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As Of Filer Filing For·On·As Docs:Size 2/27/20 Spok Holdings, Inc 10-K 12/31/19 83:8.1M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 897K 2: EX-10.12 Material Contract HTML 24K 3: EX-10.16 Material Contract HTML 45K 4: EX-23 Consent of Experts or Counsel HTML 23K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 25K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 25K 76: R1 Document and Entity Information HTML 57K 34: R2 Consolidated Balance Sheets HTML 137K 26: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K 52: R4 Consolidated Statements of Operations HTML 77K 77: R5 Consolidated Statements of Comprehensive Loss HTML 41K 35: R6 Consolidated Statements of Stockholders' Equity HTML 86K 27: R7 Consolidated Statements of Cash Flows HTML 101K 54: R8 Organization and Significant Accounting Policies HTML 88K 74: R9 Recent and Pending Accounting Standards HTML 28K 80: R10 Revenue, Deferred Revenue and Prepaid Commissions HTML 95K 58: R11 Leases HTML 48K 23: R12 Consolidated Financial Statements' Components HTML 67K 33: R13 Goodwill and Intangible Assets, Net HTML 50K 78: R14 Asset Retirement Obligations HTML 56K 57: R15 Stockholders' Equity HTML 122K 22: R16 Income Taxes HTML 124K 32: R17 Commitments and Contingencies HTML 36K 81: R18 Employee Benefit Plans HTML 29K 56: R19 Related Parties HTML 27K 21: R20 Selected Quarterly Financial Information HTML 58K (Unaudited) 50: R21 Valuation and Qualifying Accounts HTML 44K 72: R22 Organization and Significant Accounting Policies HTML 140K (Policies) 66: R23 Revenue, Deferred Revenue and Prepaid Commissions HTML 89K (Tables) 20: R24 Leases (Tables) HTML 49K 48: R25 Consolidated Financial Statements' Components HTML 65K (Tables) 71: R26 Goodwill and Intangible Assets, Net (Tables) HTML 52K 65: R27 Asset Retirement Obligations (Tables) HTML 55K 19: R28 Stockholders' Equity (Tables) HTML 120K 51: R29 Income Taxes (Tables) HTML 122K 37: R30 Commitments and Contingencies (Tables) HTML 32K 24: R31 Selected Quarterly Financial Information HTML 58K (Unaudited) (Tables) 53: R32 Organization and Significant Accounting Policies - HTML 52K Additional Information (Details) 73: R33 Recent and Pending Accounting Standards (Details) HTML 36K 38: R34 Revenue, Deferred Revenue and Prepaid Commissions HTML 37K - Additional Details (Details) 25: R35 Revenue, Deferred Revenue and Prepaid Commissions HTML 62K - Schedule of Revenue (Details) 55: R36 Revenue, Deferred Revenue and Prepaid Commissions HTML 34K - Deferred Revenue (Details) 75: R37 Revenue, Deferred Revenue and Prepaid Commissions HTML 30K - Deferred Commissions (Details) 36: R38 Revenue, Deferred Revenue and Prepaid Commissions HTML 30K - Performance Obligations (Details) 28: R39 Leases - Additional Information (Details) HTML 30K 44: R40 Leases - Lease Costs (Details) HTML 40K 15: R41 Leases - Lease Maturities (Details) HTML 42K 63: R42 Consolidated Financial Statements' Components - HTML 44K Depreciation, Amortization and Accretion (Details) 69: R43 Consolidated Financial Statements' Components - HTML 29K Accounts Receivable, net (Details) 46: R44 Consolidated Financial Statements' Components - 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Exhibit |
I. | Effective Date. The 2020 Short-Term Incentive Plan (the “Plan”) for Spok Holdings, Inc., was adopted by the Compensation Committee of the Board
of Directors (the “Compensation Committee”) of Spok Holdings, Inc., (the “Parent” or the “Company”), a Delaware corporation for the employees of Spok, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Parent (“Spok”) on December 17, 2020. The Plan is effective as of January 1, 2020 and supersedes and replaces all former management short-term incentive plans, including the Spok Holdings, Inc., 2019 Short-Term Incentive Plan. |
II. | Purpose. The Plan is designed to attract, motivate, retain and reward key employees for their performance during the calendar year, from January 1
through December 31, 2020 (the “Performance Period”). The Plan rewards key employees by allowing them to receive cash bonuses based on how well the Company performs against the performance objectives as set forth by the Compensation Committee and, as may be adjusted by the Compensation Committee in the event of a Change of Control or other corporate reorganization, merger, similar transaction, to take into account extraordinary events or as the Compensation Committee determines is in the best interests of the Company. In order for bonuses to be earned, the Company must meet the quantitative Performance Objectives and the Management by Objective (MBO) criteria
