Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 1.65M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 39K
7: EX-10.15 Material Contract HTML 64K
8: EX-10.16 Material Contract HTML 44K
9: EX-10.17 Material Contract HTML 69K
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4: EX-10.8 Material Contract HTML 58K
5: EX-10.8.1 Material Contract HTML 26K
6: EX-10.9 Material Contract HTML 78K
11: EX-21.1 Subsidiaries List HTML 32K
12: EX-23.1 Consent of Experts or Counsel HTML 31K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
51: R1 Cover Page HTML 90K
102: R2 Consolidated Balance Sheets HTML 117K
72: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
35: R4 Consolidated Statements of Operations HTML 73K
52: R5 Consolidated Statements of Comprehensive Loss HTML 49K
103: R6 Consolidated Statements of Stockholders' Equity HTML 93K
73: R7 Consolidated Statements of Cash Flows HTML 143K
37: R8 Organization HTML 37K
48: R9 Summary of Significant Accounting Policies HTML 182K
30: R10 DoD Contracts with DLA Disposition Services HTML 36K
46: R11 Acquisition HTML 57K
106: R12 Property and Equipment HTML 59K
75: R13 Goodwill HTML 75K
31: R14 Intangible Assets HTML 78K
47: R15 Commitments and Contingencies HTML 54K
107: R16 The 401(k) Benefit Plan HTML 32K
76: R17 Income Taxes HTML 158K
33: R18 Equity Transactions HTML 214K
45: R19 Fair Value Measurement HTML 46K
99: R20 Defined Benefit Pension Plan HTML 180K
90: R21 Business Realignment Expenses HTML 91K
28: R22 Legal Proceedings HTML 31K
66: R23 Segment Information HTML 165K
100: R24 Quarterly Results (Unaudited) HTML 86K
91: R25 Schedule Ii - Valuation and Qualifying Accounts HTML 72K
29: R26 Summary of Significant Accounting Policies HTML 249K
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67: R27 Summary of Significant Accounting Policies HTML 120K
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98: R28 Acquisition (Tables) HTML 54K
92: R29 Property and Equipment (Tables) HTML 57K
74: R30 Goodwill (Tables) HTML 72K
104: R31 Intangible Assets (Tables) HTML 79K
53: R32 Commitments and Contingencies (Tables) HTML 74K
36: R33 Income Taxes (Tables) HTML 156K
71: R34 Equity Transactions (Tables) HTML 214K
101: R35 Fair Value Measurement (Tables) HTML 37K
49: R36 Defined Benefit Pension Plan (Tables) HTML 189K
34: R37 Business Realignment Expenses (Tables) HTML 88K
70: R38 Segment Information (Tables) HTML 171K
105: R39 Quarterly Results (Unaudited) (Tables) HTML 86K
89: R40 Organization (Details) HTML 37K
96: R41 Summary of Significant Accounting Policies - HTML 34K
Short-term Investments (Details)
62: R42 Summary of Significant Accounting Policies - HTML 32K
Inventory (Details)
23: R43 Summary of Significant Accounting Policies - Other HTML 54K
Assets (Details)
88: R44 Summary of Significant Accounting Policies - PP&E HTML 56K
(Details)
95: R45 Summary of Significant Accounting Policies - HTML 38K
Intangible Assets and Impairment of Long-Lived
Assets (Details)
61: R46 Summary of Significant Accounting Policies - HTML 31K
Deferred Revenue (Details)
22: R47 Summary of Significant Accounting Policies - HTML 32K
Performance Obligations (Details)
86: R48 Summary of Significant Accounting Policies - HTML 39K
Contract Assets and Liabilities (Details)
97: R49 Summary of Significant Accounting Policies - HTML 50K
Concentration (Details)
113: R50 Summary of Significant Accounting Policies - HTML 31K
Income Taxes (Details)
81: R51 Summary of Significant Accounting Policies - HTML 43K
Stock-Based Compensation (Details)
38: R52 Summary of Significant Accounting Policies - HTML 51K
Advertising Costs and AOCI (Details)
54: R53 Summary of Significant Accounting Policies - HTML 92K
Accounting Standards Adopted (Details)
114: R54 DoD Contracts with DLA Disposition Services HTML 52K
(Details)
82: R55 Acquisition - Narrative (Details) HTML 80K
39: R56 Acquisition - Purchase Price Allocation (Details) HTML 59K
55: R57 Acquisition - Pro Forma (Details) HTML 35K
112: R58 Property and Equipment (Details) HTML 67K
83: R59 Goodwill - Narrative (Details) HTML 34K
25: R60 Goodwill - Schedule of Goodwill (Details) HTML 50K
64: R61 Intangible Assets - Narrative (Details) HTML 64K
93: R62 Intangible Assets - Future Amortization (Details) HTML 47K
84: R63 Commitments and Contingencies (Details) HTML 86K
26: R64 The 401(k) Benefit Plan (Details) HTML 31K
65: R65 Income Taxes - Provision (Details) HTML 58K
94: R66 Income Taxes - Deferred Tax Assets (Details) HTML 84K
85: R67 Income Taxes - Reconciliation (Details) HTML 60K
27: R68 Income Taxes - CarryForwards (Details) HTML 90K
