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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/17 Ampco Pittsburgh Corp 10-K 12/31/16 137:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.20M
2: EX-10.20 Material Contract HTML 69K
3: EX-10.21 Material Contract HTML 83K
4: EX-21 Subsidiaries List HTML 44K
5: EX-23.1 Consent of Experts or Counsel HTML 39K
6: EX-23.2 Consent of Experts or Counsel HTML 39K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
17: R1 Document and Entity Information HTML 69K
18: R2 Consolidated Balance Sheets HTML 139K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
20: R4 Consolidated Statements of Operations HTML 110K
21: R5 Consolidated Statements of Comprehensive Income HTML 84K
(Loss)
22: R6 Consolidated Statements of Shareholders' Equity HTML 78K
23: R7 Consolidated Statements of Shareholders' Equity HTML 48K
(Parenthetical)
24: R8 Consolidated Statements of Cash Flows HTML 170K
25: R9 Description of Business HTML 46K
26: R10 Summary of Significant Accounting Policies HTML 97K
27: R11 Acquisition HTML 87K
28: R12 Investments in Joint Ventures HTML 66K
29: R13 Inventories HTML 49K
30: R14 Property, Plant and Equipment HTML 53K
31: R15 Intangible Assets HTML 59K
32: R16 Other Current Liabilities HTML 60K
33: R17 Borrowing Arrangements HTML 67K
34: R18 Pension and Other Postretirement Benefits HTML 473K
35: R19 Commitments and Contingent Liabilities HTML 44K
36: R20 Stock-Based Compensation HTML 83K
37: R21 Accumulated Other Comprehensive Loss HTML 109K
38: R22 Derivative Instruments HTML 112K
39: R23 Fair Value HTML 69K
40: R24 Income Taxes HTML 137K
41: R25 Operating Leases HTML 44K
42: R26 Research and Development Costs HTML 44K
43: R27 Related Parties HTML 45K
44: R28 Litigation HTML 79K
45: R29 Environmental Matters HTML 44K
46: R30 Business Segments HTML 125K
47: R31 Subsequent Events HTML 42K
48: R32 Quarterly Information - Unaudited HTML 73K
49: R33 Valuation and Qualifying Accounts HTML 66K
50: R34 Summary of Significant Accounting Policies HTML 136K
(Policies)
51: R35 Acquisition (Tables) HTML 62K
52: R36 Investments in Joint Ventures (Tables) HTML 51K
53: R37 Inventories (Tables) HTML 48K
54: R38 Property, Plant and Equipment (Tables) HTML 51K
55: R39 Intangible Assets (Tables) HTML 57K
56: R40 Other Current Liabilities (Tables) HTML 62K
57: R41 Borrowing Arrangements (Tables) HTML 55K
58: R42 Pension and Other Postretirement Benefits (Tables) HTML 450K
59: R43 Stock-Based Compensation (Tables) HTML 71K
60: R44 Accumulated Other Comprehensive Loss (Tables) HTML 107K
61: R45 Derivative Instruments (Tables) HTML 98K
62: R46 Fair Value (Tables) HTML 65K
63: R47 Income Taxes (Tables) HTML 128K
64: R48 Litigation (Tables) HTML 62K
65: R49 Business Segments (Tables) HTML 120K
66: R50 Quarterly Information - Unaudited (Tables) HTML 71K
67: R51 Description of Business - Additional Information HTML 48K
(Detail)
68: R52 Summary of Significant Accounting Policies - HTML 83K
Additional Information (Detail)
69: R53 Acquisition - Additional Information (Detail) HTML 117K
70: R54 Acquisition - Summary of Fair Value of Assets HTML 75K
Acquired and Liabilities Assumed (Detail)
71: R55 Acquisition - Summary of Pro Forma Financial HTML 50K
Information (Detail)
72: R56 Investments in Joint Ventures - Additional HTML 91K
Information (Detail)
73: R57 Investments in Joint Ventures - Assets, HTML 68K
Liabilities and Shareholders' Equity of Joint
Venture (Detail)
74: R58 Investments in Joint Ventures - Assets, HTML 50K
Liabilities and Shareholders' Equity of Joint
Venture (Parenthetical) (Detail)
75: R59 Inventories - Schedule of Inventories (Detail) HTML 53K
76: R60 Inventories - Additional Information (Detail) HTML 52K
77: R61 Property, Plant and Equipment - Schedule of HTML 60K
