SEC Info - Knowles Corp - ‘10-K’ for 12/31/15

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Knowles Corp – ‘10-K’ for 12/31/15 – ‘EX-10.17’

On: Friday, 2/19/16, at 4:02pm ET · For: 12/31/15 · Accession #: 1587523-16-29 · File #: 1-36102

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

 2/19/16  Knowles Corp                      10-K       12/31/15  117:14M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.18M 
 2: EX-10.14    Material Contract                                   HTML     44K 
 3: EX-10.16    Material Contract                                   HTML     33K 
 4: EX-10.17    Material Contract                                   HTML     41K 
 5: EX-21.1     Subsidiaries List                                   HTML     43K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     31K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     35K 
16: R1          Document and Entity Information                     HTML     60K 
17: R2          Consolidated Statements of Earnings                 HTML     94K 
18: R3          Consolidated Statements of Earnings Parenthetical   HTML     33K 
19: R4          Consolidated Statements of Comprehensive Earnings   HTML     74K 
20: R5          Consolidated Balance Sheets                         HTML    118K 
21: R6          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
22: R7          Consolidated Statement of Stockholders' Equity      HTML     82K 
23: R8          Consolidated Statements of Cash Flows               HTML    147K 
24: R9          Summary of Significant Accounting Policies          HTML     97K 
25: R10         Acquisition Acquisition                             HTML     74K 
26: R11         Related Party Transactions                          HTML     40K 
27: R12         Impairments                                         HTML     39K 
28: R13         Inventories                                         HTML     45K 
29: R14         Property, Plant and Equipment, net                  HTML     46K 
30: R15         Accrued Expenses and Other Liabilities              HTML     68K 
31: R16         Hedging Transactions and Derivative Instruments     HTML     69K 
32: R17         Borrowings and Lines of Credit                      HTML     72K 
33: R18         Income Taxes                                        HTML    156K 
34: R19         Equity Incentive Program                            HTML    151K 
35: R20         Commitments and Contingent Liabilities              HTML     61K 
36: R21         Employee Benefit Plans (Notes)                      HTML    222K 
37: R22         Other Comprehensive (Loss) Earnings                 HTML    125K 
38: R23         Segment Information                                 HTML    152K 
39: R24         Earnings per Share                                  HTML     65K 
40: R25         Quarterly Data (Unaudited)                          HTML     68K 
41: R26         Subsequent Events                                   HTML     41K 
42: R27         Schedule II - Valuation and Qualifying Accounts     HTML     75K 
43: R28         Summary of Significant Accounting Policies          HTML    121K 
                (Policies)                                                       
44: R29         Acquisition Acquisition (Tables)                    HTML     61K 
45: R30         Inventories (Tables)                                HTML     44K 
46: R31         Property, Plant and Equipment, net (Tables)         HTML     45K 
47: R32         Goodwill and Other Intangible Assets (Tables)       HTML    179K 
48: R33         Accrued Expenses and Other Liabilities (Tables)     HTML     70K 
49: R34         Restructuring and Related Activities (Tables)       HTML    155K 
50: R35         Hedging Transactions and Derivative Instruments     HTML     48K 
                (Tables)                                                         
51: R36         Borrowings and Lines of Credit (Tables)             HTML     59K 
52: R37         Income Taxes (Tables)                               HTML    149K 
53: R38         Equity Incentive Program (Tables)                   HTML    147K 
54: R39         Commitments and Contingent Liabilities (Tables)     HTML     45K 
55: R40         Employee Benefit Plans (Tables)                     HTML    215K 
56: R41         Other Comprehensive (Loss) Earnings (Tables)        HTML    123K 
57: R42         Segment Information (Tables)                        HTML    141K 
58: R43         Earnings per Share (Tables)                         HTML     61K 
59: R44         Quarterly Data (Tables)                             HTML     65K 
60: R45         Summary of Significant Accounting Policies          HTML    169K 
                (Details)                                                        
61: R46         Acquisition Acquisition (Details)                   HTML     71K 
62: R47         Acquisition Acquisition - Schedule of Purchase      HTML     68K 
                Consideration and Net Asset Allocation (Details)                 
63: R48         Acquisition Acquisition - Selected Unaudited        HTML     42K 
                Pro-forma Combined Statement of Earnings (Details)               
64: R49         Related Party Transactions (Details)                HTML     37K 
65: R50         Impairments (Details)                               HTML     56K 
66: R51         Inventories (Details)                               HTML     47K 
67: R52         Property, Plant and Equipment, net (Details)        HTML     47K 
68: R53         Goodwill and Other Intangible Assets - Goodwill     HTML     45K 
                (Details)                                                        
69: R54         Goodwill and Other Intangible Assets - Intangible   HTML     58K 
                Assets and Amortization Expense (Details)                        
70: R55         Goodwill and Other Intangible Assets -              HTML     36K 
                Indefinite-Lived Intangible Assets (Details)                     
71: R56         Goodwill and Other Intangible Assets - Future       HTML     43K 
                Amortization Expense (Details)                                   
72: R57         Accrued Expenses and Other Liabilities - Schedule   HTML     45K 
                of Accrued Expenses (Details)                                    
73: R58         Accrued Expenses and Other Liabilities - Schedule   HTML     47K 
                of Other Liabilities (Details)                                   
74: R59         Accrued Expenses and Other Liabilities Accrued      HTML     42K 
                Expenses and Other Liabilities - Product Warrant                 
                Accrual Rollforward (Details)                                    
75: R60         Restructuring and Related Activities - Costs        HTML     69K 
                Recognized and Remaining Costs (Details)                         
