SEC Info - Colfax Corp - ‘10-Q’ for 6/30/17

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Colfax Corp – ‘10-Q’ for 6/30/17 – ‘EX-10.02’

On: Friday, 7/28/17, at 7:12am ET · For: 6/30/17 · Accession #: 1420800-17-18 · File #: 1-34045

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

 7/28/17  Colfax Corp                       10-Q        6/30/17   69:6M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    489K 
 2: EX-10.02    Material Contract                                   HTML     34K 
 3: EX-31.01    Certification -- §302 - SOA'02                      HTML     28K 
 4: EX-31.02    Certification -- §302 - SOA'02                      HTML     28K 
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14: R2          Condensed Consolidated Statements of Income         HTML     61K 
15: R3          Condensed Consolidated Statements of Comprehensive  HTML     53K 
                Income (Loss)                                                    
16: R4          Condensed Consolidated Statements of Comprehensive  HTML     31K 
                Income (Loss) [Parenthetical]                                    
17: R5          Condensed Consolidated Balance Sheets               HTML     94K 
18: R6          Condensed Consolidated Balance Sheets               HTML     31K 
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19: R7          Condensed Consolidated Statement of Equity          HTML     56K 
20: R8          Condensed Consolidated Statement of Equity          HTML     22K 
                Statement of Stockholders' Equity [Parenthetical]                
21: R9          Condensed Consolidated Statements of Cash Flows     HTML     91K 
22: R10         General (Text Block)                                HTML     28K 
23: R11         Recently Issued Accounting Pronouncements (Text     HTML     34K 
                Block)                                                           
24: R12         Acquisition Acquisition (Notes)                     HTML     23K 
25: R13         Net Income Per Share (Text Block)                   HTML     56K 
26: R14         Income Taxes (Text Block)                           HTML     26K 
27: R15         Equity (Text Block)                                 HTML     89K 
28: R16         Inventories, Net (Text Block)                       HTML     34K 
29: R17         Debt (Text Block)                                   HTML     44K 
30: R18         Accrued Liabilities (Text Block)                    HTML    110K 
31: R19         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     77K 
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32: R20         Financial Instruments and Fair Value Measurements   HTML    169K 
                (Text Block)                                                     
33: R21         Commitments and Contingencies (Text Block)          HTML     48K 
34: R22         Segment Information (Text Block)                    HTML     88K 
35: R23         Net Income Per Share (Tables)                       HTML     55K 
36: R24         Equity (Tables)                                     HTML     86K 
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38: R26         Debt (Tables)                                       HTML     33K 
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40: R28         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     77K 
                (Tables)                                                         
41: R29         Financial Instruments and Fair Value Measurements   HTML    172K 
                (Tables)                                                         
42: R30         Commitments and Contingencies (Tables)              HTML     43K 
43: R31         Segment Information (Tables)                        HTML     88K 
44: R32         Recently Issued Accounting Pronouncements Details   HTML     24K 
                Textual (Details)                                                
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53: R41         Debt (Details Textual)                              HTML     58K 
54: R42         Accrued Liabilities Chart (Details)                 HTML     43K 
55: R43         Warranty Liability Rollforward (Details)            HTML     34K 
56: R44         Restructuring Rollforward (Details)                 HTML     56K 
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                (Details)                                                        
59: R47         Fair Value Hierarchy (Details)                      HTML     51K 
60: R48         Foreign Currency Contracts Notional Values          HTML     27K 
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61: R49         Gain (Loss) On Derivative Instruments (Details)     HTML     38K 
62: R50         Financial Instruments and Fair Value Measurements   HTML     21K 
                (Details Textual)                                                
63: R51         Claims Rollforward (Details)                        HTML     27K 
64: R52         Asbestos Litigation (Details 1)                     HTML     28K 
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66: R54         Segment Information (Details)                       HTML     44K 
68: XML         IDEA XML File -- Filing Summary                      XML    118K 
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69: ZIP         XBRL Zipped Folder -- 0001420800-17-000018-xbrl      Zip    150K

‘EX-10.02’ — Material Contract

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

<! C: C:

Exhibit

[redacted]


Date of Employment	We anticipate that you will begin employment before May 15, 2016.