Property, Plant and Equipment (Detail)
78: R62 Property, Plant and Equipment - Additional HTML 46K
Information (Detail)
79: R63 Intangible Assets - Schedule of Intangible Assets HTML 56K
(Detail)
80: R64 Intangible Assets - Summary of Changes in HTML 50K
Intangible Assets (Detail)
81: R65 Intangible Assets - Additional Information HTML 59K
(Detail)
82: R66 Other Current Liabilities - Schedule of Other HTML 57K
Current Liabilities (Detail)
83: R67 Other Current Liabilities - Schedule of Changes in HTML 52K
Liability for Product Warranty Claims (Detail)
84: R68 Borrowing Arrangements - Additional Information HTML 169K
(Detail)
85: R69 Borrowing Arrangements - Schedule of Outstanding HTML 64K
Borrowings (Detail)
86: R70 Pension and Other Postretirement Benefits - HTML 209K
Additional Information (Detail)
87: R71 Pension and Other Postretirement Benefits - HTML 90K
Schedule of Changes in Projected Benefit
Obligations (Pbo) (Detail)
88: R72 Pension and Other Postretirement Benefits - HTML 79K
Schedule of Changes in Plan Assets (Detail)
89: R73 Pension and Other Postretirement Benefits - HTML 59K
Schedule of Net Funded Status of the Plans
(Detail)
90: R74 Pension and Other Postretirement Benefits - HTML 60K
Schedule of Amounts Recognized in the Balance
Sheets (Detail)
91: R75 Pension and Other Postretirement Benefits - HTML 57K
Schedule of Accumulated Other Comprehensive Loss
(Detail)
92: R76 Pension and Other Postretirement Benefits - HTML 54K
Amounts Included in Accumulated Other
Comprehensive Loss to be Recognized over Next Year
(Detail)
93: R77 Pension and Other Postretirement Benefits - HTML 63K
Summary of Target Asset Allocations and Major
Asset Categories (Detail)
94: R78 Pension and Other Postretirement Benefits - Asset HTML 420K
Categories Based on the Nature and Risks of the
Plan Assets (Detail)
95: R79 Pension and Other Postretirement Benefits - Asset HTML 60K
Categories Based on the Nature and Risks of the
Plan Assets (Parenthetical) (Detail)
96: R80 Pension and Other Postretirement Benefits - HTML 79K
Summary of Changes in the Fair Value of the Level
3 Plan Assets for U.S. and Foreign Pension Plans
(Detail)
97: R81 Pension and Other Postretirement Benefits - Net HTML 73K
Periodic Pension and Other Postretirement Benefit
Costs (Detail)
98: R82 Pension and Other Postretirement Benefits - HTML 60K
Discount Rates and Weighted-Average Wage Increases
Used to Determine the Benefit Obligations (Detail)
99: R83 Pension and Other Postretirement Benefits - HTML 66K
Assumptions Regarding Net Periodic Pension and
Other Postretirement Benefit Costs (Detail)
100: R84 Commitments and Contingent Liabilities - HTML 58K
Additional Information (Detail)
101: R85 Stock-Based Compensation - Additional Information HTML 108K
(Detail)
102: R86 Stock-Based Compensation - Summary of Outstanding HTML 68K
and Exercisable Incentive Options (RSUs and PSUs)
(Detail)
103: R87 Stock-Based Compensation - Summary of Outstanding HTML 88K
and Exercisable Stock Options (Detail)
104: R88 Accumulated Other Comprehensive Loss - Net Change HTML 63K
and Ending Balances for Various Components of
Other Comprehensive Income (Loss) and Accumulated
Other Comprehensive Loss (Detail)
105: R89 Accumulated Other Comprehensive Loss - Line Items HTML 87K
Affected on Consolidated Statements of Operations
for Components Reclassified from Accumulated Other
Comprehensive Loss (Detail)
106: R90 Accumulated Other Comprehensive Loss - Additional HTML 44K
Information (Detail)
107: R91 Accumulated Other Comprehensive Loss - Summary of HTML 59K
Income Tax Expense (Benefit) Associated with
Various Components of Other Comprehensive Income
(Loss) (Detail)
108: R92 Derivative Instruments - Additional Information HTML 71K
(Detail)
109: R93 Derivative Instruments - Location and Fair Value HTML 65K
