Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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8: EX-10.11 Material Contract HTML 39K
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5: EX-10.8 Material Contract HTML 44K
6: EX-10.9 Material Contract HTML 44K
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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
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60: R38 Financial Instruments and Fair Value Measurements HTML 173K
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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
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72: R50 Income Taxes Gross Unrecognized Tax Benefits HTML 42K
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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
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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
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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
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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
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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
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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
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106: R84 Commitments and Contingencies Claims Rollforward HTML 40K
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107: R85 Commitments and Contingencies Asbestos Litigation HTML 38K
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108: R86 Commitments and Contingencies Operating Lease HTML 48K
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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
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112: R90 Segment Information Net Sales and PPE by Geography HTML 48K
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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
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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 Performance Stock Unit Agreement, in the attached Performance Stock Unit Agreement (together with the cover sheet, the “Agreement”) and in the Colfax Corporation 2016 Omnibus Incentive Plan (the
“Plan”).
Grant Date:
Name of Grantee:
Grantee’s Social Security Number:
Number of Stock Units Covered by Grant:
Performance Condition on Stock Unit Eligibility:
Eligibility to vest in the Stock Units covered by this grant is determined based on the level of achievement of the Performance Criteria set forth in this Agreement.
Vesting Schedule
for Eligible Stock Units after Application of the Performance Criteria:
Vesting Date Vesting Percentage
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.
This is not a stock certificate or a negotiable instrument.
COLFAX CORPORATION
2016 OMNIBUS INCENTIVE PLAN
PERFORMANCE 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 performance criteria and 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.
If at the end of the Performance Period there remain Eligible Stock Units covered by this Agreement, your Eligible Stock Units
shall vest according to the schedule set forth on the cover sheet (or as specified below); provided, that, you remain in Service on the relevant Vesting Dates. If your Service terminates for any reason other than death or Disability prior to the relevant Vesting Dates, you will forfeit any Stock Units in which you have not yet become vested. If your Service terminates for Cause, you shall forfeit all of your Stock Units, including your vested Stock Units.
Death or Disability If the Performance Criteria are achieved for the Performance Period, but your Service
terminated because of your death or Disability before the end of the Performance Period, your Eligible Stock Units shall fully and immediately vest as of the date the Committee certifies achievement of the Performance Criteria (the “Certification
Date”).
If the Performance Criteria are achieved for the Performance Period, and your Service terminates because of your death or Disability following the end of the Performance Period, your Eligible Stock Units shall fully and immediately vest as of the date of your termination from Service or, if later, as of the Certification 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.
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.
Forfeiture of Rights If you should take actions in competition with the
Company, 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.
By accepting this award in the manner established by the Company, you agree to all of the terms and conditions described above and in the Plan.
Dates Referenced Herein and Documents Incorporated by Reference