SEC Info - Colfax Corp - ‘10-Q’ for 7/1/16

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Colfax Corp – ‘10-Q’ for 7/1/16 – ‘EX-10.02’

On: Thursday, 7/28/16, at 6:23am ET · For: 7/1/16 · Accession #: 1420800-16-73 · File #: 1-34045

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

 7/28/16  Colfax Corp                       10-Q        7/01/16   71:6.8M

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    519K 
 2: EX-10.01    Material Contract                                   HTML    182K 
 3: EX-10.02    Material Contract                                   HTML     40K 
 4: EX-10.03    Material Contract                                   HTML     78K 
 5: EX-31.01    Certification -- §302 - SOA'02                      HTML     28K 
 6: EX-31.02    Certification -- §302 - SOA'02                      HTML     28K 
 7: EX-32.01    Certification -- §906 - SOA'02                      HTML     22K 
 8: EX-32.02    Certification -- §906 - SOA'02                      HTML     22K 
15: R1          Document and Entity Information                     HTML     39K 
16: R2          Condensed Consolidated Statements of Income         HTML     61K 
17: R3          Condensed Consolidated Statements of Comprehensive  HTML     53K 
                (Loss) Income                                                    
18: R4          Condensed Consolidated Statements of Comprehensive  HTML     28K 
                (Loss) Income [Parenthetical]                                    
19: R5          Condensed Consolidated Balance Sheets               HTML     92K 
20: R6          Condensed Consolidated Balance Sheets               HTML     30K 
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21: R7          Condensed Consolidated Statement of Equity          HTML     61K 
22: R8          Condensed Consolidated Statement of Equity          HTML     22K 
                Statement of Stockholders' Equity [Parenthetical]                
23: R9          Condensed Consolidated Statements of Cash Flows     HTML     88K 
24: R10         General (Text Block)                                HTML     29K 
25: R11         Recently Issued Accounting Pronouncements (Text     HTML     32K 
                Block)                                                           
26: R12         Acquisitions (Notes)                                HTML     30K 
27: R13         Net Income Per Share (Text Block)                   HTML     58K 
28: R14         Income Taxes (Text Block)                           HTML     28K 
29: R15         Equity (Text Block)                                 HTML    150K 
30: R16         Inventories, Net (Text Block)                       HTML     34K 
31: R17         Debt (Text Block)                                   HTML     40K 
32: R18         Accrued Liabilities (Text Block)                    HTML    114K 
33: R19         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     78K 
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34: R20         Financial Instruments and Fair Value Measurements   HTML    169K 
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35: R21         Commitments and Contingencies (Text Block)          HTML     51K 
36: R22         Segment Information (Text Block)                    HTML     93K 
37: R23         Net Income Per Share (Tables)                       HTML     54K 
38: R24         Equity (Tables)                                     HTML    146K 
39: R25         Inventories, Net (Tables)                           HTML     35K 
40: R26         Debt (Tables)                                       HTML     32K 
41: R27         Accrued Liabilities (Tables)                        HTML    116K 
42: R28         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     77K 
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43: R29         Financial Instruments and Fair Value Measurements   HTML    172K 
                (Tables)                                                         
44: R30         Commitments and Contingencies (Tables)              HTML     45K 
45: R31         Segment Information (Tables)                        HTML     88K 
46: R32         Acquisitions (Details)                              HTML     27K 
47: R33         Net Income Per Share (Details)                      HTML     40K 
48: R34         Net Income Per Share (Details Textual)              HTML     23K 
49: R35         Income Taxes (Details Textual)                      HTML     29K 
50: R36         Equity (Details - AOCI Components)                  HTML     64K 
51: R37         Equity (Details - Amounts Reclassified from         HTML     49K 
                Accumulated Other Comprehensive Loss)                            
52: R38         Equity Textuals (Details)                           HTML     36K 
53: R39         Inventories, Net (Details)                          HTML     36K 
54: R40         Debt Components (Details)                           HTML     33K 
55: R41         Debt (Details Textual)                              HTML     39K 
56: R42         Accrued Liabilities Chart (Details)                 HTML     46K 
57: R43         Warranty Liability Rollforward (Details)            HTML     31K 
58: R44         Restructuring Rollforward (Details)                 HTML     57K 
59: R45         Accrued Liabilities (Details Textual)               HTML     25K 
60: R46         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     40K 
                (Details)                                                        
61: R47         Fair Value Hierarchy (Details)                      HTML     52K 
62: R48         Foreign Currency Contracts Notional Values          HTML     27K 
                (Details)                                                        
63: R49         Gain (Loss) On Derivative Instruments (Details)     HTML     38K 
64: R50         Financial Instruments and Fair Value Measurements   HTML     21K 
                (Details Textual)                                                
65: R51         Claims Rollforward (Details)                        HTML     25K 
66: R52         Asbestos Litigation (Details 1)                     HTML     28K 
67: R53         Commitments and Contingencies (Details Textual)     HTML     24K 
68: R54         Segment Information (Details)                       HTML     44K 
70: XML         IDEA XML File -- Filing Summary                      XML    118K 
69: EXCEL       IDEA Workbook of Financial Reports                  XLSX     61K 
 9: EX-101.INS  XBRL Instance -- cfx-20160701                        XML   2.23M 
11: EX-101.CAL  XBRL Calculations -- cfx-20160701_cal                XML    165K 
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13: EX-101.LAB  XBRL Labels -- cfx-20160701_lab                      XML    946K 
14: EX-101.PRE  XBRL Presentations -- cfx-20160701_pre               XML    560K 
10: EX-101.SCH  XBRL Schema -- cfx-20160701                          XSD    114K 
71: ZIP         XBRL Zipped Folder -- 0001420800-16-000073-xbrl      Zip    160K