of Foreign Currency Sales Contracts Recorded on
Consolidated Balance Sheets (Detail)
110: R94 Derivative Instruments - Summary of Amount HTML 64K
Recognized as and Reclassified from Accumulated
Other Comprehensive Income (Loss) (Detail)
111: R95 Derivative Instruments - Summary of Change in Fair HTML 62K
Value Reclassified or Expected to be Reclassified
from Accumulated Other Comprehensive Loss to
Earnings (Detail)
112: R96 Fair Value - Fair Value of Financial Assets and HTML 78K
Liabilities (Detail)
113: R97 Income Taxes - (Loss) Income Before Income Taxes HTML 47K
and Equity Gains (Losses) in Chinese Joint Venture
(Detail)
114: R98 Income Taxes - Additional Information (Detail) HTML 63K
115: R99 Income Taxes - Income Tax Provision (Benefit) HTML 74K
(Detail)
116: R100 Income Taxes - Difference Between Statutory U.S. HTML 76K
Federal Income Tax and the Corporation's Effective
Income Tax (Detail)
117: R101 Income Taxes - Deferred Income Tax Assets and HTML 104K
Liabilities (Detail)
118: R102 Income Taxes - Summary of Changes in Unrecognized HTML 55K
Tax Benefits (Detail)
119: R103 Operating Leases - Additional Information (Detail) HTML 56K
120: R104 Research and Development Costs - Additional HTML 43K
Information (Detail)
121: R105 Related Parties - Additional Information (Detail) HTML 72K
122: R106 Litigation - Schedule of Loss Contingencies by HTML 53K
Contingency (Detail)
123: R107 Litigation - Schedule of Loss Contingencies by HTML 42K
Contingency (Parenthetical) (Detail)
124: R108 Litigation - Additional Information (Detail) HTML 54K
125: R109 Litigation - Summary of Activity in Asbestos HTML 48K
Insurance Recoveries (Detail)
126: R110 Litigation - Summary of Activity in Asbestos HTML 43K
Insurance Recoveries (Parenthetical) (Detail)
127: R111 Environmental Matters - Additional Information HTML 42K
(Detail)
128: R112 Business Segments - Additional Information HTML 45K
(Detail)
129: R113 Business Segments - Business Segment Net Sales and HTML 103K
(Loss) Income before Income Taxes (Detail)
130: R114 Business Segments - Business Segment Net Sales and HTML 71K
(Loss) Income before Income Taxes (Parenthetical)
(Detail)
131: R115 Subsequent Event - Additional Information (Detail) HTML 60K
132: R116 Quarterly Information - Quarterly Information - HTML 65K
Unaudited (Detail)
133: R117 Quarterly Information - Quarterly Information - HTML 56K
Unaudited (Parenthetical) (Detail)
134: R118 Schedule II - Valuation and Qualifying Accounts HTML 61K
(Detail)
136: XML IDEA XML File -- Filing Summary XML 261K
135: EXCEL IDEA Workbook of Financial Reports XLSX 176K
11: EX-101.INS XBRL Instance -- ap-20161231 XML 5.04M
13: EX-101.CAL XBRL Calculations -- ap-20161231_cal XML 396K
14: EX-101.DEF XBRL Definitions -- ap-20161231_def XML 1.22M
15: EX-101.LAB XBRL Labels -- ap-20161231_lab XML 2.39M
16: EX-101.PRE XBRL Presentations -- ap-20161231_pre XML 1.83M
12: EX-101.SCH XBRL Schema -- ap-20161231 XSD 329K
137: ZIP XBRL Zipped Folder -- 0001193125-17-085559-xbrl Zip 376K
| EX-10.21 |
EXHIBIT 10.21
NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD
(PERFORMANCE-VESTING)
AMPCO-PITTSBURGH CORPORATION
2016 OMNIBUS INCENTIVE PLAN
FOR GOOD AND VALUABLE CONSIDERATION, Ampco-Pittsburgh Corporation (the “Corporation”) hereby grants this Restricted Stock Unit Award (the “Award”) of the number of Restricted Stock Units set forth in this Notice of Grant of Restricted Stock Unit Award (the “Notice”) to the Grantee designated in this Notice, pursuant to the provisions of the Corporation’s 2016 Omnibus Incentive Plan (the “Plan”) and subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Unit Award (the “Terms”). Together, this Notice, the attached Terms and all Exhibits hereto constitute the “Agreement.” The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).
