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Colfax Corp – ‘10-K’ for 12/31/16 – ‘EX-10.10’

On:  Tuesday, 2/14/17, at 6:17am ET   ·   For:  12/31/16   ·   Accession #:  1420800-17-4   ·   File #:  1-34045

Previous ‘10-K’:  ‘10-K’ on 2/16/16 for 12/31/15   ·   Next:  ‘10-K’ on 2/16/18 for 12/31/17   ·   Latest:  ‘10-K’ on 2/22/24 for 12/31/23   ·   4 References:   

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

 2/14/17  Colfax Corp                       10-K       12/31/16  116:15M

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   1.24M 
 7: EX-10.10    Material Contract                                   HTML     39K 
 8: EX-10.11    Material Contract                                   HTML     39K 
 9: EX-10.12    Material Contract                                   HTML     38K 
10: EX-10.13    Material Contract                                   HTML     44K 
 2: EX-10.5     Material Contract                                   HTML     62K 
 3: EX-10.6     Material Contract                                   HTML     60K 
 4: EX-10.7     Material Contract                                   HTML     45K 
 5: EX-10.8     Material Contract                                   HTML     44K 
 6: EX-10.9     Material Contract                                   HTML     44K 
11: EX-21.1     Subsidiaries List                                   HTML     76K 
12: EX-23.1     Consent of Experts or Counsel                       HTML     31K 
13: EX-31.01    Certification -- §302 - SOA'02                      HTML     38K 
14: EX-31.02    Certification -- §302 - SOA'02                      HTML     38K 
15: EX-32.01    Certification -- §906 - SOA'02                      HTML     32K 
16: EX-32.02    Certification -- §906 - SOA'02                      HTML     32K 
23: R1          Document and Entity Information                     HTML     59K 
24: R2          Consolidated Statements of Income                   HTML     83K 
25: R3          Consolidated Statements of Comprehensive (Loss)     HTML     74K 
                Income                                                           
26: R4          Consolidated Statements of Comprehensive (Loss)     HTML     45K 
                Income [Parenthetical]                                           
27: R5          Consolidated Balance Sheets                         HTML    105K 
28: R6          Consolidated Balance Sheets [Parenthetical]         HTML     41K 
29: R7          Consolidated Statements of Equity                   HTML    117K 
30: R8          Consolidated Statements of Equity Consolidated      HTML     38K 
                Statements of Equity [Parenthetical]                             
31: R9          Consolidated Statements of Cash Flows               HTML    119K 
32: R10         General                                             HTML     33K 
33: R11         Summary of Significant Accounting Policies          HTML    112K 
                Accounting Policies                                              
34: R12         Recently Issued Accounting Pronouncements           HTML     45K 
35: R13         Acquisitions                                        HTML     46K 
36: R14         Net Income Per Share                                HTML     63K 
37: R15         Income Taxes                                        HTML    137K 
38: R16         Goodwill & Intangibles                              HTML     86K 
39: R17         Property, Plant and Equipment, Net                  HTML     53K 
40: R18         Inventories, Net                                    HTML     44K 
41: R19         Debt                                                HTML     65K 
42: R20         Equity                                              HTML    216K 
43: R21         Accrued Liabilities                                 HTML    171K 
44: R22         Defined Benefit Plans Defined Benefit Plans         HTML    487K 
45: R23         Financial Instruments and Fair Value Measurements   HTML    182K 
46: R24         Commitments and Contingencies                       HTML     94K 
47: R25         Segment Information                                 HTML    155K 
48: R26         Selected Quarterly Data - (Unaudited)               HTML     74K 
49: R27         Summary of Significant Accounting Policies          HTML    169K 
                Accounting Policies (Policies)                                   
50: R28         Summary of Significant Accounting Policies          HTML     45K 
                Accounting Policies (Tables)                                     
51: R29         Net Income Per Share (Tables)                       HTML     57K 
52: R30         Income Taxes (Tables)                               HTML    132K 
53: R31         Goodwill & Intangibles (Tables)                     HTML     84K 
54: R32         Property, Plant and Equipment, Net (Tables)         HTML     49K 
55: R33         Inventories, Net (Tables)                           HTML     45K 
56: R34         Debt (Tables)                                       HTML     52K 
57: R35         Equity (Tables)                                     HTML    202K 
58: R36         Accrued Liabilities (Tables)                        HTML    173K 
59: R37         Defined Benefit Plans Defined Benefit Plans         HTML    494K 
                (Tables)                                                         
60: R38         Financial Instruments and Fair Value Measurements   HTML    173K 
                (Tables)                                                         
61: R39         Commitments and Contingencies (Tables)              HTML     71K 
62: R40         Segment Information (Tables)                        HTML    153K 
63: R41         Selected Quarterly Data - (Unaudited) (Tables)      HTML     73K 
64: R42         Summary of Significant Accounting Policies          HTML     44K 
                Accounting Policies Warranty Costs (Details)                     
65: R43         Summary of Significant Accounting Policies          HTML    110K 
                Accounting Policies (Details Textual)                            
66: R44         Acquisitions (Details Textual)                      HTML     53K 
67: R45         Net Income Per Share (Details)                      HTML     54K 
