SEC Info - Colfax Corp - ‘10-Q’ for 3/29/19

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Colfax Corp – ‘10-Q’ for 3/29/19 – ‘EX-10.1’

On: Wednesday, 5/8/19, at 6:37am ET · For: 3/29/19 · Accession #: 1420800-19-8 · File #: 1-34045

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

 5/08/19  Colfax Corp                       10-Q        3/29/19   87:7.4M

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    575K 
 2: EX-10.1     Material Contract                                   HTML     38K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Document and Entity Information                     HTML     46K 
14: R2          Condensed Consolidated Statements of Income         HTML    102K 
15: R3          Condensed Consolidated Statements of Comprehensive  HTML     61K 
                Income (Loss)                                                    
16: R4          Condensed Consolidated Statements of Comprehensive  HTML     34K 
                Income (Loss) [Parenthetical]                                    
17: R5          Condensed Consolidated Balance Sheets               HTML    106K 
18: R6          Condensed Consolidated Balance Sheets               HTML     35K 
                [Parenthetical]                                                  
19: R7          Condensed Consolidated Statement of Equity          HTML     73K 
20: R8          Condensed Consolidated Statement of Equity          HTML     28K 
                Statement of Stockholders' Equity [Parenthetical]                
21: R9          Condensed Consolidated Statements of Cash Flows     HTML    114K 
22: R10         General (Text Block)                                HTML     34K 
23: R11         Recently Issued Accounting Pronouncements (Text     HTML     44K 
                Block)                                                           
24: R12         Discontinued Operations (Notes)                     HTML     39K 
25: R13         Acquisitions Acquisitions (Notes)                   HTML     52K 
26: R14         Revenue (Notes)                                     HTML     56K 
27: R15         Net Income Per Share (Text Block)                   HTML     38K 
28: R16         Income Taxes                                        HTML     28K 
29: R17         Equity                                              HTML    123K 
30: R18         Inventories, Net (Text Block)                       HTML     36K 
31: R19         Leases                                              HTML     39K 
32: R20         Debt (Text Block)                                   HTML     64K 
33: R21         Accrued Liabilities (Text Block)                    HTML    129K 
34: R22         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     55K 
                (Text Block)                                                     
35: R23         Financial Instruments and Fair Value Measurements   HTML    154K 
                (Text Block)                                                     
36: R24         Commitments and Contingencies (Text Block)          HTML     50K 
37: R25         Segment Information (Text Block)                    HTML     60K 
38: R26         Revenue (Policies)                                  HTML     55K 
39: R27         Discontinued Operations (Tables)                    HTML     44K 
40: R28         Acquisitions Acquisitions (Tables)                  HTML     53K 
41: R29         Revenue (Tables)                                    HTML     43K 
42: R30         Net Income Per Share (Tables)                       HTML     37K 
43: R31         Equity (Tables)                                     HTML    105K 
44: R32         Inventories, Net (Tables)                           HTML     37K 
45: R33         Leases (Tables)                                     HTML     37K 
46: R34         Debt (Tables)                                       HTML     37K 
47: R35         Accrued Liabilities (Tables)                        HTML    134K 
48: R36         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     55K 
                (Tables)                                                         
49: R37         Financial Instruments and Fair Value Measurements   HTML    158K 
                (Tables)                                                         
50: R38         Commitments and Contingencies (Tables)              HTML     46K 
51: R39         Segment Information (Tables)                        HTML     56K 
52: R40         General General (Details)                           HTML     27K 
53: R41         Recently Issued Accounting Pronouncements Details   HTML     31K 
                Textual (Details)                                                
54: R42         Discontinued Operations (Details)                   HTML     45K 
55: R43         Acquisitions - Narrative (Details)                  HTML     32K 
56: R44         Acquisitions - Proforma Financial Information       HTML     29K 
                (Details)                                                        
57: R45         Acquisitions - Fair Value of Assets Acquired and    HTML     54K 
                Liabilities Assumed (Details)                                    
58: R46         Acquisitions - Preliminary Assets Acquired          HTML     35K 
                (Details)                                                        
59: R47         Revenue (Details)                                   HTML     33K 
60: R48         Revenue Details Textual (Details)                   HTML     48K 
61: R49         Revenue Detail Textuals -2 (Details)                HTML     24K 
62: R50         Revenue - Performance Obligations (Details)         HTML     28K 
63: R51         Net Income Per Share (Details)                      HTML     40K 
64: R52         Net Income Per Share (Details Textual)              HTML     29K 
65: R53         Income Taxes (Details)                              HTML     39K 
66: R54         Equity (Details - AOCI Components)                  HTML     83K 
67: R55         Equity Equity Textual (Details)                     HTML     72K 
68: R56         Equity - Schedule of TEUs (Details)                 HTML     36K 
69: R57         Inventories, Net (Details)                          HTML     38K 
70: R58         Leases (Details)                                    HTML     49K 
71: R59         Debt Components (Details)                           HTML     41K 
72: R60         Debt (Details Textual)                              HTML    131K 
73: R61         Accrued Liabilities Chart (Details)                 HTML     47K 
74: R62         Warranty Liability Rollforward (Details)            HTML     38K 
75: R63         Restructuring Rollforward (Details)                 HTML     60K 
76: R64         Accrued Liabilities (Details Textual)               HTML     35K 
77: R65         Net Periodic Benefit Cost-Defined Benefit Plans     HTML     47K 
                (Details)                                                        
78: R66         Fair Value Hierarchy (Details)                      HTML     54K 
79: R67         Foreign Currency Contracts Notional Values          HTML     30K 
                (Details)                                                        
80: R68         Gain (Loss) On Derivative Instruments (Details)     HTML     40K 
81: R69         Financial Instruments and Fair Value Measurements   HTML     24K 
                (Details Textual)                                                
82: R70         Claims Rollforward (Details)                        HTML     30K 
83: R71         Asbestos Litigation (Details 1)                     HTML     31K 
84: R72         Segment Information (Details)                       HTML     56K 
86: XML         IDEA XML File -- Filing Summary                      XML    153K 
85: EXCEL       IDEA Workbook of Financial Reports                  XLSX     82K 
 7: EX-101.INS  XBRL Instance -- cfx-20190329                        XML   2.19M 
 9: EX-101.CAL  XBRL Calculations -- cfx-20190329_cal                XML    241K 
10: EX-101.DEF  XBRL Definitions -- cfx-20190329_def                 XML    578K 
11: EX-101.LAB  XBRL Labels -- cfx-20190329_lab                      XML   1.49M 
12: EX-101.PRE  XBRL Presentations -- cfx-20190329_pre               XML    902K 
 8: EX-101.SCH  XBRL Schema -- cfx-20190329                          XSD    185K 
87: ZIP         XBRL Zipped Folder -- 0001420800-19-000008-xbrl      Zip    215K