Grantee: [ ]
Grant Date: [ ]
| # of Restricted Stock Units (at target performance): [as an example with two goals] | ||||||||||
| TSR Portion: |
[ ] | |||||||||
| EPS Portion: |
[ ] | |||||||||
|
Total Target Award: |
[ ] | |||||||||
Performance Period: [ ]
Vesting Schedule: Subject to the terms of the Plan and this Agreement, the Restricted Stock Units shall become earned and vested, and shares of Common Stock shall be issued in settlement of vested Restricted Stock Units, in accordance with the following schedule, in the event the Grantee does not have a Separation from Service prior to the applicable vesting date(s):
(a) Performance-Vesting Conditions. The number of Restricted Stock Units that become earned and vested (if any) will be determined based on performance during the Performance Period in accordance with the performance measures, targets and methodology set forth in Exhibit A.
(b) Time-Vesting Conditions. In addition to the performance-vesting conditions stated above, and except as expressly provided in the Notice below, as applicable, or as otherwise provided pursuant to the terms of the Plan, the Grantee must remain continuously employed with the Corporation through the following date(s) to become earned and vested in any Restricted Stock Units (after adjustment for performance):
| Vesting Date |
% Vesting | |
No Restricted Stock Units shall become earned and vested following Grantee’s Separation from Service, except as expressly provided in the Notice below, as applicable, or as otherwise provided pursuant to the terms of the Plan. Restricted Stock Units that become earned and vested shall be settled as soon as practicable following the end of the Performance Period (no later than March 15, 20 ), subject to written certification of the performance results under Exhibit A by the Committee.
| 1 | ||||
| PSU Award |
Impact of Separation from Service on Vesting: See Exhibit B
Acceleration of Vesting on or Following a Change in Control: See Exhibit B
By signing below, the Grantee agrees that this Award is granted under and governed by the terms and conditions of the Plan and the attached Terms.
| Grantee: | Ampco-Pittsburgh Corporation: | |||||
|
|
By: |
| ||||
| Title: |
| |||||
| Date: |
Date: |
| ||||
| 2 | ||||
| PSU Award |
EXHIBIT A
Performance-Vesting Conditions
Performance Goals:
The “Total Target Award” as identified in the Notice will be earned based on the results of two performance metrics over the three-year Performance Period. The performance metrics are: [as an example]
| a. | Total Shareholder Return (“TSR”) applicable to the “TSR Portion” as identified in the Notice. |
| b. | Earnings Per Share (“EPS”) applicable to the “EPS Portion” as identified in the Notice. |
Each metric will be calculated separately based on the targets set forth below. The results of each metric will determine the number of Restricted Stock Units earned for that metric. The total amount earned will be the sum of the total number of Restricted Stock Units earned for each of the two performance metrics.
Total Shareholder Return: The TSR metric measures the percent change in share price from the beginning of the Performance Period to the end of the Performance Period and includes cumulative cash dividends (without interest) declared during the Performance Period.
The beginning share price will be calculated as an average of 11 data points: the closing share price on January , 20 and the closing share price +/-5 trading days from January , 20 . The ending share price will be calculated as an average of 11 data points: the closing share price on December 31, 20 and the closing share price +/-5 trading days from December 31, 20 .
The performance of this metric will be assessed in comparison of the percentile rank to the approved peer group of companies listed below. If a company is acquired or otherwise is no longer publicly traded and its share price no longer available, it will be excluded from the peer group, provided that a company that ceases to be publicly traded due to its bankruptcy will continue to be included in the peer group and automatically included as the lowest performing company in the peer group.
The following chart shows the performance adjustment for the TSR Portion:
| Achievement |
TSR Percentile Rank |
% of TSR Portion Target Earned | ||
| Below Threshold |
Below 25th percentile | 0% | ||
| Threshold |
25th percentile | 75% | ||
| Target |
50th percentile | 100% | ||
| Maximum |
75th percentile and above | 150% |
The percentage earned for performance between levels at or above the threshold level shall be interpolated on a straight-line basis. No interpolation shall apply for performance below the threshold level.
Earnings Per Share: The EPS metric measures the Corporation’s net income per common share (basic) for each year during the Performance Period, adjusted as determined by the Committee to exclude the effect of (i) asset write-downs or impairment charges; (ii) litigation or claim costs, judgments or settlements, including asbestos claims and defense costs; (iii) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (iv) provisions for reorganization and restructuring programs; (v) nonrecurring items as described in management’s discussion and analysis of
| 3 | ||||
| PSU Award |
financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; and (vi) foreign exchange gains and losses; provided, however, that no such adjustment shall be made to exclude the effect of acquisitions or divestitures occurring during the applicable year.