63: R69 Equity Transactions - Narrative (Details) HTML 118K
58: R70 Equity Transactions - Stock Compensation Expense HTML 40K
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43: R71 Equity Transactions - Stock Option Activity HTML 93K
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79: R72 Equity Transactions - Fair Value (Details) HTML 72K
110: R73 Equity Transactions - Restricted Stock Units and HTML 81K
Restricted Stock Awards (Details)
57: R74 Equity Transactions - Stock Appreciation Rights HTML 87K
Activity (Details)
42: R75 Fair Value Measurement - Changes in Level 3 Assets HTML 37K
(Details)
78: R76 Fair Value Measurement - Narrative (Details) HTML 41K
109: R77 Defined Benefit Pension Plan - Additional HTML 151K
Information (Details)
60: R78 Defined Benefit Pension Plan - Fair Value HTML 78K
Estimates (Details)
40: R79 Business Realignment Expenses (Details) HTML 55K
59: R80 Segment Information - Narrative (Details) HTML 50K
44: R81 Segment Information - Schedule of Reportable HTML 83K
Segments (Details)
80: R82 Segment Information - Reconciliation from Segments HTML 44K
to Consolidated (Details)
111: R83 Segment Information - Schedule of Total Segment HTML 44K
Assets (Details)
56: R84 Segment Information - Schedule of Revenues by HTML 41K
Country (Details)
41: R85 Segment Information - Schedule of Total Long-Lived HTML 37K
Assets by Geographical Location (Details)
77: R86 Quarterly Results (Unaudited) (Details) HTML 50K
108: R87 Schedule Ii - Valuation and Qualifying Accounts HTML 45K
(Details)
50: R9999 Uncategorized Items - lqdt-20190930.htm HTML 30K
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SECOND AMENDED AND RESTATED 2006 OMNIBUS LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT
Unless otherwise defined herein, capitalized terms used in this Notice of Restricted Stock Unit Grant (“Notice of Grant”) have the meaning set forth in the Liquidity Services, Inc. Second Amended and Restated 2006 Omnibus Long-Term Incentive Plan (the “Plan”).
FOR GOOD AND VALUABLE CONSIDERATION, Liquidity Services, Inc. (the “Company”),
hereby grants to Grantee named below the number of restricted stock units (the “Restricted Stock Units”) specified below (the “Award”). Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, par value $0.001, upon the terms and subject to the conditions set forth in this Notice of Grant, the Plan and the Standard Terms and Conditions attached hereto as Exhibit A (the “Standard Terms and Conditions”) adopted under such Plan and provided to Grantee, each as amended from time to time. The Award is subject to the conditions set forth in this Notice of Grant, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject
to and qualified in its entirety by the Standard Terms and Conditions.
Name of Grantee:
[________]
Grant Date:
[________]
Number of Restricted Stock Units:
[________]
Vesting Schedule:
The Restricted Stock Units subject to this Award shall vest as follows, subject to Grantee's continuing to serve as a Service Provider through the applicable date: See Exhibit B
In
the event of a Corporate Transaction, Section 17.3 of the Plan shall determine the impact of the Corporate Transaction on this Award.
By accepting this Notice of Grant, Grantee acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Notice of Grant, the Plan and the Standard Terms and Conditions.
STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to any Award of Restricted Stock
Units (the “Restricted Stock Units”) granted to an employee of the Company under the Liquidity Services, Inc. Second Amended and Restated 2006 Omnibus Long-Term Incentive (the “Plan”), which are evidenced by a Notice of Grant or an action of the Committee that specifically refers to these Standard Terms and Conditions. Unless otherwise defined herein, capitalized terms used in these Standard Terms and Conditions have the meaning set forth in Plan.
1.TERMS OF RESTRICTED STOCK UNITS
Liquidity Services, Inc., a Delaware corporation (the “Company”), has granted to the Grantee named in the Notice of Grant provided to said Grantee herewith (the
“Notice of Grant”) an award of a number of Restricted Stock Units (the “Award”) with each Restricted Stock Unit representing the right to receive one share of the Company’s common stock, $0.001 par value per share specified in the Notice of Grant. The Award is subject to the terms and conditions set forth in the Notice of Grant, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Notice of Grant, any reference to the Company shall, unless the context requires otherwise, include a reference to any Subsidiary, as such term is defined in the Plan.