as by December 31, 2020. Performance Objectives are based solely on the consolidated performance of the Company. For clarity, Performance Objectives and the attainment thereof does not include revenue or expenses related to acquisitions or due diligence expenses occurring after the Effective Date of this Plan except as directed by the Compensation Committee. |
III. | Eligibility. Participation in the Plan is limited to those key employees who are selected for participation in the Plan by the Compensation Committee, in its sole discretion (each such individual, a “Participant”). Individuals
selected by the Compensation Committee to participate as of January 1, 2020 are listed on Exhibit A. Newly hired or promoted employees, or employees who otherwise become eligible to participate, who are selected to participate in the Plan after January 1, 2020 but before October 1, 2020 will participate in the Plan on a prorated basis based on the number of days worked during the performance period after becoming bonus eligible. Employees who are newly hired or promoted on or after October 1, 2020 will not be eligible to participate in the Plan. |
IV. | Target
Bonus. The target bonus for each Participant is based on a percentage of the Participant’s annual (or prorated, if applicable) salary as of January 1, 2020 (or date of hire or promotion to an eligible position, if later). The applicable percentage is determined by the Compensation Committee with respect to executives earning $250,000 or more and by the CEO for other management and need not be identical among Participants. The earned bonus may be greater than or less than the target bonus depending on the level at which the Performance Objectives are attained. |
V. | Payment of Earned Bonus. |
a. | Except
as provided herein, each earned bonus under the Plan will be calculated based on the attainment of the Performance Objectives and will be paid in a lump sum (subject to any required withholding for income and employment taxes) after the 2020 annual audit of the Parent’s consolidated financial statement has been completed and the Parent’s 2020 Annual Report on Form 10-K has been filed with the Securities and Exchange Commission but in no event later than December 31, 2021. |
b. | If the Participant involuntarily Separates from Service without Cause or due to disability or dies prior to December 31, 2020, he or she will be eligible to receive a prorated bonus
provided that the Company is on track to attain the Performance Objectives as reasonably determined by the Compensation Committee and provided further that, in the event Participant involuntarily Separates |
i. | For purposes of the Plan, “Separation from Service” shall have the meaning provided in the Treasury Regulations under section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), and “Separates from Service” shall have a consistent meaning. Unless otherwise defined in an employment agreement between the Participant and the Parent or the Company, for purposes of the Plan, “Cause” means (i) dishonesty of a material nature that relates to the performance of services for the Company by Participants; (ii) criminal conduct (other than minor infractions and traffic violations) that relates to the performance of services for the Company by Participant; (iii) the Participant’s willfully breaching or failing to perform his or her duties as an employee of the
Company (other than any such failure resulting from the Participant having a disability (as defined herein)), within a reasonable period of time after a written demand for substantial performance is delivered to the Participant by the Compensation Committee, which demand specifically identifies the manner in which the Compensation Committee believes that the Participant has not substantially performed his duties; or (iv) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Parent, Company or an Affiliate, monetarily or otherwise. No act or failure to act on the Participant’s part shall be deemed “willful” unless done, or omitted to be done; by the Participant not in good faith and without reasonable belief that such action or omission was in the reasonable best interests of the Parent, Company and Affiliates. For this purpose, “disability” means a condition or circumstance such that the Participant
has become totally and permanently disabled as defined or described in the Parent’s long term disability benefit plan applicable to executive officers as in effect at the time the Participant incurs a disability. |
c. | Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the time indicated in paragraph b above would not cause the Participant to incur an additional tax under Code section 409A (a)(2)(B)(i), in which case the bonus payment shall be paid
