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As Of Filer Filing For·On·As Docs:Size 2/16/16 Colfax Corp 10-K 12/31/15 116:17M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.36M 2: EX-10.15 Material Contract HTML 175K 3: EX-10.37 Material Contract HTML 44K 4: EX-21.1 Subsidiaries List HTML 78K 5: EX-23.1 Consent of Experts or Counsel HTML 31K 6: EX-31.01 Certification -- §302 - SOA'02 HTML 38K 7: EX-31.02 Certification -- §302 - SOA'02 HTML 38K 8: EX-32.01 Certification -- §906 - SOA'02 HTML 32K 9: EX-32.02 Certification -- §906 - SOA'02 HTML 32K 16: R1 Document and Entity Information HTML 59K 17: R2 Consolidated Statements of Income HTML 80K 18: R3 Consolidated Statements of Comprehensive (Loss) HTML 65K Income 19: R4 Consolidated Statements of Comprehensive (Loss) HTML 41K Income [Parenthetical] 20: R5 Consolidated Balance Sheets HTML 107K 21: R6 Consolidated Balance Sheets [Parenthetical] HTML 41K 22: R7 Consolidated Statements of Equity HTML 116K 23: R8 Consolidated Statements of Equity Consolidated HTML 39K Statements of Equity [Parenthetical] 24: R9 Consolidated Statements of Cash Flows HTML 122K 25: R10 General HTML 35K 26: R11 Summary of Significant Accounting Policies HTML 116K Accounting Policies 27: R12 Recently Issued Accounting Pronouncements HTML 43K 28: R13 Acquisitions HTML 82K 29: R14 Net Income Per Share HTML 73K 30: R15 Income Taxes HTML 138K 31: R16 Goodwill & Intangibles HTML 87K 32: R17 Property, Plant and Equipment, Net HTML 55K 33: R18 Inventories, Net HTML 45K 34: R19 Debt HTML 71K 35: R20 Equity HTML 271K 36: R21 Accrued Liabilities HTML 174K 37: R22 Defined Benefit Plans HTML 532K 38: R23 Financial Instruments and Fair Value Measurements HTML 182K 39: R24 Commitments and Contingencies HTML 94K 40: R25 Segment Information HTML 159K 41: R26 Selected Quarterly Data - 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Exhibit |
ARTICLE 1 Definitions | 1 |
1.1 | “Account Balance” 1 |
1.2 | “Annual
Account” 1 |
1.3 | “Annual Deferral Amount” 1 |
1.4 | “Quarterly Installment Method” 2 |
1.5 | “Base
Salary” 2 |
1.6 | “Beneficiary” 2 |
1.7 | “Beneficiary Designation Form” 2 |
1.8 | “Benefit
Distribution Date” 2 |
1.9 | “Board” 2 |
1.10 | “Bonus” 3 |
1.11 | “Change
in Control” 3 |
1.12 | “Claimant” 3 |
1.13 | “Code” 3 |
1.14 | “Committee” 3 |
1.15 | “Company” 3 |
1.16 | “Company
Discretionary Contribution Amount” 3 |
1.17 | “Company 401(k) Plan” 3 |
1.18 | “Disability” or “Disabled” 3 |
1.19 | “Disability
Benefit” 3 |
1.20 | “Election Form” 3 |
1.21 | “Employee” 3 |
1.22 | “Employer(s) 4 |
1.23 | “ERISA” 4 |
1.24 | “Measurement
Funds” 4 |
1.25 | “Participant” 4 |
1.26 | “Plan” 4 |
1.27 | “Plan
Year” 4 |
1.28 | “Retirement Date” 4 |
1.29 | “Scheduled Distribution” 4 |
1.30 | “Separation
Benefit” 4 |
1.31 | “Separation from Service” 4 |
1.32 | “Specified Employee” 4 |
1.33 | “Survivor
Benefit” 4 |
1.34 | “Terminate the Plan,” “Termination of the Plan” 4 |
1.35 | “Trust” 4 |
1.36 | “Unforeseeable
Financial Emergency” 4 |
ARTICLE 2 Selection, Enrollment, Eligibility | 5 |
2.1 | Selection by Committee 5 |
2.2 | Enrollment and Eligibility Requirements; Commencement of Participation 5 |
2.3 | Termination of a Participant’s Eligibility 5 |
ARTICLE 3 Deferral Commitments / Contribution Amounts
/ Vesting / Crediting / Taxes | 6 |
3.1 | Maximum Deferral 6 |
3.2 | Election to Defer; Effect of Election Form 6 |
3.3 | Withholding
and Crediting of Annual Deferral Amounts 7 |
3.4 | Company Discretionary Contribution Amount 7 |
3.5 | Vesting 7 |
3.6 | Crediting/Debiting
of Account Balances 7 |
3.7 | FICA and Other Taxes 9 |
ARTICLE 4 Scheduled Distribution; Unforeseeable Financial Emergencies | 9 |
4.1 | Scheduled Distribution 9 |
4.2 | Postponing
Scheduled Distributions. 9 |
4.3 | Other Benefits Take Precedence Over Scheduled Distributions 10 |
4.4 | Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies 10 |
ARTICLE 5
Separation Benefit | 11 |
5.1 | Separation Benefit 11 |
5.2 | Payment of Separation Benefit 11 |
5.3 | Small Plan Benefit 12 |
ARTICLE
6 Disability Benefit | 12 |
6.1 | Disability Benefit 12 |
6.2 | Payment of Disability Benefit 12 |
ARTICLE 7 Survivor Benefit | 13 |
7.1 | Survivor
Benefit 13 |
7.2 | Payment of Survivor Benefit 13 |
ARTICLE 8 Beneficiary Designation | 13 |
8.1 | Beneficiary 13 |
8.2 | Beneficiary
Designation; Change; Spousal Consent 13 |
8.3 | Acknowledgment 13 |
8.4 | No Beneficiary Designation 13 |
8.5 | Doubt
as to Beneficiary 13 |
8.6 | Discharge of Obligations 14 |
ARTICLE 9 Leave of Absence | 14 |
9.1 | Paid Leave of Absence 14 |
9.2 | Unpaid Leave of Absence 14 |
ARTICLE 10 Termination of Plan, Amendment or Modification | 14 |
10.1 | Termination
of Plan 14 |
10.2 | Amendment 15 |
10.3 | Effect of Payment 15 |
ARTICLE 11 Administration | 15 |