68: R46         Net Income Per Share (Details Textual)              HTML     42K 
69: R47         Income Taxes Domestic and Foreign (Details)         HTML     66K 
70: R48         Income Taxes Reconciliation (Details)               HTML     51K 
71: R49         Income Taxes Deferred Tax Assets and Liabilities    HTML     65K 
                (Details)                                                        
72: R50         Income Taxes Gross Unrecognized Tax Benefits        HTML     42K 
                (Details)                                                        
73: R51         Income Taxes (Details Textual)                      HTML     61K 
74: R52         Goodwill & Intangibles Goodwill (Details)           HTML     45K 
75: R53         Goodwill & Intangibles Intangible Assets (Details)  HTML     50K 
76: R54         Goodwill & Intangibles Amortization Expense         HTML     33K 
                (Details)                                                        
77: R55         Goodwill & Intangibles (Details Textual)            HTML     41K 
78: R56         Property, Plant and Equipment, Net (Details)        HTML     58K 
79: R57         Property, Plant and Equipment, Net (Details         HTML     42K 
                Textual)                                                         
80: R58         Inventories, Net (Details)                          HTML     46K 
81: R59         Debt (Details)                                      HTML     43K 
82: R60         Debt Schedule of Debt Maturities (Details)          HTML     50K 
83: R61         Debt (Details Textual)                              HTML     81K 
84: R62         Equity (Details)                                    HTML     90K 
85: R63         Equity Stock-based compensation (Details)           HTML     34K 
86: R64         Equity Option Valuation Assumptions (Details)       HTML     43K 
87: R65         Equity Option Award Activity (Details)              HTML     81K 
88: R66         Equity PRSU and RSU Activity (Details)              HTML     58K 
89: R67         Equity Textuals (Details)                           HTML     83K 
90: R68         Accrued Liabilities (Details)                       HTML     53K 
91: R69         Accrued Liabilities Restructuring Rollforward       HTML     82K 
                (Details)                                                        
92: R70         Accrued Liabilities (Details Textual)               HTML     37K 
93: R71         Defined Benefit Plans Defined Benefit Plans         HTML    119K 
                Obligation and Asset Rollforward (Details)                       
94: R72         Defined Benefit Plans Defined Benefit Expected      HTML     50K 
                Benefit Payments (Details)                                       
95: R73         Defined Benefit Plans Plan Asset Allocation         HTML     57K 
                (Details)                                                        
96: R74         Defined Benefit Plans Plan Asset Allocation, Fair   HTML     81K 
                Value Hierarchy (Details)                                        
97: R75         Defined Benefit Plans Net Periodic Benefit Cost     HTML     74K 
                (Details)                                                        
98: R76         Defined Benefit Plans Defined Benefit Plan,         HTML     49K 
                Accumulated Other Comprehensive Income (Details)                 
99: R77         Defined Benefit Plans Key Economic Assumptions      HTML     48K 
                (Details)                                                        
100: R78         Defined Benefit Plans Health Care Assumption        HTML     39K  
                Effect (Details)                                                 
101: R79         Defined Benefit Plans Details Textual (Details)     HTML     55K  
102: R80         Financial Instruments and Fair Value Measurements   HTML     62K  
                Fair Value Hierarchy (Details)                                   
103: R81         Financial Instruments and Fair Value Measurements   HTML     37K  
                Nontional Values (Details)                                       
104: R82         Financial Instruments and Fair Value Measurements   HTML     47K  
                Gain (Loss) on Derivative Instruments (Details)                  
105: R83         Financial Instruments and Fair Value Measurements   HTML     33K  
                (Details Textual)                                                
106: R84         Commitments and Contingencies Claims Rollforward    HTML     40K  
                (Details)                                                        
107: R85         Commitments and Contingencies Asbestos Litigation   HTML     38K  
                (Details)                                                        
108: R86         Commitments and Contingencies Operating Lease       HTML     48K  
                (Details 2)                                                      
109: R87         Commitments and Contingencies (Details Textual)     HTML     61K  
110: R88         Segment Information (Details)                       HTML     73K  
111: R89         Segment Information Net Sales by Major Product      HTML     39K  
                (Details)                                                        
112: R90         Segment Information Net Sales and PPE by Geography  HTML     48K  
                (Details)                                                        
113: R91         Selected Quarterly Data - (Unaudited) (Details)     HTML     56K  
115: XML         IDEA XML File -- Filing Summary                      XML    196K  
114: EXCEL       IDEA Workbook of Financial Reports                  XLSX    142K  
17: EX-101.INS  XBRL Instance -- cfx-20161231                        XML   5.38M 
19: EX-101.CAL  XBRL Calculations -- cfx-20161231_cal                XML    276K 
20: EX-101.DEF  XBRL Definitions -- cfx-20161231_def                 XML    748K 
21: EX-101.LAB  XBRL Labels -- cfx-20161231_lab                      XML   2.16M 
22: EX-101.PRE  XBRL Presentations -- cfx-20161231_pre               XML   1.28M 
18: EX-101.SCH  XBRL Schema -- cfx-20161231                          XSD    219K 
116: ZIP         XBRL Zipped Folder -- 0001420800-17-000004-xbrl      Zip    380K  