76: R61         Restructuring and Related Activities -              HTML     62K 
                Restructuring Activities (Details)                               
77: R62         Restructuring and Related Activities - Balance      HTML     39K 
                Sheet Location (Details)                                         
78: R63         Hedging Transactions and Derivative Instruments -   HTML     58K 
                Narrative (Details)                                              
79: R64         Hedging Transactions and Derivative Instruments -   HTML     53K 
                Fair Value of Derivative Instruments (Details)                   
80: R65         Hedging Transaction and Derivative Instruments -    HTML     39K 
                Fair Value of Derivatives Qualifying as Hedging                  
                Instrument (Details)                                             
81: R66         Borrowings and Lines of Credit - Schedule of        HTML     90K 
                Long-term Debt Instruments (Details)                             
82: R67         Borrowings and Lines of Credit - Schedule of        HTML     54K 
                Interest Expense and Interest Income (Details)                   
83: R68         Borrowings and Lines of Credit Borrowings and       HTML     74K 
                Lines of Credit - Narrative (Details)                            
84: R69         Income Taxes - Income before Tax, Domestic and      HTML     40K 
                Foreign (Details)                                                
85: R70         Income Taxes - Components of Income Tax Expense     HTML     66K 
                (Benefit) (Details)                                              
86: R71         Income Taxes - Effective Income Tax Rate            HTML     68K 
                Reconciliation (Details)                                         
87: R72         Income Taxes - Deferred Tax Assets and Liabilities  HTML     86K 
                (Details)                                                        
88: R73         Income Taxes - Net Operating Loss and Tax Credit    HTML     69K 
                Carryforwards (Details)                                          
89: R74         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     55K 
90: R75         Equity Incentive Program - Share Based              HTML     49K 
                Compensation Expense (Details)                                   
91: R76         Equity Incentive Program - Stock Options and SSARs  HTML    164K 
                (Details)                                                        
92: R77         Equity Incentive Program - RSUs (Details)           HTML     66K 
93: R78         Equity Incentive Program - Additional Information   HTML     55K 
                (Details)                                                        
94: R79         Equity Incentive Program Equity Incentive Program   HTML     47K 
                - Other Information Regarding SSARs and Stock                    
                Options (Details)                                                
95: R80         Commitments and Contingent Liabilities - Lease      HTML     80K 
                Commitments (Details)                                            
96: R81         Employee Benefit Plans - Additional Information     HTML     55K 
                (Details)                                                        
97: R82         Employee Benefit Plans - Change in Benefit          HTML    104K 
                Obligation and Funded Status (Details)                           
98: R83         Employee Benefit Plans - Accumulated Benefit        HTML     42K 
                Obligations in Excess of Plan Assets (Details)                   
99: R84         Employee Benefit Plans - Components of the Net      HTML     50K 
                Periodic Benefit Cost (Details)                                  
100: R85         Employee Benefit Plans - Actuarial Assumptions      HTML     60K  
                (Details)                                                        
101: R86         Employee Benefit Plans - Fair Value of Plan Assets  HTML     67K  
                by Category (Details)                                            
102: R87         Employee Benefit Plans - Future Estimates           HTML     51K  
                (Details)                                                        
103: R88         Employee Benefit Plans - Supplemental Retirement    HTML     45K  
                Plan (Details)                                                   
104: R89         Other Comprehensive (Loss) Earnings - Amounts       HTML     77K  
                Recognized in OCI (Details)                                      
105: R90         Other Comprehensive (Loss) Earnings - Componets of  HTML     56K  
                AOCI (Details)                                                   
106: R91         Other Comprehensive (Loss) Earnings - Changes in    HTML     52K  
                Components of AOCI (Details)                                     
107: R92         Segment Information - Information on Reportable     HTML    115K  
                Segments (Details)                                               
108: R93         Segment Information - Reportable Segments Adjusted  HTML     45K  
                Working Capital and Assets (Details)                             
109: R94         Segment Information - Revenue by Geographic         HTML     51K  
                Location (Details)                                               
110: R95         Segment Information Segment Information -           HTML     51K  
                Concentration of Credit Risk (Details)                           
111: R96         Earnings per Share (Details)                        HTML     86K  
112: R97         Quarterly Data (Details)                            HTML     49K  
113: R98         Subsequent Events (Details)                         HTML     64K  
114: R99         Schedule II - Valuation and Qualifying Accounts     HTML     47K  
                (Details)                                                        
116: XML         IDEA XML File -- Filing Summary                      XML    208K  
115: EXCEL       IDEA Workbook of Financial Reports                  XLSX    137K  
10: EX-101.INS  XBRL Instance -- kn-20151231                         XML   4.06M 
12: EX-101.CAL  XBRL Calculations -- kn-20151231_cal                 XML    369K 
13: EX-101.DEF  XBRL Definitions -- kn-20151231_def                  XML   1.15M 
14: EX-101.LAB  XBRL Labels -- kn-20151231_lab                       XML   2.64M 
15: EX-101.PRE  XBRL Presentations -- kn-20151231_pre                XML   1.63M 
11: EX-101.SCH  XBRL Schema -- kn-20151231                           XSD    230K 
117: ZIP         XBRL Zipped Folder -- 0001587523-16-000029-xbrl      Zip    379K