11.1 | Committee
Duties 15 |
11.2 | Administration Upon Change in Control 15 |
11.3 | Agents 16 |
11.4 | Binding Effect
of Decisions 16 |
11.5 | Indemnity of Committee 16 |
11.6 | Employer Information 16 |
ARTICLE 12 Other Benefits and Agreements | 17 |
12.1 | Coordination
with Other Benefits 17 |
ARTICLE 13 Claims Procedures | 17 |
13.1 | Presentation of Claim 17 |
13.2 | Notification of Decision 17 |
13.3 | Review
of a Denied Claim 18 |
13.4 | Decision on Review 18 |
13.5 | Controlling Law 18 |
ARTICLE 14 Trust | 19 |
14.1 | Establishment
of the Trust 19 |
14.2 | Interrelationship of the Plan and the Trust 19 |
14.3 | Distributions From the Trust 19 |
ARTICLE 15 Miscellaneous | 19 |
15.1 | Status
of Plan 19 |
15.2 | Unsecured General Creditor 19 |
15.3 | Employer’s Liability 19 |
15.4 | Nonassignability 20 |
15.5 | Not
a Contract of Employment 20 |
15.6 | Furnishing Information 20 |
15.7 | Terms 20 |
15.8 | Captions 20 |
15.9 | Governing
Law 20 |
15.10 | Notice 21 |
15.11 | Successors 21 |
15.12 | Spouse’s
Interest 21 |
15.13 | Validity 21 |
15.14 | Incompetent 21 |
15.15 | Court Order 21 |
15.16 | Insurance 22 |
15.17 | Deduction
Limitation on Benefit Payments 22 |
15.18 | No Acceleration of Benefits 22 |
1.1 | “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of (i) the Participant’s Annual Accounts, less (ii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan. The Account Balance shall
be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. |
1.2 | “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount and Company Discretionary Contribution Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. |
1.3 | “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary and/or Bonus that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. In the event of a Participant’s Separation from Service, Disability or death prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event. |
1.4 | “Quarterly Installment Method” shall be a quarterly installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first quarterly installment, the vested portion of each Annual Account shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date or Scheduled Distribution Date, as applicable, as determined by the Committee in its sole discretion,
and (ii) for remaining quarterly installments, the vested portion of each applicable Annual Account shall be calculated on or around the first business day of each fiscal quarter of the Company following the initial installment payment. Each quarterly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of quarterly payments due to the Participant. |
1.5 | “Base Salary” shall mean an Employee’s regular base salary paid by any Employer. |
1.6 | “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 8, that are entitled to receive benefits under this Plan upon the death of a Participant. |
1.7 | “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. |
1.8 | “Benefit Distribution Date” shall mean a date that automatically triggers distribution of a Participant’s vested benefits. A
Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following: |
(a) | If the Participant experiences a Separation from Service, the Benefit Distribution Date for his or her vested Account Balance shall be the date on which the Participant experiences a Separation from Service; provided, however, in the event the Participant changes the Separation Benefit election for one or more Annual Accounts in accordance with Section 5.2(b), the Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such Section 5.2(b); or |
(b) | If
the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participant’s Benefit Distribution Date shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death; or |
(c) | If the Participant becomes Disabled, the Participant’s Benefit Distribution Date shall be the date on which the Participant becomes Disabled. |
1.9 | “Board” shall mean the board of directors of the
Company. |
1.10 | “Bonus” shall mean one or more cash bonuses designated from time to time by the Committee as eligible for deferral under this Plan, including the Colfax Corporation Annual Incentive Plan. |
1.11 | “Change
in Control” shall mean any “change in control event” as defined in accordance with Treasury guidance and Regulations related to Code Section 409A, including but not limited to IRS Notice 2005-1 and such other Treasury guidance or Regulations issued after the effective date of this Plan. |
1.12 | “Claimant” shall have the meaning set forth in Section 13.1. |
1.13 | “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. |
1.14 | “Committee”
shall mean the committee described in Article 11. |
1.15 | “Company” shall mean Colfax Corporation and any successor to all or substantially all of the Company’s assets or business. |