1.VESTING
OF RESTRICTED STOCK UNITS
The Award shall not be vested as of the Grant Date set forth in the Notice of Grant and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Notice of Grant and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Notice of Grant with respect to that number of Restricted Stock Units as set forth in the Notice of Grant. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested RSUs.” Vested RSUs shall be settled by the delivery of Stock. Notwithstanding anything contained in these Standard Terms and Conditions
or the Plan to the contrary, if the Grantee’s Service terminates for any reason, any then Unvested RSUs held by the Grantee shall be forfeited and canceled as of the date of such termination of Service.
1.GRANTEE’S RIGHTS AS A STOCKHOLDER WITH RESPECT TO RESTRICTED STOCK UNITS
The Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the
Company in respect of any Restricted Stock Units unless and until shares of Stock settled for such Restricted Stock Units shall have been issued by the Company to Grantee (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). For avoidance of doubt, there shall not be any dividend or dividend equivalent rights with respect to Unvested RSUs.
1.CORPORATE TRANSACTION
In the event of a Corporate Transaction, Section 17.3 of the Plan shall determine the impact of the Corporate Transaction on this Award.
1.RESTRICTIONS ON RESALES OF STOCK
The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Grantee or other subsequent transfers by the Grantee of any shares of Stock issued pursuant to Vested RSUs, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
1.INCOME TAXES
The Company shall not deliver shares of Stock in respect of any Vested RSUs unless and until the Grantee has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations. Unless the Grantee pays the withholding tax obligations to the Company by cash or check in connection with the settlement of Vested RSUs, withholding shall be effected by withholding Stock issuable in connection with the settlement of the Vested
RSUs (provided that shares of Stock may be withheld only to the extent that such withholding will not result in adverse accounting treatment for the Company). The Company shall have the right to deduct any taxes required to be withheld by law from any amounts paid by it to the Grantee (including, without limitation, future cash wages).
1.NON-TRANSFERABILITY OF AWARD
The Grantee understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.
1.THE
PLAN AND OTHER AGREEMENTS
In addition to these Terms and Conditions, the Award shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. In the event of a conflict between the terms and conditions of these Standard Terms and Condition and the Plan, the Plan controls.
Subject to the next paragraph, the Notice of Grant, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Grantee and the Company regarding the Award, and any prior agreements, commitments or negotiations concerning the Award are superseded.
Nothing
in the Plan, in the Notice of Grant, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Grantee any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Grantee’s employment at any time for any reason.
1.SEVERABILITY.
In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions
shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
1.HEADINGS.
The headings preceding the text of the sections hereof are inserted solely for convenience of reference and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.
1.FURTHER ASSURANCES.
Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.
1.BINDING EFFECT.
These Standard Terms and Conditions shall inure to the
benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
1.ELECTRONIC DELIVERY
By executing the Notice of Grant, the Grantee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.
EXHIBIT
B
Performance-Based Vesting Schedule – Liquidity Services, Inc.
This Award shall vest based on the Company’s “total stockholder return” following the Grant Date over a four-year performance period ending [________] (the “Performance Period”). For purposes hereof, “total stockholder return” shall mean the Company’s stock price appreciation over the Performance Period, plus the value of any dividends paid per share of Stock during the Performance Period. Appropriate adjustments will be made with respect to changes in the Company’s Stock occurring during the Performance
Period in the same manner as implemented in accordance with Section 17 of the Plan.
The Company’s Stock price at the beginning of the Performance Period is [________], which is equal to the closing price of a share of Stock on the Grant Date (the “Beginning Stock Price”).
On [________] and on each [________], [________], [________] and [________] occurring thereafter during the Performance Period (each such date a “Measurement Date”), the Company’s Stock price shall be measured based on the average closing price of a share of Stock over the 20 trading days preceding such Measurement Date. In the event that the Stock price on any such Measurement Date (plus dividends
paid through the Measurement Date) increases as compared to the Beginning Stock Price as set forth in the table below, the corresponding percentage of the total Award shall vest as of the applicable Measurement Date (including vesting of all lower percentage levels to the extent not already vested), subject in each case to your continued Service as of the applicable Measurement Date:
Share Price Increase
Percentage of Award Vesting
Cumulative % Vested
20%
20%
20%
40%
20%
40%
60%
20%
60%
80%
20%
80%
100%
20%
100%
In
no event shall more than 100% of the Award become vested and in no event shall any portion of the Award vest after the last Measurement Date in the Performance Period.
In the event that any or all of the Restricted Stock Units subject to this Award do not vest due to the failure to achieve the requisite Share Price Increase during the Performance Period, any such Restricted Stock Unit which remains unvested will be forfeited and any shares reserved under the Plan with respect to such unvested Restricted Stock Units shall be available for award under the Plan.