‘EX-10.17’ — Material Contract

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

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Exhibit

FIRST AMENDMENT TO THE

KNOWLES CORPORATION

2014 EQUITY AND CASH INCENTIVE PLAN

WHEREAS, Knowles Corporation (the “Company”) maintains the Knowles Corporation 2014 Equity and Cash Incentive Plan (the “Plan”); and

WHEREAS, the Company wishes to amend the Plan to (i) clarify that non-employee directors of the Company are eligible for accelerated vesting of equity awards upon a qualifying cessation of service following a change of control; and (ii) establish a twelve (12) month exercise period for stock options and stock appreciation rights upon a participant’s qualifying termination of employment or service following a change of control.

NOW, THEREFORE, the Compensation Committee hereby recommends to the Board of Directors of the Company the Plan be amended, effective of as May 5, 2015, as follows:


1.	Paragraph 11 of the Plan is hereby amended in its entirety to read as follows:

“11. Voluntary or Involuntary Termination. Except as otherwise provided in Paragraph 37, if a Participant’s employment with the Corporation is voluntarily or involuntarily terminated for any reason, other than for reasons or in circumstances specified in Paragraph 10 above or for Cause, the Participant shall have the right at any time on or before the earlier of the expiration date of the Option or SSAR or three (3) months following the effective date of such termination of employment, to exercise, and acquire shares under, any Options or SSARs which at such termination are exercisable.”


2.	Paragraph 37(a) of the Plan is hereby amended in its entirety to read as follows:

“(a) In the event a Change of Control occurs and, within eighteen (18) months following the date of the Change of Control, (i) a Participant experiences an involuntary termination of employment (other than for Cause, death or Disability) such that he or she is no longer in the employ of the Corporation or an Affiliate, (ii) an event or condition that constitutes “Good Reason” occurs and the Participant subsequently resigns for Good Reason within the time limits set forth in Paragraph 37(h)(iv) below pursuant to a resignation that meets the requirements set forth in Paragraph 37(h)(iv) below, or (iii) a Participant who is a Non-Employee Director ceases to serve on the Board or the board of directors of any successor corporation (each of the events described in (i), (ii) and (iii), a “Termination of Service”):