‘EX-10.02’ — Material Contract

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

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Exhibit

[redacted]


Date of Employment	We anticipate that your start date will be July 1, 2016. While you are onboarding, our current Chief Financial Officer will continue to serve in the CFO role, through the filing of our Form 10-Q reporting second quarter 2016 results.


Base Salary	Your starting annual salary will be US $550,000 payable bi-weekly. You will be eligible for an annual merit increase based on benchmark 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 80% 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 pro-rated for a partial year of employment based on your start date. In the event of your involuntary termination not for cause, or if you terminate your employment for Good Reason, after year end and before the March payout, you will receive your annual incentive bonus earned in the previous year.


Equity Awards	You will be provided a new hire equity award of $2,100,000. The effective grant date is expected to be on your first day of employment with Colfax.

The annual grant portion, $1,600,000 of the total $2,100,000 will follow the 2016 approved vesting for executive officers: 75% in stock options to be vested 33% on the 1^st - 3^rd anniversaries of grant and 25% in performance-based restricted stock units with 50% vesting on the 3rd and 4^th anniversaries of grant. The PRSU performance metric is $1.76 in adjusted EPS within any four consecutive quarters in the performance period. The performance period begins in the first full quarter after your start date and ends on the last full quarter before the third anniversary of your grant date. 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.

Finally, in consideration of your joining Colfax, $500,000 of the $2,100,000 grant, will be restricted stock units, RSUs, which vest 33% each on the 2nd - 4th anniversaries of grant.

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 after you start with Colfax. Options are valued based on Black Scholes model for your grant date prepared by management. Specific numbers of performance-based restricted stock and time-based restricted stock units will be determined based on a 15-day average closing price up to your 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 2.5x to 3.5x 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 2016 Omnibus Incentive Plan or successor plan. You will receive a copy of our equity brochure including illustration.


401(k)	You will have the opportunity to participate in the Colfax 401(k) Savings Plan Plus 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.


NQ Deferred Comp	You will have the opportunity to defer up to 50% of base salary and 75% bonus in the nonqualified deferred compensation and optimize the company matching contribution above the IRS thresholds in 401(k).


