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Colfax Corp – ‘10-K’ for 12/31/16 – ‘EX-10.13’

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

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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-10.13’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  


COLFAX CORPORATION
2016 OMNIBUS INCENTIVE PLAN
OUTSIDE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the Optionee named below. The terms and conditions of the option are set forth in this cover sheet to the Outside Director Non-Qualified Stock Option Agreement, in the attached Non-Qualified Stock Option Agreement (together with the cover sheet, the “Agreement”), and in the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
Grant Date:
Name of Optionee:
Number of Shares Covered by Option:
Option Price per Share: $

By accepting this award in the manner established by the Company, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which is also attached. 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.
Attachment
This is not a stock certificate or a negotiable instrument.





COLFAX CORPORATION
2016 OMNIBUS INCENTIVE PLAN
OUTSIDE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option
This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting
This option is fully vested as to 100% of the total number of shares covered by the option on the Grant Date, as shown on the cover sheet.
Term
Your option will expire at the close of business at Company headquarters on the day before the seventh (7th) anniversary of the Grant Date, as shown on the cover sheet (the “Expiration Date”). Your option will remain exercisable until the Expiration Date, and thereafter shall be null and void and no longer exercisable.
Notice of Exercise
When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” in the manner determined by the Company. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. Currently, notice may be given by logging on to your brokerage account at https://www.benefits.ml.com/login/ using your user identification and password.
If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment
When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
Cash, your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.
Shares of Stock which have already been owned by you, including but not limited to Shares which would otherwise be delivered on settlement of the option subject to this Agreement, and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price.
By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Committee).
Instructions can be found within your brokerage account.
Withholding Taxes
You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.





Transfer of Option
During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.
In connection with any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option purporting to arise under such an agreement.
Retention Rights
Neither your option nor this Agreement gives you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights
You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
Adjustments
In the event of a stock split, a stock dividend, or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option 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.
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.
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 agreement between the Company and you, this Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments, or negotiations concerning this option are superseded.
Data Privacy
In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.





Consent to Electronic Delivery
The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option 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, the Company would be pleased to provide copies. Please contact the Corporate Secretary to request paper copies of these documents.
 
 

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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