1.16 | “Company Discretionary Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4. |
1.17 | “Company
401(k) Plan” shall mean the Colfax Corporation 401(k) Savings Plan Plus, as it may be amended from time to time. |
1.18 | “Disability” or “Disabled” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering
employees of the Participant’s Employer. |
1.19 | “Disability Benefit” shall mean the benefit set forth in Article 6. |
1.20 | “Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. |
1.21 | “Employee”
shall mean a person who is an employee of any Employer. |
1.22 | “Employer(s) shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. |
1.23 | “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. |
1.24 | “Measurement Funds” shall have the definition set forth in Section 3.6(a). |
1.25 | “Participant”
shall mean any Employee who is selected to participate in the Plan by the Committee, who submits an executed Election Form and Beneficiary Designation Form, which are accepted by the Committee. |
1.26 | “Plan” shall mean the Colfax Corporation Nonqualified Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from time to time. |
1.27 | “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year. |
1.28 | “Retirement
Date” shall mean a Participants Separation from Service upon reaching age sixty-five (65) with five (5) years of Vesting Service (as defined for purposes of the Company 401(k) Plan) or age fifty-five (55) with ten (10) years of Vesting Service (as defined for purposes of the Company 401(k) Plan). |
1.29 | “Scheduled Distribution” shall mean the distribution set forth in Section 4.1. |
1.30 | “Separation
Benefit” shall mean the benefit set forth in Article 5. |
1.31 | “Separation from Service” shall mean the separation from service with all Employers, voluntarily or involuntarily, for any reason other than death, Disability, or an authorized leave of absence, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations. |
1.32 | “Specified Employee” shall mean “specified employee” as defined under Code Section 409A. |
1.33 | “Survivor
Benefit” shall mean the benefit set forth in Article 7. |
1.34 | “Terminate the Plan,” “Termination of the Plan” shall mean a determination by an Employer’s board of directors that (i) all of its Participants shall no longer be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants shall no longer be eligible to receive Company contributions under this Plan. |
1.35 | “Trust” shall mean one or more trusts established by the
Company in accordance with Article 14. |
1.36 | “Unforeseeable Financial Emergency” shall mean an unforeseeable emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the |
2.2 | Enrollment and Eligibility Requirements; Commencement of Participation. |
(a) | As a condition to participation, each selected Employee or Employee who otherwise is eligible to participate in the Plan as of the first day of a Plan Year shall complete, execute and return to the Committee an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year,
or such other deadline as may be established by the Committee in its sole discretion. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary. |
(b) | An Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year. In such event, such Employee’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to
Section 2.2(c) and such Employee shall not be permitted to defer under this Plan any amount earned with respect to services performed prior to his or her participation commencement date. |
(c) | Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted
by the Committee. |
(d) | If an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year. |
(e) | Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, a maximum of up to 75% of his or her Bonus and up to 50% of Base Salary. |
(f) | Short Plan Year. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits an Election Form to the Committee for acceptance. |
(a) | First Plan Year. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under
the Plan. For these elections to be valid, the Election Form must be completed and executed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee. |
(b) | Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made. |
(c) | Performance-Based
Compensation. Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to performance-based compensation may be made by timely delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period. “Performance-based compensation” shall be compensation based on services performed over a period of at least twelve (12) months, in accordance with Code Section 409A and related Treasury Regulations. |
(d) | Improper Election. If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant
has made an election for less than the stated minimum amounts, or if |