For each year during the Performance Period, the Committee shall establish a threshold, target and maximum Earnings Per Share goal. The 20 goals have been established during the first quarter of 20 , and the Committee shall establish the EPS goals for 20 and 20 on or before March 31 of each year. The following chart shows the performance adjustment and 20 goals for the EPS Portion:
| Achievement |
% of EPS Portion Target Earned |
20 EPS Goals |
20 EPS Goals |
20 EPS Goals | ||||
| Below Threshold |
0% | Less than $ | ||||||
| Threshold |
75% | $ | TBD | TBD | ||||
| Target |
100% | $ | TBD | TBD | ||||
| Maximum |
150% | $ or more | TBD | TBD |
For each year during the Performance Period, one-third of the target number of Restricted Stock Units for the EPS Portion shall be adjusted for the EPS performance result for the year in accordance with the table above, referred to as the “Performance-Adjusted RSUs.” For each year, the percentage earned for performance for that year between levels at or above the threshold level shall be interpolated on a straight-line basis. No interpolation shall apply for performance below the threshold level.
Fractional Units: Fractional Restricted Stock Units earned based on the TSR goal for the Performance Period and the EPS goal for each year during the Performance Period will be rounded up to the nearest whole Restricted Stock Unit. No fractional shares will be issued.
Peer Group (for the TSR Portion):
[list peer group]
| 4 | ||||
| PSU Award |
EXHIBIT B
Separation from Service and Change in Control
(a) Impact of Separation from Service; Change in Control. If the Grantee has a Separation from Service before the end of the Performance Period, then any unearned Restricted Stock Units shall become earned and vested or be canceled depending on the reason for Separation from Service as follows:
(i) Death or Disability. If the Grantee has a Separation from Service due to the Grantee’s death or Disability:
(A) for the TSR Portion, a prorated number of the Restricted Stock Units shall become immediately earned and vested as of the date of such Separation from Service assuming target performance and based on the portion of the Performance Period completed through the date of such Separation from Service;
(B) for any Performance-Adjusted RSUs related to the EPS Portion for any previously completed year in the Performance Period, such Performance-Adjusted RSUs shall become immediately earned and vested as of the date of such Separation from Service;
(C) for the one-third portion of the EPS Portion being earned for the year of such Separation from Service, a prorated number of such Restricted Stock Units shall become immediately earned and vested as of the date of such Separation from Service assuming target performance and based on the portion of the applicable year completed through the date of such Separation from Service; and
(D) for any one-third portion of the EPS Portion to be earned for any year beginning after the year of such Separation from Service, such Restricted Stock Units shall be immediately canceled as of the date of Separation from Service.
(ii) Change in Control. Notwithstanding anything in this Agreement or the Plan to the contrary, if (A) a Change in Control occurs and (B) on or after the Change in Control and on or before the second anniversary of the Change in Control either (1) the Grantee has a Separation from Service by action of the Corporation or the Grantee’s employing Subsidiary for any reason other than Cause (excluding due to the Grantee’s death or Disability) or (2) the Grantee has a Separation from Service for Good Reason, then the Restricted Stock Units shall become earned and vested to the same extent provided in subparagraph (i) above as if such Separation from Service had been due to the Grantee’s death or Disability.
(iii) Any other Separation from Service. If the Grantee has a Separation from Service for any reason other than as specified in subparagraphs (i) or (ii) above during the Performance Period, all of the Restricted Stock Units (including without limitation any Performance-Adjusted RSUs for any previously completed year for the EPS Portion) shall be immediately canceled as of the date of Separation from Service.
(b) Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
“Cause” shall be defined as that term is defined in the Grantee’s offer letter, severance agreement or other applicable employment agreement; or, if there is no such definition, “Cause” means any conduct of a Grantee contained in the following list: (i) the Grantee engaging in fraud, embezzlement, or theft in connection with the Grantee’s duties or in the course of his or her employment; (ii) an act or
| 5 | ||||
| PSU Award |
omission by the Grantee that is willfully or grossly negligent, contrary to the Corporation’s or employing Subsidiary’s established policies or practices, or materially harmful to the Corporation’s or any Subsidiary’s business or reputation or to the business of the Corporation’s or any Subsidiary’s customers or suppliers as it relates to the Corporation or such Subsidiary; (iii) the Grantee’s plea of no contest to, or conviction of, a felony; (iv) the Grantee’s substantial failure to perform his or her duties after receiving notice of the failure from the Corporation or employing Subsidiary, which failure has not been cured within thirty (30) days after the Grantee receives notice of the failure; or (v) the Grantee’s breach of any non-competition or confidentiality covenant between the Grantee and the Corporation or any Subsidiary.