in a lump sum on the first day of the seventh month following the Participant’s Separation from Service. |
VI. | Forfeiture. Any Participant whose employment is terminated for Cause or who voluntarily Separates from Service prior to the date bonuses are paid shall forfeit any right to receive a bonus award. |
VII. | Clawback. The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation
actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan. |
VIII. | Administrator. The Compensation Committee shall administer the Plan in accordance with its terms, and shall have full discretionary power and authority to construe and interpret the Plan; to prescribe, amend and rescind rules and regulations, terms, and notices hereunder; and to make all other determinations necessary or advisable in its discretion for the administration of the Plan. Any actions of the Compensation Committee with respect to the Plan shall be conclusive
and binding upon all persons interested in the Plan. The Compensation Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Parent or the Company. |
IX. | Amendment; Termination. The Compensation Committee, in its sole discretion, without prior notice to Participants, may amend or terminate the Plan, or any part thereof, including the Performance Objectives as described in Section II,
at any time and for any reason, to the extent such action will not cause adverse tax consequences to a participant under Code section 409A. Any amendment or termination must be in writing and shall be communicated to all Participants. No award may be granted during any period of suspension or after termination of the Plan. |
X. | Miscellaneous. |
a. | No Rights as Employee. Nothing contained in this Plan or any documents relating to this Plan shall (a) confer on a Participant any right to
continue in the employ of the Company; (b) constitute any contract or agreement of employment; or (c) interfere in any way with the Company’s right to terminate the Participant’s employment at any time, with or without Cause. |
b. | Tax Withholding. To the extent required by applicable federal, state, local or foreign law, the Company shall withhold all applicable taxes (including,
but not limited to, the Participant’s FICA and Social Security obligations) from any bonus payment. |
c. | Transferability. A Participant may not sell, assign, transfer or encumber any of his or her rights under the Plan. |
d. | Unsecured General Creditor. Participants (or their beneficiary) may seek to enforce any rights or claims for payment under the Plan solely as an unsecured general creditor of the Parent or Spok. |
e. | Successors. This
Plan shall be binding upon and inure to the benefit of the Parent, Company and any successor to the Company and the Participant’s heirs, executors, administrators and legal representatives. |
f. | Code Section 409A. The Plan is intended to be a nonqualified deferred compensation plan within the meaning of Code section 409A and shall be interpreted to meet the requirements of Code section 409A. To the extent that any provision of the Plan would cause a conflict with the requirements of Code section 409A, or would cause the administration of the Plan to fail to satisfy Code section 409A, such provision
shall be deemed null and void to the extent permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular tax treatment to a Participant. |
g. | Governing Law. All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. |
h. | Integration. This document and each exhibit hereto represent the entire agreement and
understanding between the Company and the Participants and supersede any and all prior agreements or understandings, whether oral or written, with the Company relating to the subject matter covered by this Plan. |
i. | Severability. In case any provision of this Plan shall be held illegal or invalid, such illegality or invalidity shall be construed and enforced as if said illegal or invalid provision had never been inserted herein and shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced
as if any such illegal or invalid provision were not a part hereof. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/21 | ||||
12/31/20 | ||||
12/17/20 | ||||
10/1/20 | ||||
Filed on: | 2/27/20 | |||
1/1/20 | ||||
For Period end: | 12/31/19 | 10-K/A, 4 | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Spok Holdings, Inc. 10-K 12/31/23 85:8.7M 2/23/23 Spok Holdings, Inc. 10-K 12/31/22 84:9.2M 2/17/22 Spok Holdings, Inc. 10-K 12/31/21 83:10M 4/30/21 Spok Holdings, Inc. 10-K/A 12/31/20 15:1.2M 2/18/21 Spok Holdings, Inc. 10-K 12/31/20 84:9M |