(d) | Measurement Funds. The Committee shall select from time to time certain mutual funds, insurance company separate
accounts, indexed rates or other methods (the “Measurement Funds”) for purposes of crediting or debiting additional amounts to Participants’ Account Balances. The Committee may discontinue, substitute or add a Measurement Fund, in its sole discretion. |
(e) | Election of Measurement Funds. A Participant, in connection with each Plan Year deferral election made in accordance with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.6(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance
shall automatically be allocated by the Committee, in its sole discretion. A Participant may (but is not |
(f) | Proportionate
Allocation. In making any election described in Section 3.6(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated. |
(g) | Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant. |
(h) | No
Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s
Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. |
(a) | Deferrals
and Contributions. With respect to deferrals and other contributions to the Plan, a Participant’s Employer(s) either shall withhold from that portion of the Participant’s Bonus, Base Salary or other compensation that is not being deferred, or shall reduce the amounts contributed to the Participant’s Annual Account by, the Participant’s share of FICA and other employment taxes on such deferrals and contributions. Withholdings and reductions pursuant to this Section 3.8(a) shall be undertaken in a manner determined by the Employer(s). |
(b) | Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and
local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust. |
(a) | Such Scheduled Distribution Election Form must be submitted to and accepted by the Committee in its sole discretion at least twelve (12) months prior to the Participant’s previously designated Scheduled Distribution Date; |
(b) | Either (X) the lump sum payment or the entire series of installment payments, as the case may be, shall be delayed at least five (5)
years from the original Scheduled Distribution Date (provided, however, that the number of installments may be changed), or (Y) the entire series of installment payments shall be converted into a lump sum payable not sooner than five (5) years after the original Scheduled Distribution Date; and |
(c) | The election of the new Scheduled Distribution Date shall have no effect until at least twelve (12) months after the date on which the election is made. |
(a) | If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to suspend deferrals of Bonus and Base Salary to
the extent deemed necessary by the Committee to satisfy the Unforeseeable Financial Emergency. If suspension of deferrals is not sufficient to satisfy the Participant’s Unforeseeable Financial Emergency, or if suspension of deferrals is not required or permitted under Code Section 409A and other applicable tax law, the Participant may further petition the Committee to receive a partial or full payout from the Plan. The Participant shall only receive a payout from the Plan to the extent such payout is deemed necessary by the Committee to satisfy the Participant’s Unforeseeable Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated as a result of the distribution. |
(b) | The payout shall not exceed the lesser of (i)
the Participant’s Account Balance, calculated as of the close of business on or around the date on which the amount becomes payable, as determined by the Committee in its sole discretion, or (ii) the amount necessary to satisfy the Unforeseeable Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably anticipated as a result of the distribution. Notwithstanding the foregoing, a Participant may not receive a payout from the Plan to the extent that the Unforeseeable Financial Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by suspension of deferrals under this Plan, if the Committee, in its sole discretion, determines that suspension is required by Code Section 409A and other applicable tax law. |
(c) | If the Committee, in its sole discretion, approves a Participant’s petition for suspension, the Participant’s deferrals under this Plan shall be suspended as of the date of such approval. If the Committee, in its sole discretion, approves a Participant’s petition for suspension and payout, the Participant’s deferrals under this Plan shall be suspended as of the date of such approval and the Participant shall receive a payout from the Plan within sixty (60) days of the date of such approval. |
(d) | Notwithstanding
