SEC Info - Trupanion, Inc. - ‘10-K’ for 12/31/18

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Trupanion, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.23’

On: Thursday, 2/14/19, at 4:12pm ET · For: 12/31/18 · Accession #: 1371285-19-39 · File #: 1-36537

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/14/19  Trupanion, Inc.                   10-K       12/31/18  102:12M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.96M 
 2: EX-10.19    Material Contract                                   HTML     35K 
 3: EX-10.20    Material Contract                                   HTML     38K 
 4: EX-10.21    Material Contract                                   HTML     32K 
 5: EX-10.22    Material Contract                                   HTML     29K 
 6: EX-10.23    Material Contract                                   HTML     32K 
 7: EX-21.1     Subsidiaries List                                   HTML     27K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     29K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
19: R1          Document and Entity Information Document            HTML     55K 
20: R2          Consolidated Statement of Operations                HTML     64K 
21: R3          Consolidated Statement of Comprehensive Income      HTML     39K 
                Statement                                                        
22: R4          Consolidated Balance Sheet                          HTML    107K 
23: R5          Consolidated Balance Sheet Condensed Consolidated   HTML     51K 
                Balance Sheet Parentheticals                                     
24: R6          Consolidated Statement of Stockholders' Equity      HTML     79K 
                Statement                                                        
25: R7          Consolidated Statement of Cash Flows                HTML    121K 
26: R8          Condensed Consolidated Balance Sheet                HTML     57K 
                Parentheticals                                                   
27: R9          Net Loss per Share                                  HTML     37K 
28: R10         Property Plant and Equipment (Notes)                HTML     42K 
29: R11         Intangible Assets (Notes)                           HTML     56K 
30: R12         Investment Securities (Notes)                       HTML     99K 
31: R13         Other Investments (Notes)                           HTML     32K 
32: R14         Fair Value                                          HTML     80K 
33: R15         Commitment and Contingencies                        HTML     61K 
34: R16         Claims Reserve (Notes)                              HTML    264K 
35: R17         Debt                                                HTML     33K 
36: R18         Stock-based Compensation                            HTML    122K 
37: R19         Real Estate (Notes)                                 HTML     49K 
38: R20         Stockholder's Equity (Notes)                        HTML     32K 
39: R21         Segments                                            HTML     88K 
40: R22         Dividend Restrictions Statutory Surplus (Notes)     HTML     44K 
41: R23         Income Taxes (Notes)                                HTML    135K 
42: R24         Retirement Plan (Notes)                             HTML     30K 
43: R25         Quarterly Financial Information (Notes)             HTML     74K 
44: R26         Schedule 1-Parent Only Disclosures [Schedule]       HTML    200K 
                (Notes)                                                          
45: R27         Nature of Operations and Summary of Significant     HTML    264K 
                Accounting Policies (Policies)                                   
46: R28         Other Investments details (Policies)                HTML     34K 
47: R29         Net Loss per Share (Tables)                         HTML     37K 
48: R30         Property Plant and Equipment (Tables)               HTML     41K 
49: R31         Investment Securities Available-for-Sale (Tables)   HTML    101K 
50: R32         Fair Value (Tables)                                 HTML     75K 
51: R33         Commitment and Contingencies (Tables)               HTML     71K 
52: R34         Claims Reserve (Tables)                             HTML    202K 
53: R35         Stock-based Compensation (Tables)                   HTML    131K 
54: R36         Real Estate (Tables)                                HTML     50K 
55: R37         Segments (Tables)                                   HTML     89K 
56: R38         Dividend Restrictions Statutory Surplus (Tables)    HTML     40K 
57: R39         Income Taxes (Tables)                               HTML    136K 
58: R40         Quarterly Financial Information (Tables)            HTML     74K 
59: R41         Nature of Operations and Summary of Significant     HTML     76K 
                Accounting Policies Narrative (Details)                          
60: R42         Net Loss per Share (Details) Schedule of            HTML     42K 
                Antidilutive Securities Excluded from Computation                
                of Earnings Per Share                                            
61: R43         Property Plant and Equipment (Details)              HTML     48K 
62: R44         Nature of Operations and Summary of Significant     HTML     34K 
