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National Research Corp. – ‘10-Q’ for 6/30/20 – ‘EX-10.2’

On:  Friday, 8/7/20, at 9:25am ET   ·   For:  6/30/20   ·   Accession #:  1437749-20-16985   ·   File #:  1-35929

Previous ‘10-Q’:  ‘10-Q’ on 5/8/20 for 3/31/20   ·   Next:  ‘10-Q’ on 11/6/20 for 9/30/20   ·   Latest:  ‘10-Q’ on 11/9/23 for 9/30/23   ·   6 References:   

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

 8/07/20  National Research Corp.           10-Q        6/30/20   66:6.1M                                   RDG Filings/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    607K 
 2: EX-10.1     Material Contract                                   HTML    306K 
 3: EX-10.2     Material Contract                                   HTML     23K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     21K 
13: R1          Document And Entity Information                     HTML     73K 
14: R2          Condensed Consolidated Balance Sheets (Current      HTML    118K 
                Period Unaudited)                                                
15: R3          Condensed Consolidated Balance Sheets (Current      HTML     39K 
                Period Unaudited) (Parentheticals)                               
16: R4          Condensed Consolidated Statements of Income         HTML     87K 
                (Unaudited)                                                      
17: R5          Condensed Consolidated Statements of Comprehensive  HTML     38K 
                Income (Unaudited)                                               
18: R6          Condensed Consolidated Statements of Shareholders'  HTML     61K 
                Equity (Unaudited)                                               
19: R7          Condensed Consolidated Statements of Shareholders'  HTML     33K 
                Equity (Unaudited) (Parentheticals)                              
20: R8          Condensed Consolidated Statements of Cash Flows     HTML    110K 
                (Unaudited)                                                      
21: R9          Note 1 - Summary of Significant Accounting          HTML    105K 
                Policies                                                         
22: R10         Note 2 - Contracts With Customers                   HTML     65K 
23: R11         Note 3 - Income Taxes                               HTML     26K 
24: R12         Note 4 - Notes Payable                              HTML     35K 
25: R13         Note 5 - Share-based Compensation                   HTML     62K 
26: R14         Note 6 - Goodwill and Other Intangible Assets       HTML     39K 
27: R15         Note 7 - Property and Equipment                     HTML     29K 
28: R16         Note 8 - Earnings Per Share                         HTML     59K 
29: R17         Note 9 - Related Party                              HTML     27K 
30: R18         Note 10 - Segment Information                       HTML     39K 
31: R19         Significant Accounting Policies (Policies)          HTML    116K 
32: R20         Note 1 - Summary of Significant Accounting          HTML     69K 
                Policies (Tables)                                                
33: R21         Note 2 - Contracts With Customers (Tables)          HTML     60K 
34: R22         Note 4 - Notes Payable (Tables)                     HTML     29K 
35: R23         Note 5 - Share-based Compensation (Tables)          HTML     57K 
36: R24         Note 6 - Goodwill and Other Intangible Assets       HTML     40K 
                (Tables)                                                         
37: R25         Note 7 - Property and Equipment (Tables)            HTML     28K 
38: R26         Note 8 - Earnings Per Share (Tables)                HTML     56K 
39: R27         Note 10 - Segment Information (Tables)              HTML     34K 
40: R28         Note 1 - Summary of Significant Accounting          HTML     70K 
                Policies (Details Textual)                                       
41: R29         Note 1 - Summary of Significant Accounting          HTML     25K 
                Policies - Amortization Expense Classification                   
                (Details)                                                        
42: R30         Note 1 - Summary of Significant Accounting          HTML     28K 
                Policies - Allowance for Doubtful Accounts                       
                (Details)                                                        
43: R31         Note 1 - Summary of Significant Accounting          HTML     32K 
                Policies - Fair Value of Financial Assets and                    
                Liabilities (Details)                                            
44: R32         Note 2 - Contracts With Customers 1 (Details        HTML     26K 
                Textual)                                                         
45: R33         Note 2 - Contracts With Customers 2 (Details        HTML     28K 
                Textual)                                                         
46: R34         Note 2 - Contracts With Customers - Disaggregation  HTML     34K 
                of Revenue (Details)                                             
47: R35         Note 2 - Contracts With Customers - Information     HTML     40K 
                About Receivables, Contract Assets, and Contract                 
                Liabilities From Contracts With Customers                        
                (Details)                                                        
48: R36         Note 3 - Income Taxes (Details Textual)             HTML     23K 
49: R37         Note 4 - Notes Payable (Details Textual)            HTML     60K 
50: R38         Note 4 - Notes Payable - Summary of Notes Payable   HTML     30K 
                (Details)                                                        
51: R39         Note 5 - Share-based Compensation (Details          HTML     87K 
                Textual)                                                         
52: R40         Note 5 - Share-based Compensation - Stock Options   HTML     30K 
                Valuation Assumptions (Details)                                  
53: R41         Note 5 - Share-based Compensation - Stock Option    HTML     63K 
                Activity Under Equity Incentive Plans and Director               
                Plan (Details)                                                   
54: R42         Note 5 - Share-based Compensation - Non-vested      HTML     35K 
                Stock (Details)                                                  
55: R43         Note 6 - Goodwill and Other Intangible Assets -     HTML     23K 
                Summary of Changes in the Carrying Amount of                     
                Goodwill (Details)                                               
56: R44         Note 6 - Goodwill and Other Intangible Assets -     HTML     35K 
                Summary of Goodwill and Intangible Assets                        
                (Details)                                                        
57: R45         Note 7 - Property and Equipment - Summary of        HTML     27K 
                Property and Equipment (Details)                                 
58: R46         Note 8 - Earnings Per Share (Details Textual)       HTML     23K 
59: R47         Note 8 - Earnings Per Share - Net Income Per Share  HTML     56K 
                Computation (Details)                                            
60: R48         Note 9 - Related Party (Details Textual)            HTML     30K 
61: R49         Note 10 - Segment Information (Details Textual)     HTML     23K 
62: R50         Note 10 - Segment Information - Assets by           HTML     29K 
                Geographic Area (Details)                                        
64: XML         IDEA XML File -- Filing Summary                      XML    119K 
12: XML         XBRL Instance -- nrc20200630_10q_htm                 XML   1.26M 
63: EXCEL       IDEA Workbook of Financial Reports                  XLSX     64K 
 8: EX-101.CAL  XBRL Calculations -- nrc-20200630_cal                XML    120K 
 9: EX-101.DEF  XBRL Definitions -- nrc-20200630_def                 XML    980K 
10: EX-101.LAB  XBRL Labels -- nrc-20200630_lab                      XML    826K 
11: EX-101.PRE  XBRL Presentations -- nrc-20200630_pre               XML   1.00M 
 7: EX-101.SCH  XBRL Schema -- nrc-20200630                          XSD    142K 
65: JSON        XBRL Instance as JSON Data -- MetaLinks              304±   470K 
66: ZIP         XBRL Zipped Folder -- 0001437749-20-016985-xbrl      Zip    255K 