(i) all Options and SSARs to purchase or acquire shares of Common Stock of the Corporation shall immediately vest and become exercisable on the date of such Termination of Service and shall remain exercisable in accordance with the terms of the appropriate Option or SSAR Award Agreement until the earlier of (A) twelve (12) months after such Termination of Service or (B) the expiration of the term of such Option or SSAR;

(ii) all outstanding Restrictions, including any Performance Targets, with respect to any Restricted Stock or Restricted Stock Unit Award or any other Award shall immediately vest or expire on the date of such Termination of Service and be deemed to have been satisfied or earned “at target” as if the Performance Targets (if any) have been achieved, and such Award shall become immediately due and payable on the date of such Termination of Service; and

(iii) all Cash Performance Awards and Performance Share Awards outstanding shall be deemed to have been earned at “target” as if the Performance Targets have been achieved, and such Awards shall immediately vest and become immediately due and payable on the date of such Termination of Service.”


3.	All references to “Change in Control” throughout the Plan are hereby amended to read “Change of Control”.

WHEREAS, Knowles Corporation (the “Company”) maintains the Knowles Corporation 2014 Equity and Cash Incentive Plan (the “Plan”); and

WHEREAS, the Company wishes to amend the Plan to allow for non-employee directors of the Company to receive annual equity-based compensation awards in a form other than fully vested shares of common stock of the Company and to provide for such awards to be granted at the time of the Company’s annual meeting, rather than on November 15^th of each year.

NOW, THEREFORE, the Compensation Committee hereby recommends to the Board of Directors of the Company the Plan be amended, effective of as May 5, 2015, as follows:


4.	The Plan is hereby amended by deleting the definition of “Directors’ Shares” in Section 2 of the Plan and inserting the following definition in its place, and further by deleting each reference in the Plan to “Directors’ Shares” and inserting a reference to “Directors’ Awards” in its place:

“’Directors’ Awards’” shall mean the annual Awards granted to eligible Non-Employee Directors as provided in Paragraph 34.”


5.	Paragraph 5(a) of the Plan is hereby amended by deleting the reference to “Directors’ Shares” in the first sentence thereof.


6.	Paragraph 14 of the Plan is hereby amended by deleting the first sentence thereof, and by inserting the following sentence in its place:

“At the time of each grant, the Committee may adopt such time based vesting schedules and other forfeiture conditions and Restrictions as it may deem appropriate with respect to Awards of Restricted Stock and Restricted Stock Units, to apply during a Restricted Period as may be specified by the Committee; provided that with respect to Awards other than Directors’ Awards such Restricted Period shall be not less than one (1) year nor more than five (5) years from the date of the Award.”


7.	Paragraph 34 of the Plan is hereby amended to read as follows:

“34. Directors’ Awards. As of or as soon as administratively practicable following the date of each annual meeting of the Company’s stockholders, each Director who is a Non-Employee Director immediately following the date of such annual meeting shall be granted an Award in the form of shares of Common Stock, Options, SSARs, Restricted Stock, Restricted Stock Units and/or Deferred Stock Units, in such amount and subject to such terms and conditions as shall be determined by the Board for such year.”


8.	Paragraph 35 of the Plan is hereby amended by deleting the first sentence thereof, and inserting the following sentence in its place:

“A Non-Employee Director may elect to defer receipt of his or her Directors’ Awards, other than Options and SSARs, in accordance with such procedures as may from time to time be prescribed by the Committee.”


9.	Paragraph 36 of the Plan is hereby amended by deleting the last three sentences thereof.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/19/16	4, 4/A
For Period end:	12/31/15	11-K, SD
	5/5/15	4, DEF 14A
		List all Filings

6 Subsequent Filings that Reference this Filing

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

 2/21/24  Knowles Corp.                     10-K       12/31/23  116:16M
 2/09/23  Knowles Corp.                     10-K       12/31/22  115:17M
 2/09/22  Knowles Corp.                     10-K       12/31/21  110:16M
 2/10/21  Knowles Corp.                     10-K       12/31/20  115:16M
 8/15/16  SEC                               UPLOAD¶     9/23/17    1:124K Knowles Corp.
 6/15/16  SEC                               UPLOAD¶     9/23/17    1:155K Knowles Corp.

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Filing Submission 0001587523-16-000029 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)