Transition Bonus	You will receive a cash transition bonus of US $100,000. If you resign from the company within the first year of employment, you are required to reimburse 100% of this amount.

Relocation

You will be 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. As an exception to the normal relocation services, you will receive 6 months of temporary living and household good storage in addition to the Selling Services Package. Part of your relocation is taxable and part of it is non-taxable in accordance with IRS guidelines. Colfax provides gross ups on all customary relocation expenses except for our miscellaneous allowance and real estate commissions on your home sale. Officers of the company may not receive loans. 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. Please see our relocation guide for more information on the program.


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 four weeks of vacation (prorated for partial year in 2016), plus three floating holidays and any company-paid holidays.


Severance	In the event your employment is terminated, other than for Cause, or you terminate your employment for Good Reason, you will receive an amount equal to the sum of: (i) one times your base salary plus (ii) one times your target annual cash bonus.

In the event your employment is terminated, other than for Cause, or you terminate your employment for Good Reason within three months before or two years after a Change in Control, you will receive an amount equal to the sum of: (i) two times your base salary plus (ii) two times your target annual cash bonus.

Eligibility for severance payments is predicated on meeting Colfax’s standard covenant and release requirements.

For purposes of this offer letter, “Change in Control” means the occurrence of one or more of the following events, for the Company: (i) any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 as amended (the “Act”)) or “group” (as such term is used in Section 13(d)(3) of the Act) is or becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Act) of more than 50% of the Voting Stock of the Company; (ii) within any 24 month period the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the Effective Date; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors of the applicable company shall be considered to be an Incumbent Director; (iii) the Company transfers all or substantially all of its assets or business (unless the shareholders of the applicable company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the applicable company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of, as applicable, the Company or the Company’s ultimate parent company if the Company is a subsidiary of another corporation); or (iv) any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, the shareholders of the Company, as applicable, immediately prior to the transaction hold, directly or indirectly, more than 50% of the Voting Stock of, as applicable, the Company or the Company’s ultimate parent company if the Company is a subsidiary of another

corporation (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company). For purposes of this Change in Control definition, the Company shall include any entity that succeeds to all or substantially all of the business of the Company and “Voting Stock” shall mean securities or ownership interests of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation.

“Cause” means the following:


(1)	Your conviction for commission of a felony or a crime involving moral

turpitude;


(2)	Your willful commission of any act of theft, fraud, embezzlement or misappropriation against the Company, a Participating Employer or their subsidiaries or affiliates; or


(3)	Your continued failure to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness), which failure is not remedied within 30 calendar days after written demand for substantial performance is delivered by Colfax that specifically identifies the manner in which Colfax believes that you have not substantially performed your duties.

“Cause” will be interpreted, in good faith, by the Compensation Committee (or its designee) in its sole discretion and such interpretation will be conclusive and binding on all parties.

“Good Reason” means the occurrence of any one or more of the following events which occur without your express written consent:

(1)

The assignment to you of duties materially inconsistent with your position and status or an alteration, materially adverse to you, in the nature of your duties, responsibilities, compensation, authorities or reporting relationships, your position or the conditions of your employment (other than inadvertent actions which are promptly remedied); except the foregoing will not constitute Good Reason if occurring (A) in connection with the termination of your employment for Cause, disability, or as a result of your death or, (B) as a result of action by or with your consent; or


(2)	The company or a participating employer requiring you to relocate your principal place of business for the company or participating employer to a location at least 50 miles from your current place of business, and which is a least 50 miles longer distance from your place of residence.

Chris, 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,

/s/ Matthew L. Trerotola

Matthew L. Trerotola

President and Chief Executive Officer

Colfax Corporation

CC: Lynn H. Clark, SVP Human Resources

ACKNOWLEGED & ACCEPTED:

/s/ Christopher Hix

____________________________________

Chris Hix

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	4/1/17
Filed on:	7/28/16	8-K
For Period end:	7/1/16
		List all Filings

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 0001420800-16-000073 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)