Base Salary	Your starting annual salary will be US $470,000 payable bi-weekly. You will be eligible for an annual merit increase based on benchmarks and company merit increase guidelines, effective date April 1, 2017.

Annual Cash Bonus

You will be eligible to participate in our Management Incentive Compensation Plan (MIP) with a target of 70% of your base salary. The actual MIP payout is based on the achievement of Colfax financial performance against pre-set threshold, target, and maximum and your individual performance factor of up to 1.5 times the financial factor. The maximum payout is 250% of target. Your 2016 MIP award will be guaranteed to be a minimum of a full year target award.


Equity Awards	You will be provided an up-front equity award of $2,050,000. The grant date will be the first day of the month after your start date or the nearest non blackout date after your hire.

In consideration of your buyout, $1,150,000 of the $2,050,000 will be granted as restricted stock units with 50% vesting three years after the grant date and the remaining 50% vesting four years after the grant date.

The remaining $900,000 of the $2,050,000 represents your 2016 annual grant. This annual grant portion will vest as follows: 25% as stock options to be vested 33 1/3% each year on the 1^st - 3^rd anniversaries of grant, 25% as restricted stock units to be vested 33 1/3% each year on the 2^nd through the 4^th anniversaries of grant, and 25% as performance-based restricted stock units to be vested 50% each year on the 3rd and 4^th anniversaries of grant. The performance metric for your PRSU grant is $1.76 EPS. The metric is achieved when adjusted EPS within any four consecutive quarters in the performance period meets or exceeds $1.76. The performance period begins in the second quarter of 2016 and ends on the last full quarter in 2018. If the performance metric is achieved within the performance period, you are eligible to vest in all of the units according to the vesting schedule. If the performance metric is not met within the performance period, all the units will be forfeited.

The strike price of the stock options will be determined by the Fair Market Value of Colfax Corporation common stock on the effective date of the grant, which is the first business day after you start with Colfax unless it is a blackout period for Colfax stock; and then it is the first business day after the blackout period is lifted. Options are valued based on Black Scholes model prepared by management. Specific number of performance-based restricted stock, time-based restricted stock units and stock options will be determined near, or on, the effective grant date.

In addition, you will be eligible for future annual equity grants starting in 2017 based on your position and performance in accordance with our equity guidelines. The current target for your position is 1.9x to 2.5x of salary. Annual equity awards are currently delivered in 50% stock options and 50% performance-based restricted stock units. The terms and conditions of equity awards will be in accordance with the Colfax's 2008 Omnibus Incentive Plan or successor plan.


401(k)	You will have the opportunity to participate in the Colfax 401(k) Savings Plan with matching contributions. Colfax matches 100% of the first 4% that you contribute, and these matching contributions vest immediately. In addition, at its discretion, Colfax will make non-elective contributions of 2% into your account. These non-elective contributions vest over five years.

Colfax Corporation

420 National Business Parkway, 5th Floor

Annapolis Junction, MD 20701

t: 301-323-9000 f: 301-323-9001

colfaxcorp.com


NQ Deferred Comp	You will have the opportunity to defer up to 50% of base salary and 75% of your annual bonus in the nonqualified deferred compensation plan. The plan offers up to 6% matching contributions on base and bonus earnings over the IRS 401(k) maximums.

Transition Bonus

You will receive a transition bonus of US $1,300,000 with $250,000 of this amount payable within 30 days of your start date, $330,000 payable on your 1^st year anniversary and $330,000 payable on your 2^nd year anniversary and $130,000 payable on each of your 3^rd, 4^th, and 5^th year anniversaries. If you resign from the company within the first 3 years of employment, you are required to reimburse the company based on how much was paid and the percent of the three years that you were employed based on a monthly pro rata basis. In the event of a change in control or your involuntary termination not for cause, any remainder of this $1,300,000 payment will be payable to you upon consummation of a change in control business transaction or upon your involuntary not for cause separation from Colfax Corporation.