the foregoing, the Committee shall interpret all provisions relating to suspension and/or payout under this Section 4.4 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to Treasury guidance and Regulations issued after the effective date of this Plan. |
(a) | In
connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect (regardless of whether the Participant also has elected a Scheduled Distribution pursuant to Section 4.1) the form in which his or her Annual Account for such Plan Year will be paid upon Separation from Service. The Participant may elect to receive each Annual Account in the form of a lump sum or pursuant to a Quarterly Installment Method payable quarterly over one(1) to ten (10) years. If a Participant does not make any election with respect to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive such Annual Account as a lump sum at Separation of Service. |
(b) | A Participant may change the form of
payment (including the number of installments) for an Annual Account by submitting an Election Form to the Committee (which the Committee may accept, in its sole discretion) in accordance with the following criteria: |
(i) | The election to modify the form of payment must be made at least twelve (12) months before a Participant experiences a Separation from Service; |
(ii) | The election to modify the form of payment shall have no effect until at least twelve (12) months after the date on which the election is made; and |
(iii) | Either
(X) the lump sum payment or the entire series of installment payments, as the case may be, shall be delayed at least five (5) years from the original Benefit Distribution Date (provided, however, that the number of installments may be changed), or (Y) the entire series of installment payments shall be converted into a lump sum payable not sooner than five (5) years after the original Benefit Distribution Date. |
(c) | Subject to Section 5.2(d), the lump sum payment shall be made, or the first installment payment shall be made, no later than sixty (60) days after the Benefit Distribution Date. Remaining installments, if any, shall be paid in accordance with the Quarterly Installment Method. |
(d) | Notwithstanding
any other provision of this Plan to the contrary, if the Participant is a Specified Employee, the lump sum payment or any installment payment that would have been paid within six (6) months after the Participant’s Separation from Service shall be delayed until six (6) months after the Participant’s Separation from Service, and shall be paid on or as soon as administratively practicable after the first day of the seventh month. If the Participant has elected a Quarterly Installment Method, subsequent installments will be made pursuant to the original installment schedule pursuant to Section 5.2(c). |
(a) | Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 10.2 or Section 11.2 of the Plan shall be effective. |
(b) | Notwithstanding
any provision of the Plan to the contrary, in the event that the Company determines that any provision of the Plan may cause amounts deferred under the Plan to become immediately taxable to any Participant under Code Section 409A and related Treasury guidance or Regulations, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other actions as the Company determines necessary
or appropriate to comply with the requirements of Code Section 409A and related Treasury guidance or Regulations. |
(a) | that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or |
(b) | that
the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant: |
(i) | the specific reason(s) for the denial of the claim, or any part of it; |
(ii) | specific reference(s) to pertinent provisions of the Plan upon which such denial was based; |
(iii) | a
description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; |
(iv) | an explanation of the claim review procedure set forth in Section 13.3 below;
and |
(v) | a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
(a) | may,
upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; |
(b) | may submit written comments or other documents; and/or |
(c) | may request a hearing, which the Committee, in its sole discretion, may grant. |
(a) | specific reasons for the decision; |
(b) | specific reference(s) to the pertinent Plan provisions upon which the decision was based; |
(c) | a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant
(as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and |
(d) | a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a). |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/16/16 | 5, SC 13G, SC 13G/A | ||
1/1/16 | ||||
For Period end: | 12/31/15 | 11-K, 4, 5, SD | ||
12/9/15 | ||||
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 5/26/16 SEC UPLOAD¶ 9/09/17 1:36K Enovis Corp. 5/18/16 SEC UPLOAD¶ 9/09/17 1:138K Enovis Corp. 4/26/16 SEC UPLOAD¶ 9/09/17 1:159K Enovis Corp. |