‘EX-10.1’ — Material Contract

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

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Exhibit

AMENDMENT TO

THE SERVICE AGREEMENT

THIS AMENDMENT TO THE SERVICE AGREEMENT (this “Amendment”) is made and entered into effective as of May 7, 2019 (the “Effective Date”) by and between HOWDEN GROUP LTD (the “Company”) and IAN BRANDER (the “Executive”). This Amendment amends that certain Service Agreement between the the Company and the Executive, dated as of December 3, 2010 (the “Service Agreement”). Capitalized terms used and not otherwise defined herein will have the meanings assigned to them in the Service Agreement.

RECITALS

WHEREAS, the Company and the Executive previously entered into the Service Agreement;

WHEREAS, the Company is considering certain strategic options regarding the Company’s Air and Gas Handling division business, and, in contemplation thereof, the Company and the Executive desire to amend the Service Agreement as set forth herein, effective as of the Effective Date; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. The first sentence of Section 4.1 is hereby replaced in its entirety with the following:

The Executive will be paid by the Company monthly for his services during his employment a salary at the date of £384,201 per annum or at such higher rate or rates as the Board may determine and notify to the Executive in writing.

2. The following sentences are hereby added to the end of Section 6.4:

Without limiting the foregoing, the Executive will be eligible to participate in the Company’s Management Incentive Plan (the “MIP”). Notwithstanding any language to the contrary in the MIP, with respect to the Executive’s MIP bonus for the year in which Closing (as defined below) occurs (the “Applicable Year”):

(i)

In the event the Executive’s employment continues with the acquiring entity following the Closing, the Executive will be eligible for his MIP bonus for the Applicable Year with the business metric portion of the bonus based entirely on Howden performance (the “MIP Bonus”) and consistent with the current MIP Bonus Plan, 2019 metrics and achievement calculation, provided that the Executive’s Individual Performance Factor (as such terms are defined in the MIP Bonus Plan) shall automatically be deemed to be achieved at 100% of target. The MIP Bonus, to the extent earned, shall be paid in April 2020 or earlier (as determined by the acquiring entity) (such applicable payment date, the “MIP Payment Date”) subject to the Executive’s continued employment through March 31, 2020. For the avoidance of doubt, to the extent the Executive is terminated following March 31, 2020 but prior to the MIP Payment Date, the Executive shall be entitled to the Executive’s MIP Bonus for the Applicable Year to the extent earned, and such bonus shall be paid on the MIP Payment Date.

