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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 |
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
Exhibit |
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 only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement. |
Term | Your
option will expire in any event at the close of business at Company headquarters on the day before the 7th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below. |
Regular Termination | If your Service terminates for any reason, other than death, Disability |
Termination
for Cause | If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire. |
Death | If your Service terminates because of your death, then your option will immediately become 100% vested and will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise your option. |
Disability | If your Service terminates because of your Disability, then your option will immediately become 100% vested and will expire at the close of business at Company headquarters on the date
twelve (12) months after your termination date. |
Clawback | You hereby acknowledge and agree that this Award is subject to the terms and conditions of the Colfax Corporation Clawback Policy as in effect from time to time (including potential recoupment thereunder), a current copy of which may be requested from the Company at any time, and the terms and conditions of which are hereby incorporated by reference into this Agreement. |
Leaves
of Absence | For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. |
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. |
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 if you are either an executive officer or a director of the Company). |
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. |
Corporate Transaction | Notwithstanding
the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will (i) become 100% vested and will be subject to the treatment described in Section 17.3(ii) of the Plan if it is not assumed or continued, or equivalent options are not substituted for the options, by the Company or its successor, or (ii) if assumed or substituted for, upon your involuntary termination without Cause within the 12-month period following the consummation of the Corporate Transaction. Notwithstanding any other provision in this Agreement, if you experience such a Corporate Transaction employment termination, the option will expire one year after the date of termination of Service (or, if earlier, the 7th anniversary of the Grant Date). |
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. |
Retention Rights | Neither your option nor this Agreement give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliates) reserve 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. |
Forfeiture of Rights | Although vested within the meaning of Section 83 of the Internal Revenue Code since no substantial risk of forfeiture exists once the option
become exercisable according to the vesting schedule above, the option will not be earned until the you have fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in “Forfeiture of Rights” section, and you shall have no right to retain the shares or the value thereof upon vesting or exercise of the option until all conditions precedent have been satisfied. If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the
Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). 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. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company. YOU UNDERSTAND THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION
OF THE UNEXERCISED PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF YOU SHOULD CHOOSE TO VIOLATE THIS PROVISION PRIOR TO THE EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER YOUR TERMINATION OF SERVICE. |
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. |
Data
Privacy | In order to administer the Plan, the Company may process personal |
Consent to Electronic Delivery | The Company
may choose to deliver certain materials relating to the Plan in |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/17 | SC 13G/A | ||
For Period end: | 12/31/16 | 11-K, 5, SD | ||
List all Filings |
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 |