“Disability” means “disability” as defined from time to time under any long-term disability plan of the Company or Subsidiary with which the Grantee is employed. Notwithstanding the foregoing, if this Award constitutes nonqualified deferred compensation within the meaning of Section 409A(d) of the Code and provides for an accelerated payment in connection with any Disability, Disability shall have the same meaning as set forth in any regulations, revenue procedure, revenue rulings or other pronouncements issued by the Secretary of the United States Treasury pursuant to Section 409A of the Code, applicable to such arrangements.
“Good Reason” shall be defined as that term is defined in the Grantee’s offer letter, severance agreement or other applicable employment agreement; or, if there is no such definition, “Good Reason” means the Grantee’s Separation from Service following the initial existence of one or more of the following conditions without the consent of the Grantee: (i) a material diminution in the Grantee’s base compensation; (ii) a material diminution in the Grantee’s authority, duties, or responsibilities; or (iii) a material change in the geographic location at which the Grantee must perform the services; provided, however, that a relocation of less than fifty (50) miles from the Grantee’s then present location will not be considered a material change in geographic location. For a Separation from Service to be considered for Good Reason, the Grantee must provide notice to the Corporation of the existence of the condition described above within thirty (30) days of the initial existence of the condition, upon the notice of which the Corporation has thirty (30) days to remedy the condition. If the condition is not remedied by the Corporation within thirty (30) days of the notice, the Grantee must have a Separation from Service within thirty (30) days after the failure to remedy the condition.
| 6 | ||||
| PSU Award |
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD
The Restricted Stock Unit Award (the “Award”) granted by Ampco-Pittsburgh Corporation (the “Corporation”) to the Grantee specified in the Notice of Grant of Restricted Stock Unit Award (the “Notice”) to which these Terms and Conditions of Restricted Stock Unit Award (the “Terms”) are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms. Together, the Notice, these Terms and all Exhibits to the Notice and these Terms constitute the “Agreement.” A prospectus describing the Plan has been delivered to the Grantee. The Plan itself is available upon request. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). For purposes of this Agreement, any reference to the Corporation shall include a reference to any Subsidiary.
| 1. | Grant of Units. |
(a) As of the Grant Date set forth in the Notice, the Corporation grants to the Grantee the number of Restricted Stock Units (“Units”) set forth in the Notice. Each Unit represents the right to receive one share of Stock at a future date after the Unit has become earned and vested, subject to the terms and conditions of this Agreement.
(b) The Units covered by this Award shall become earned and vested in accordance with the schedule set forth in the Notice. Each earned and vested Unit shall be settled on the date(s) specified in the Notice by issuance of one share of Common Stock on or as soon as administratively practicable (but no more than 75 days) after the applicable vesting and/or settlement date specified in the Notice, subject to the requirements of Section 4 (Responsibility for Taxes), Section 6 (Regulatory Restrictions on the Shares Issued Upon Settlement) and Section 7(k) (Recovery of Compensation) of this Agreement.
(c) Units constitute an unfunded and unsecured obligation of the Corporation. The Grantee shall not have any rights of a stockholder of the Corporation with respect to the shares of Common Stock underlying the Units unless and until the Units become earned and vested and are settled by the issuance of shares of Common Stock. Upon issuance of shares of Common Stock in connection with the settlement of vested Units, the Grantee shall be the record owner of the shares of Common Stock unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Corporation (including voting rights).
(d) The Grantee may designate a Beneficiary to receive payment in connection with the Units in the event of the Grantee’s death in accordance with the Corporation’s beneficiary designation procedures, as in effect from time to time. If the Grantee does not designate a beneficiary, or if the Grantee’s designated Beneficiary does not survive the Grantee, then the Grantee’s Beneficiary will be the Grantee’s estate.