‘EX-10.2’   —   Material Contract


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



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Exhibit 10.2

 

FORM OF GRANT USED IN CONNECTION WITH THE NATIONAL RESEARCH CORPORATION
2004 NON-EMPLOYEE DIRECTOR STOCK PLAN, AS AMENDED

 

[Director name]

 

Re:     Stock Option Grant National Research Corporation Director Stock Plan

 

This letter is to confirm that on [date], you were automatically granted a nonqualified stock option to purchase [# of shares] shares of Common Stock, $.001 par value, of National Research Corporation (“Company”) pursuant to the terms of the 2004 Non-Employee Director Stock Plan (the “Plan”).

 

Your stock option to purchase up to [# of shares] shares of Common Stock is subject to the terms and conditions of the Plan. The option price is [price] per share, which was the last sale price of a share of Common Stock on the NASDAQ Stock Market on [date of grant], the date of grant.

 

In accordance with the terms of the Plan, when your options are granted on an “Annual Grant Date” (i.e., the date of the Company’s Annual Meeting of Shareholders) such options are not exercisable until the day immediately preceding the next following Annual Grant Date (the “Vesting Date”), unless your status as a director of the Company terminates because of death prior to that time, in which event the options become immediately exercisable in full and may be exercised for a period of three (3) years after the date of death. If for any reason other than death you cease to be an outside director of the Company prior to the Vesting Date, the options will be cancelled as of the date of such termination. Subject to the foregoing, the options expire ten (10) years after the date of grant, or if earlier, three (3) years after you cease to be an outside director of the Company.

 

The other terms which govern your stock options are as set forth below and as provided in the Plan.

 

Procedure for Exercise. You may exercise your options in whole or in part at any time after the options have become exercisable (as discussed above) by delivering written notice to the Company together with payment of the option price in cash, previously acquired shares of Common Stock valued at their fair market value or such other forms as the Board or Plan administrator approves.

 

Securities Laws Matters. Applicable federal and state securities laws govern the disposition by you of shares purchased through the exercise of your options. You may sell such shares only (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Act”), or (2) in a transaction which is exempt from registration under the Act, such as a sale which fully complies with Rule 144 under the Act.

 

Non-Transferability. Your options may not be sold or transferred other than by will or under the laws of descent and distribution, except that an option may be transferred to the extent allowed by the Board or the Plan administrator. The designation of a beneficiary will not constitute a transfer.

 

Conformity with Plan. Your options are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Inconsistencies between this letter and the Plan will be resolved in accordance with the terms of the Plan.

 

Please execute and return the enclosed copy of this letter to the Company. By doing so, you agree to be bound by all of the terms of this letter and of the Plan.

 

Very truly yours,

 

NATIONAL RESEARCH CORPORATION

 

   
By:     [Authorized Officer]  

 

 

 

Accepted on this _____ day of _______________, [yyyy].

 

   
[Director name], Director  

 

 

4 Subsequent Filings that Reference this Filing

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

 2/27/24  National Research Corp.           10-K       12/31/23   91:9.5M                                   RDG Filings/FA
 3/03/23  National Research Corp.           10-K       12/31/22   90:9M                                     RDG Filings/FA
 3/04/22  National Research Corp.           10-K       12/31/21   91:8.5M                                   RDG Filings/FA
 3/05/21  National Research Corp.           10-K       12/31/20   89:9M                                     RDG Filings/FA


2 Previous Filings that this Filing References

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

 3/23/20  National Research Corp.           8-K:5,9     3/19/20    2:149K                                   RDG Filings/FA
 4/20/18  National Research Corp.           8-K:1,2,3,5 4/16/18    4:1M                                     RDG Filings/FA
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