similarly affecting Stockholder and all or substantially all other executives of the Company and its affiliates);
(ii) The Company (or the Subsidiary employing Stockholder) makes or causes to be made a material adverse change in the Stockholder’s position, authority, duties or responsibilities which results in a significant diminution in the Stockholder’s position, authority, duties or responsibilities, excluding any change made in connection with (A) a reassignment to a New Job Position (as defined herein), or (B) a termination of Stockholder’s employment with the Company for Disability, Termination for Cause, death, or temporarily as a result of Participant’s incapacity or other absence for an extended period; (For purposes of this Agreement, “New Job Position” means a change in the Stockholder’s position, authority, duties or responsibilities with the Company or any affiliate due to the Stockholder’s demonstrated inadequate or unsatisfactory performance, provided the Stockholder had been notified of such inadequate performance and had been given at least 30 days to cure such inadequate performance.)
(iii) A relocation of the Company’s principal place of business, or of Stockholder’s own office as assigned to Stockholder by the Company or the Subsidiary employing Stockholder to a location that increases Stockholder’s normal work commute by more than 50 miles; or
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(iv) Any other action by the Company or the Subsidiary employing Stockholder that constitutes a material breach of the employment agreement, if any, under which Stockholder’s services are to be performed.
In order for Stockholder to terminate for Good Reason, (A) the Company must be notified by Stockholder in writing within 90 days of the event constituting Good Reason, (B) the event must remain uncorrected by the Company for 30 days following such notice (the “Notice Period”), and (C) such termination must occur within 60 days after the expiration of the Notice Period.
(e) The certificates, if any, representing unvested Shares will bear the following or similar legend:
“The securities represented by this certificate are subject to forfeiture and restrictions on transfer as set forth in the Restricted Stock Agreement between the issuer and the initial holder of these shares. A copy of that document may be obtained by the holder without charge at the issuer’s principal place of business or upon written request.”
Section 3. Investment Representation. Stockholder hereby acknowledges that the Shares cannot be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or as otherwise provided herein or in the Plan. Stockholder also agrees that the Shares which Stockholder acquires pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state.
Section 4. Book Entry Account. At the discretion of the Company, certificates for the shares may not be issued. In lieu of certificates, the Company may establish a book entry account for the Shares, until vested, in the name of the Stockholder with the Company’s transfer agent for its Common Stock.
Section 5. Income Taxes. Stockholder acknowledges that any income for federal, state or local income tax purposes that Stockholder is required to recognize on account of the issuance of the Shares to Stockholder shall be subject to withholding of tax by the Company. In accordance with administrative procedures established by the Company, in order to satisfy Stockholder’s minimum statutory withholding tax obligations, if any, on account of the vesting of Shares hereunder, the Company will withhold a number of vested Shares issued hereunder equal to the applicable minimum statutory withholding tax obligation. Stockholder agrees further to notify the Company promptly if Stockholder files an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to any Shares.
Section 6. No Right to Employment. Neither the Plan nor this Agreement shall be deemed to give Stockholder any right to continue to be employed by the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company’s right to terminate the employment of the Stockholder at any time.
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Section 7. Further Assistance. Stockholder will provide assistance reasonably requested by the Company in connection with actions taken by Stockholder while employed by the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Stockholder was employed by the Company.
Section 8. Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and Stockholder and their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and the Stockholder and their respective heirs, representatives, successors and permitted assigns. The parties agree that this Agreement shall survive the issuance of the Shares.
Section 9. Agreement to Abide by Plan; Conflict between Plan and Agreement. The Plan is hereby incorporated by reference into this Agreement and is made a part hereof as though fully set forth in this Agreement. Stockholder, by execution of this Agreement, represents that he or she is familiar with the terms and provisions of the Plan and agrees to abide by all of the terms and conditions of this Agreement and the Plan. Stockholder accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any question arising under the Plan or this Agreement (including, without limitation, the date of any termination of Stockholder’s employment with the Company). In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement shall be deemed to be modified accordingly, except to the extent that the Plan gives the Committee the express authority to vary the terms of the Plan by means of this Agreement, in which case this Agreement shall govern.
Section 10. Entire Agreement. Except as otherwise provided herein, this Agreement and the Plan, which Stockholder has reviewed and accepted in connection with the grant of the Shares reflected by this Agreement, constitute the entire agreement between the parties and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter of this Agreement.
Section 11. Choice of Law. To the extent not superseded by federal law, the laws of the Commonwealth of Pennsylvania (without regard to the conflicts laws thereof) shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in State or Federal Courts located in the Commonwealth of Pennsylvania.
Section 12. Notice. All notices, requests, demands, claims, and other communications under this Agreement shall be in writing. Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the following address: If to the Company, L. B. Foster Company, 415 Holiday Drive, Pittsburgh, PA 15220, Attn: Secretary; and if to the Stockholder, to his or her address as it appears on the Company’s records. Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice,
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request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this section.
Section 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Section 14. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan. Notwithstanding, the Company may, in its sole discretion and without the Stockholder’s consent, modify or amend the terms of this Agreement, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to cause this Award to be excepted from Section 409A of the Code (or to comply therewith to the extent the Company determines it is not excepted).
Section 15. Acknowledgments.
(a) By accepting the Shares, the Stockholder acknowledges receipt of a copy of the Plan and agrees to be bound by the terms and conditions set forth in the Plan and this Agreement, as in effect and/or amended from time to time.
(b) The Plan and related documents may be delivered to you electronically. Such means of delivery may include but do not necessarily include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Committee’s discretion. Both Internet Email and the World Wide Web are required in order to access documents electronically.
(c) This Award is intended to be excepted from coverage under Section 409A of the Code and the regulations promulgated thereunder and shall be interpreted and construed accordingly. Notwithstanding, Stockholder recognizes and acknowledges that Section 409A of the Code may impose upon the Stockholder certain taxes or interest charges for which the Stockholder is and shall remain solely responsible.
(d) Stockholder acknowledges that, by receipt of this Award, Stockholder has read this Section 15 and consents to the electronic delivery of the Plan and related documents, as described in this Section 15. Stockholder acknowledges that Stockholder may receive from the Company a paper copy of any documents delivered electronically at no cost if Stockholder contacts the Company’s General Counsel by telephone at (412) 928-7829 or by mail to L.B. Foster Company, 415 Holiday Drive, Pittsburgh, PA 15220 ATTN: General Counsel. Stockholder further acknowledges that Stockholder will be provided with a paper copy of any documents delivered electronically if electronic delivery fails.
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IN WITNESS WHEREOF, the Company has caused a duly authorized officer to execute this Agreement on its behalf, and the Stockholder has placed his/her signature hereon, effective as of the Issue Date.
| L. B. FOSTER COMPANY | ||
| By: |
| |
| Name: | Robert P. Bauer | |
| Title: | President and Chief Executive Officer | |
| ACCEPTED AND AGREED TO: |
|
|
, Stockholder | |
| «Name» | ||
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/8/17 | |||
| For Period end: | 12/31/16 | 10-K/A, 11-K, 4, SD | ||
| List all Filings | ||||