(e) Units earned will receive dividend equivalents paid in cash (without interest) based on the dividend rates in effect during the Performance Period applied to the number of Units the Grantee earns, which will be subject to the performance goals and vesting provisions set forth in the Notice. Cash dividend equivalents accrued on the earned Units will be paid in cash on or about the same time the earned Units are settled and paid.
| 2. | Restrictions. Subject to any exceptions set forth in this Agreement, until such time as the Units become earned and vested and are settled in shares of Common Stock in accordance with Section 1, the Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold |
| 1 | ||||
| PSU Standard Terms |
| or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Units will be forfeited by the Grantee and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Corporation. |
| 3. | Cancellation of Rights. If any portion of the Units fail to become earned and vested (for example, because the Grantee fails to satisfy the vesting conditions specified in the Notice prior to a Separation from Service), then such Units shall be immediately forfeited as of the date of such failure and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Corporation. |
| 4. | Responsibility for Taxes. |
(a) Regardless of any action the Corporation takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Corporation (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Units or the subsequent sale of shares of Common Stock acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.
(b) Prior to vesting of the Units, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation to satisfy all minimum withholding obligations of the Corporation. In this regard, the Grantee authorizes the Corporation to withhold all applicable minimum Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Corporation or from proceeds of the sale of the shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Corporation may (i) sell or arrange for the sale of shares of Common Stock that the Grantee acquires to meet the minimum withholding obligation for Tax-Related Items, and/or (ii) withhold shares of Common Stock, provided that the Corporation only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, the Grantee shall pay to the Corporation any amount of Tax-Related Items that the Corporation may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned and vested Units if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 4.
| 5. | Grantee Representations. The Grantee hereby represents to the Corporation that the Grantee has read and fully understands the provisions of this Agreement, the prospectus and the Plan, and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this Award. |
| 6. | Regulatory Restrictions on the Shares Issued Upon Settlement. Notwithstanding the other provisions of this Agreement, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of shares of Common Stock with respect to this Award unless and until the Committee determines that such issuance complies with (i) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock |
| 2 | ||||
| PSU Standard Terms |
| exchange on which the Common Stock is listed, (iii) any applicable Corporation policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable. |
| 7. | Miscellaneous. |
(a) Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Corporation may notify the Grantee from time to time; and to the Grantee at the Grantee’s electronic mail or postal address as shown on the records of the Corporation from time to time, or at such other electronic mail or postal address as the Grantee, by notice to the Corporation, may designate in writing from time to time.
(b) Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
(c) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof. Any prior agreements, commitments or negotiations concerning the Award are superseded.
(d) Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.
(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law, and applicable federal law.
(f) Venue. Any arbitration, legal or equitable action or any proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from the Agreement, or any provision hereof, shall exclusively be filed and adjudicated in the County of Allegheny, Pennsylvania and no other venue.
(g) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
(h) Conflicts; Amendment. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. This Agreement may be amended at any time by the Committee, provided that no amendment may, without the consent of the Grantee, materially impair the Grantee’s rights with respect to the Award. The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or interpretation of the Plan, the Award, and the Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Corporation and the Grantee.
| 3 | ||||
| PSU Standard Terms |
(i) No Right to Continued Employment. Nothing in this Agreement shall confer upon the Grantee any right to continue in the employ or service of the Corporation or affect the right of the Corporation to terminate the Grantee’s employment or service at any time.
(j) Further Assurances. The Grantee agrees, upon demand of the Corporation or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Corporation or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Plan.
(k) Recovery of Compensation. The Award is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the Corporation to implement such requirements, and (iii) the Corporation’s Clawback Policy, as in effect from time to time, all to the extent determined by the Committee to be applicable to the Grantee.
(l) Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
| 4 | ||||
| PSU Standard Terms |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/16/17 | |||
| For Period end: | 12/31/16 | SD | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Ampco Pittsburgh Corp. 10-K 12/31/23 138:21M Donnelley … Solutions/FA 5/18/23 Ampco Pittsburgh Corp. S-8 5/18/23 7:600K Donnelley … Solutions/FA 3/21/23 Ampco Pittsburgh Corp. 10-K 12/31/22 144:31M Donnelley … Solutions/FA 3/17/22 Ampco Pittsburgh Corp. 10-K 12/31/21 139:25M ActiveDisclosure/FA 5/13/21 Ampco Pittsburgh Corp. S-8 5/13/21 5:156K Donnelley … Solutions/FA 3/26/21 Ampco Pittsburgh Corp. 10-K 12/31/20 140:22M ActiveDisclosure/FA 8/13/20 Ampco Pittsburgh Corp. S-1/A 12:1.1M Broadridge Fin’l So… Inc |