‘EX-10.10’   —   Material Contract


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



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  Exhibit  


COLFAX CORPORATION
2016 OMNIBUS INCENTIVE PLAN

OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this cover sheet to the Outside Director Deferred Stock Unit Agreement for Annual Grants, in the attached Outside Director Deferred Stock Unit Agreement for Annual Grants (together with the cover sheet, the “Agreement”), and in the Colfax Corporation 2016 Omnibus Incentive Plan (the “Plan”).
Grant Date:
Name of Grantee:
Number of Stock Units Covered by Grant:
Vesting Schedule:
Vesting Date                Vesting Percentage
1st anniversary of Grant Date        100%
        

By accepting this award in the manner established by the Company, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
Attachment

This is not a stock certificate or a negotiable instrument.






COLFAX CORPORATION
2016 OMNIBUS INCENTIVE PLAN

OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

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
Your 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 Date. If your Service terminates for any reason other than death or Disability, you will forfeit any Stock Units in which you have not yet become vested.
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.
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 2 ½ 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 by the Company (or any Affiliates) in any capacity.
Shareholder Rights
You do not have any of the rights of a shareholder with respect to the Stock Units unless and until the Stock 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.
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 statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. 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 the Corporate Secretary to request paper copies of these documents.
The Plan
The text of the Plan is incorporated in this Agreement by reference. 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.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.




4 Subsequent Filings that Reference this Filing

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

 2/22/24  Enovis Corp.                      10-K       12/31/23  123:15M
 3/01/23  Enovis Corp.                      10-K       12/31/22  124:18M
 2/22/22  Enovis Corp.                      10-K       12/31/21  129:18M
 2/18/21  Enovis Corp.                      10-K       12/31/20  129:19M
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Filing Submission 0001420800-17-000004   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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