(ii)

In the event the Executive is given notice of termination, upon Closing or after Closing but prior to the MIP payment date by the applicable acquiring entity or at the direction of such acquiring entity, in either case, other than as a result of a termination pursuant to Section 15.3 subsections (B) thru (E), the Executive (or in the case of a termination as a result of death, the Executive’s heirs) will be entitled to the full MIP Bonus for the Applicable Year with no pro ration, which will be paid as soon as practicable following notice being given.

3. Section 6 of the Service Agreement is hereby amended by adding the following clauses:

6.5 In addition to the bonuses described in 6.4, the Executive is eligible to receive a one-time cash bonus in the amount of $2,000,000 (less any deductions required by law) (the “Retention Bonus”), payable in a lump sum within thirty (30) days following Closing (as defined below), subject to the Executive’s continued employment through the Closing provided that in the event the Executive is terminated as a result of circumstances described in 15.3(A) prior to Closing, the Executive shall be eligible to receive the Retention Bonus and the Retention Bonus shall be paid to the Executive (or the Executive’s heirs, as applicable) within thirty (30) days

following Closing. The Company, in its sole discretion, may increase the amount of the Retention Bonus by up to $1,000,000 based on the Company and Executive’s performance through Closing (including, but not limited to, delivering orders, adjusted operating profits and working capital on budget through Closing). Notwithstanding the foregoing, in the event the Executive receives the 2020 Bonus, the Executive will not be entitled to receive, and will not receive, the Retention Bonus. “Closing” will mean the consummation of the sale of (i) a majority of the outstanding equity securities of one or more subsidiaries of Colfax Corporation that collectively operate the Company’s Air and Gas Handling division (the “Business”) and/or (ii) all or substantially all of the assets of the Business (such sale, the “Proposed Transaction”). In the event the definitive agreements governing the Proposed Transaction are not executed before March 31, 2020, this Section 6.5 will automatically become null and void and without further force or effect, and no Retention Bonus will be paid under this Section 6.5.

6.6 In addition to the bonuses described in 6.4, the Executive is eligible to receive a one-time cash bonus in the amount of $600,000 (less any deductions required by law), payable within thirty (30) days following March 31, 2020 (the “2020 Bonus”). Payment of the 2020 Bonus is subject to the Executive’s continued employment through March 31, 2020 provided that in the event the Executive is terminated as a result of circumstances described in 15.3(A) prior to such date, the Executive shall be eligible to receive the 2020 Bonus and the 2020 Bonus shall be paid to the Executive (or the Executive’s heirs, as applicable) within thirty (30) days following March 31, 2020. Notwithstanding the foregoing, in the event the Executive receives the Retention Bonus, the Executive will not be entitled to receive, and will not receive, the 2020 Bonus.

4. Section 15.1 is hereby deleted in its entirety and replaced with the following:

The company may only terminate the Executives employment in accordance with clause 2.1 after the completion of the duration of the notice period as defined in clause 2.1 with the exception of termination under clause 15.3. For the avoidance of doubt the executive will remain an employee during the notice period and entitled to full salary, benefits, bonuses and equity plan payments (including retirement provisions) during the notice period.

Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5, 15.2.6 are hereby deleted in their entirety.

5. This Amendment will only serve to amend and modify the Service Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Service Agreement which are not specifically modified, amended and/or waived herein will remain in full force and effect and will not be altered by any provisions herein contained. All prior Service Agreements, promises, negotiations and representations, either oral or written, legally binding or not, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.

6. This Amendment will not be amended, modified or supplemented except by a written instrument signed by the parties hereto. The failure of a party to insist on strict adherence to any term of this Amendment on any occasion will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment. No waiver of any provision of this Amendment will be construed as a waiver of any other provision of this Amendment. Any waiver must be in writing.

7. This Amendment will inure to the benefit of the Company and its successors and assigns and will be binding upon the Company and its successors and assigns. This Amendment is personal to Executive, and Executive will not assign or delegate his rights or duties under this Amendment, and any such assignment or delegation will be null and void.

8. This Amendment may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.



	HOWDEN GROUP LTD.
	By:/s/ *Daniel Pryor*
	Authorized Signatory
	IAN BRANDER
	By: /s/ *Ian Brander*

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	3/31/20	4
Filed on:	5/8/19	8-K
	5/7/19
For Period end:	3/29/19	4, 4/A
	12/3/10
		List all Filings

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Filing Submission 0001420800-19-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)