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As Of Filer Filing For·On·As Docs:Size 2/24/20 Colfax Corp 10-K 12/31/19 136:22M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.70M 2: EX-4.8 Instrument Defining the Rights of Security Holders HTML 274K 5: EX-10.10 Material Contract HTML 52K 6: EX-10.12 Material Contract HTML 51K 7: EX-10.19 Material Contract HTML 36K 8: EX-10.21 Material Contract HTML 37K 9: EX-10.22 Material Contract HTML 36K 10: EX-10.40 Material Contract HTML 48K 3: EX-10.6 Material Contract HTML 65K 4: EX-10.8 Material Contract HTML 63K 11: EX-21.1 Subsidiaries List HTML 67K 12: EX-23.1 Consent of Experts or Counsel HTML 36K 13: EX-31.01 Certification -- §302 - SOA'02 HTML 43K 14: EX-31.02 Certification -- §302 - SOA'02 HTML 42K 15: EX-32.01 Certification -- §906 - SOA'02 HTML 36K 16: EX-32.02 Certification -- §906 - SOA'02 HTML 36K 121: R1 Cover Page HTML 101K 72: R2 Consolidated Statements of Income HTML 123K 35: R3 Consolidated Statements of Comprehensive (Loss) HTML 82K Income 100: R4 Consolidated Statements of Comprehensive (Loss) HTML 52K Income [Parenthetical] 122: R5 Consolidated Balance Sheets HTML 131K 74: R6 Consolidated Balance Sheets [Parenthetical] HTML 46K 37: R7 Consolidated Statements of Equity HTML 92K 103: R8 Consolidated Statements of Equity Consolidated HTML 37K Statements of Equity [Parenthetical] 120: R9 Consolidated Statements of Cash Flows HTML 153K 106: R10 General HTML 38K 124: R11 Summary of Significant Accounting Policies HTML 128K Accounting Policies 71: R12 Discontinued Operations HTML 133K 32: R13 Recently Issued Accounting Pronouncements HTML 128K 105: R14 Acquisitions HTML 73K 123: R15 Revenue Revenue HTML 59K 70: R16 Net Income Per Share HTML 66K 31: R17 Income Taxes HTML 170K 104: R18 Goodwill and Intangible Assets HTML 99K 125: R19 Property, Plant and Equipment, Net HTML 53K 50: R20 Inventories, Net HTML 47K 40: R21 Leases HTML 48K 78: R22 Debt HTML 83K 127: R23 Equity HTML 275K 49: R24 Accrued Liabilities HTML 158K 39: R25 Defined Benefit Plans Defined Benefit Plans HTML 525K 77: R26 Financial Instruments and Fair Value Measurements HTML 150K 126: R27 Commitments and Contingencies HTML 95K 51: R28 Segment Information HTML 147K 38: R29 Selected Quarterly Data - 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Exhibit |
Stock Unit Transferability | This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (“Stock Units”). Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may
the Stock Units be made subject to execution, attachment or similar process. |
Vesting | Other than as set forth below, you Stock Unit grant shall vest according to the schedule set forth on the cover sheet; provided, that, you remain in Service on the relevant Vesting Dates. If your Service terminates for any reason other than death, Disability or Retirement, you will forfeit any Stock Units in which you have not yet become vested. If your Service terminates for Cause, you shall forfeit of all of your Stock Units, including your vested Stock Units. |
Death | If
your Service terminates because of your death, your Stock Units will immediately become 100% vested. |
Disability | If your Service terminates because of your Disability, your Stock Units will immediately become 100% vested. |
Retirement | If your Service terminates due to Retirement (as defined below) on or after the first (1st) anniversary of the Grant Date, your Stock Units will continue to vest following your termination of Service
in accordance with the original vesting schedule as if your Service had not terminated. For the avoidance of doubt, if your Service terminates prior to the first (1st) anniversary of the Grant Date, you will forfeit any Stock Units in which you have not yet become vested. “Retirement” means your termination of Service when your age and years of Service sum to at least sixty-five (65); provided you have reached age fifty-five (55) and have at least five (5) years of Service. For purposes of this definition of Retirement, “Service” shall be limited to service with Colfax Corporation, and shall not include any service with a different or predecessor employer. |
Delivery
of Stock Pursuant to Units | Delivery of the shares of Stock represented by your vested Stock Units shall be made as soon as practicable upon vesting and in any event not later than two and one-half months after the end of the calendar year in which they vest. |
Withholding Taxes | You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in
Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of shares of Stock subject to the Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. |
Retention
Rights | This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliates) reserves the right to terminate your Service at any time for any reason. |
Shareholder Rights | You do not have any of the rights of a shareholder with respect to the Stock Units unless and until the shares relating to the Stock Units has been delivered to you. You will, however, be
entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per share dividend paid on the Stock. |
Forfeiture of Rights | If you should take actions (i) in competition with the Company or (ii) to, directly or indirectly, solicit or persuade, or attempt to solicit or persuade, any employee or independent contractor of Company or its Affiliates at the time of such contact to
terminate or modify his or her employment or service relationship, whether or not pursuant to a written agreement, with the Company and its Affiliates, the Company shall have the right to cause a forfeiture of your unvested Stock Units. Unless otherwise specified in an employment or other agreement between the Company and you (including the Company’s Code of Ethics), you take actions in competition with the Company if you directly or indirectly, own,
manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. |
Adjustments | In
the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan. |
Applicable
Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. |
Consent to Electronic Delivery | The Company may choose to deliver certain materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company
may deliver all communications regarding the Plan and this award (including, but not limited to, the Plan prospectus and the Company’s annual report) to you in an electronic format or through an online or electronic system established by the Company or a third party designated by the Company. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact Corporate Human Resources to request paper copies of these documents. |
The
Plan | The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. Unless otherwise specified in an employment or other agreement between the Company and you, this Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. |
Section 409A | This
Agreement, and any issuance of shares hereunder, is intended to comply and will be interpreted in accordance with Section 409A. Upon your Separation from Service (as defined below), the Company will determine whether any shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after your date of Separation from Service, will be paid in a lump sum on the earlier of: (i) the date that is six (6)
months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay will be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A. For purposes of this Agreement, a “Separation from Service” means an anticipated permanent reduction in the level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. For purposes of Section 409A, the payments to be made to you in accordance with this Agreement will be treated as a right to a series of separate payments. |
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