                Accounting Policies Deferred Acquisition Costs                   
                (Details)                                                        
63: R45         Nature of Operations and Summary of Significant     HTML     42K 
                Accounting Policies Rental Income (Details)                      
64: R46         Nature of Operations and Summary of Significant     HTML     41K 
                Accounting Policies Property, Plant, and                         
                Equipment, Useful Life (Details)                                 
65: R47         Intangible Assets (Details)                         HTML     56K 
66: R48         Investment Securities (Details) Investment          HTML     63K 
                Schedule                                                         
67: R49         Investment Securities (Details) Available-for-Sale  HTML     39K 
68: R50         Other Investments (Details)                         HTML     40K 
69: R51         Fair Value (Details) Unobservable                   HTML     71K 
70: R52         Commitment and Contingencies (Details) Narrative    HTML     39K 
71: R53         Commitment and Contingencies Commitments and        HTML     73K 
                Contingencies (Details)                                          
72: R54         Claims Reserve (Details)                            HTML     70K 
73: R55         Claims Reserve Cumulative claims paid and claims    HTML     64K 
                adjustment expenses (Details)                                    
74: R56         Claims Reserve Incurred claims and claim            HTML     55K 
                adjustment expense (Details)                                     
75: R57         Debt (Details) Narrative                            HTML     50K 
76: R58         Stock-based Compensation (Details) Narrative        HTML     45K 
77: R59         Stock-based Compensation Expense Category           HTML     50K 
                (Details)                                                        
78: R60         Stock-based Compensation Valuation Assumptions      HTML     43K 
                (Details)                                                        
79: R61         Stock-based Compensation Option Activity (Details)  HTML     72K 
80: R62         Stock-based Compensation Options Granted (Details)  HTML     32K 
81: R63         Stock-based Compensation Restricted Stock Awards    HTML     53K 
                (Details)                                                        
82: R64         Real Estate (Details)                               HTML     47K 
83: R65         Real Estate Purchase Price Allocation, Real Estate  HTML     38K 
                (Details)                                                        
84: R66         Real Estate Property, Plant, and Equipment, Useful  HTML     32K 
                Life (Details)                                                   
85: R67         Stockholder's Equity Narrative (Details)            HTML     40K 
86: R68         Segments (Details) Business Segment                 HTML     60K 
87: R69         Segments (Details) Revenue by Geography             HTML     38K 
88: R70         Dividend Restrictions Statutory Surplus (Details)   HTML     41K 
89: R71         Income Taxes Income before taxes (Details)          HTML     34K 
90: R72         Income Taxes Income tax benefits (Details)          HTML     49K 
91: R73         Income Taxes Tax Rate Reconciliation (Details)      HTML     56K 
92: R74         Income Taxes Deferred tax assets and liabilities    HTML    101K 
                (Details)                                                        
93: R75         Income Taxes Unrecognized Tax Benefits (Details)    HTML     43K 
94: R76         Retirement Plan Details (Details)                   HTML     29K 
95: R77         Quarterly Financial Information (Details)           HTML     68K 
96: R78         Schedule 1-Parent Only Disclosures [Schedule]       HTML     76K 
                Condensed Statement of Comprehensive Loss                        
                (Details)                                                        
97: R79         Schedule 1-Parent Only Disclosures [Schedule]       HTML    107K 
                Condensed Balance Sheet (Details)                                
98: R80         Schedule 1-Parent Only Disclosures [Schedule]       HTML    120K 
                Condensed Statements of Cash Flows (Details)                     
100: XML         IDEA XML File -- Filing Summary                      XML    171K  
18: XML         XBRL Instance -- a10-k2018_htm                       XML   3.03M 
99: EXCEL       IDEA Workbook of Financial Reports                  XLSX    101K 
14: EX-101.CAL  XBRL Calculations -- trup-20181231_cal               XML    263K 
15: EX-101.DEF  XBRL Definitions -- trup-20181231_def                XML    631K 
16: EX-101.LAB  XBRL Labels -- trup-20181231_lab                     XML   1.74M 
17: EX-101.PRE  XBRL Presentations -- trup-20181231_pre              XML   1.15M 
13: EX-101.SCH  XBRL Schema -- trup-20181231                         XSD    172K 
101: JSON        XBRL Instance as JSON Data -- MetaLinks              383±   603K  
102: ZIP         XBRL Zipped Folder -- 0001371285-19-000039-xbrl      Zip    387K

‘EX-10.23’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.23

Trupanion Compensation Policies

Change of Control Policy for Select Officers and Key Leaders

In a situation where there is a Change of Control of Trupanion, certain “covered” executives may leave involuntarily (termination without cause). A Change of Control Severance policy provides a fair framework for these covered terminations if the termination event occurs within 6 months prior to or 24 months following the Change of Control (Change of Control is defined in Appendix A). The catalog of covered and non-covered termination events is set forth in Appendix B. This select group of covered executives is set forth in Appendix C and the committee will update this list during quarterly meetings as needed.

Upon a covered executive’s covered termination within the timeframe set forth above, the covered executive will receive severance, welfare benefits and equity acceleration as follows:

Related to the severance payments, the CEO and other key senior leaders will receive 12 months of their then current base salary and target bonus.

In addition, all covered executives upon a covered termination will receive the cash value of any equity earned but not yet issued (calculated on a full year, prorated for partial year of service), as determined in accordance with the intrinsic value plan by the Compensation Committee in its sole discretion. Covered executives who are not subject to a covered termination event will either have their equity awards earned but not yet issued replaced by substantially similar awards issued by the acquirer, or receive the cash value of awards earned but not yet issued, as described above.

Upon separation, covered executives will receive a lump sum payment equal to their severance amount, adjusted as necessary for the effect of 280G as discussed below. This would be paid within sixty (60) days of separation.

Related to welfare benefits, the Company will provide the covered executives with continued coverage under the Company’s group health insurance plan (or its cash equivalent) at no cost to the covered executive for 12 months.

For equity, all unvested time-based equity awards shall vest on the termination date of the covered executive.

If any total payment determined by this policy would result in an “excess parachute payment” (as defined by Section 280G of the internal revenue code), then the Company would reduce the payment to produce a payment value that would maximize the “net after-tax amount” payable to the covered executive.

As with ongoing severance, these benefits are subject to the covered executive executing a valid separation agreement containing a full and unconditional release of Trupanion or its successor of any claims by the covered executive.

In a Change of Control, the Company shall require any successor to the Company or its assets to expressly and unconditionally assume this policy in writing and honor the obligations of the Company under this policy.

Appendix A (Change of Control Definition)

"Change of Control" has the meaning ascribed to a “Corporate Transaction” in the Company’s 2014 Equity Incentive Plan.

Appendix B (Covered and Non-Covered Termination Events)

The types of terminations that are covered by this policy are “involuntary” terminations without cause (meaning it is Trupanion’s decision to terminate).

Other types of termination are not covered by this policy, including: voluntary termination with good reason, voluntary termination (executive decision without a good reason), termination for cause (willful or gross neglect of job duties, willful disregard for the code of conduct or willful disregard for the team member handbook), death, disability, and retirement.

Appendix C (Covered Executives)


▪	Chief Executive Officer


▪	Chief Financial Officer


▪	Chief Strategy Officer


▪	Chief Revenue Officer


▪	Chief Member Experience Officer


▪	General Counsel


▪	Head of Veterinary Business


▪	Head of People Operations

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/23  Trupanion, Inc.                   10-K       12/31/22  104:12M
 2/17/22  Trupanion, Inc.                   10-K       12/31/21  104:11M
 2/12/21  Trupanion, Inc.                   10-K       12/31/20  101:12M
 6/11/19  SEC                               UPLOAD¶     7/10/19    2:45K  Trupanion, Inc.
 6/06/19  SEC                               UPLOAD¶     7/10/19    2:42K  Trupanion, Inc.
 5/02/19  SEC                               UPLOAD¶     7/10/19    2:46K  Trupanion, Inc.

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