Relocation

You will eligible for Colfax’s relocation managed by our relocation vendor, Lexicon. You have two years from your hire date to complete your relocation, unless an exception is approved. Part of your relocation is taxable and part of it is non-taxable in accordance with IRS guidelines. It is important to note that for Officers, Colfax does not provide loans per our policy and we only gross up the temporary living component of relocation. Additionally, if you resign from the company within the first 2 years of employment, you are required to reimburse the company for amounts paid on your behalf at a rate of 100% of the total costs paid by the company within one year and 50% of total costs after that up to end of year two.


Health Benefits	You and your family will be eligible to participate in the health & welfare benefits including medical, dental, vision, short and long term disability, life and accidental death and dismemberment insurance.


Vacation & Holidays	You will eligible for five weeks of vacation, plus three floating holidays and any company-paid holidays.


Severance	You are eligible for the Colfax Executive Officer Severance Plan (the “Severance Plan”). The Severance Plan is applicable to all involuntary termination scenarios except for cause including change in control, restructuring and performance. Additionally, our equity award agreements will confirm the terms of how equity is treated in a change in control.

Shyam, we also want to confirm that your employment is “at will”. This means that your employment is for no definite period of time, and either you or the company may terminate your employment at any time, with or without cause or notice. In accordance with Colfax policy, this offer is contingent upon acceptance of the confidentiality agreement and code of conduct. You agree that during your employment, and for two years after termination of your employment, you will not directly or indirectly, for yourself or on behalf of any other person, partnership, company, corporation, or other entity, solicit, induce, recruit, encourage, or otherwise endeavor to cause or attempt to cause any employee or consultant of Colfax, or any independent contractor providing services to Colfax, to terminate his or her relationship with Colfax. You agree that the harm caused to Colfax by violation of this provision would amount to irreparable harm justifying entry of a temporary restraining order and/or a preliminary injunction and an award of attorney fees to Colfax.

[redacted]

Sincerely, ACKNOWLEGED & ACCEPTED:

/s/ Matthew L. Trerotola /s/ Shyam Kambeyanda Matthew L. Trerotola

President and Chief Executive Officer

Colfax Corporation

CC: Lynn H. Clark, SVP Human Resources

Colfax Corporation

420 National Business Parkway, 5th Floor

Annapolis Junction, MD 20701

t: 301-323-9000 f: 301-323-9001

colfaxcorp.com

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	7/28/17	8-K, IRANNOTICE
For Period end:	6/30/17	4
	4/1/17
	5/15/16
		List all Filings

2 Subsequent Filings that Reference this Filing

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

 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 0001420800-17-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Colfax Corp – ‘10-Q’ for 6/30/17 – ‘EX-10.02’

On: Friday, 7/28/17, at 7:12am ET · For: 6/30/17 · Accession #: 1420800-17-18 · File #: 1-34045

Previous ‘10-Q’: ‘10-Q’ on 5/5/17 for 3/31/17 · Next: ‘10-Q’ on 11/6/17 for 9/29/17 · Latest: ‘10-Q’ on 11/7/23 for 9/29/23 · 2 References: By: Enovis Corp. – ‘10-K’ on 2/22/22 for 12/31/21 By: Enovis Corp. – ‘10-K’ on 2/18/21 for 12/31/20

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.02’ — Material Contract

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

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

Previous ‘10-Q’: ‘10-Q’ on 5/5/17 for 3/31/17 · Next: ‘10-Q’ on 11/6/17 for 9/29/17 · Latest: ‘10-Q’ on 11/7/23 for 9/29/23 · 2 References:

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents