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 1.05M
2: EX-10.8 Material Contract HTML 60K
3: EX-10.9 Material Contract HTML 52K
4: EX-21.1 Subsidiaries List HTML 33K
5: EX-23.1 Consent of Experts or Counsel HTML 30K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
82: R1 Document and Entity Information HTML 64K
21: R2 Consolidated Balance Sheets HTML 147K
62: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
93: R4 Consolidated Statements of Operations HTML 97K
84: R5 Consolidated Statements of Comprehensive Income HTML 48K
22: R6 Consolidated Statements of Cash Flows HTML 158K
63: R7 Consolidated Statement of Stockholders' Deficit HTML 107K
96: R8 Nature of Business and Basis of Presentation HTML 40K
81: R9 Summary of Significant Accounting Policies HTML 120K
43: R10 Supplemental Financial Information HTML 80K
30: R11 Inventories HTML 40K
66: R12 Property, Plant and Equipment HTML 51K
104: R13 Goodwill HTML 54K
44: R14 Intangible Assets HTML 71K
31: R15 Debt HTML 73K
67: R16 Income Taxes HTML 130K
105: R17 Guarantees, Commitments and Contingencies HTML 116K
46: R18 Segment Information HTML 85K
29: R19 Revenue HTML 51K
90: R20 Stockholders' Deficit HTML 39K
101: R21 Earnings Per Share HTML 72K
64: R22 Share-Based Compensation HTML 83K
25: R23 Benefit Plans HTML 168K
91: R24 Equity Investment in Affiliate HTML 38K
102: R25 Accumulated Other Comprehensive Income HTML 70K
65: R26 Schedule II - Valuation and Qualifying Accounts HTML 58K
26: R27 Summary of Significant Accounting Policies HTML 193K
(Policies)
89: R28 Summary of Significant Accounting Policies HTML 80K
(Tables)
103: R29 Supplemental Financial Information (Tables) HTML 74K
108: R30 Inventories (Tables) HTML 41K
70: R31 Property, Plant and Equipment (Tables) HTML 53K
28: R32 Goodwill (Tables) HTML 53K
42: R33 Intangible Assets (Tables) HTML 102K
107: R34 Debt (Tables) HTML 52K
69: R35 Income Taxes (Tables) HTML 129K
27: R36 Guarantees, Commitments and Contingencies (Tables) HTML 131K
41: R37 Segment Information (Tables) HTML 91K
106: R38 Revenue (Tables) HTML 47K
71: R39 Earnings Per Common Share (Tables) HTML 72K
95: R40 Share Based Compensation (Tables) HTML 77K
80: R41 Benefit Plans (Tables) HTML 161K
24: R42 Accumulated Other Comprehensive Income (Tables) HTML 70K
61: R43 Nature of Business and Basis of Presentation - HTML 39K
Narrative (Details)
94: R44 Summary of Significant Accounting Policies - HTML 82K
Narrative (Details)
79: R45 Summary of Significant Accounting Policies - HTML 45K
Useful Lives of Property, Plant and Equipment
(Details)
23: R46 Summary of Significant Accounting Policies - HTML 50K
Schedule of Previously Reported Results of
Operations (Details)
60: R47 Supplemental Financial Information - Accounts HTML 39K
Receivable (Details)
92: R48 Supplemental Financial Information - Product HTML 38K
Warranty Rollforward (Details)
83: R49 Supplemental Financial Information - Extended HTML 37K
Warranty Income (Details)
73: R50 Supplemental Financial Information - Remaining HTML 38K
Performance Obligation (Details)
110: R51 Supplemental Financial Information - Self HTML 37K
Insurance (Details)
53: R52 Supplemental Financial Information - Narrative HTML 40K
(Details)
39: R53 Supplemental Financial Information - Derivative HTML 40K
Instruments (Details)
74: R54 Inventories (Details) HTML 42K
111: R55 Property, Plant and Equipment (Details) HTML 62K
54: R56 Goodwill (Details) HTML 43K
40: R57 Intangible Assets (Details) HTML 54K
72: R58 Intangible Assets - Narrative (Details) HTML 43K
112: R59 Intangible Assets Schedule of Expected HTML 47K
Amortization Expense (Details)
55: R60 Debt - Schedule of Long-term Debt (Details) HTML 44K
17: R61 Debt - Narrative (Details) HTML 93K
85: R62 Debt Debt - Covenants (Details) HTML 54K
97: R63 Debt - Maturity Schedule (Details) HTML 45K
58: R64 Income Taxes - Income Tax (Benefit) Expense HTML 58K
(Details)
20: R65 Income Taxes (Details) HTML 48K
88: R66 Income Taxes - Effective Income Tax Rate HTML 66K
Reconciliation (Details)
100: R67 Income Taxes - Unrecognized Tax Benefits (Details) HTML 36K
59: R68 Income Taxes - Deferred Tax Assets and Liabilities HTML 78K
(Details)
16: R69 Guarantees, Commitments and Contingencies - HTML 78K
Narrative (Details)
36: R70 Guarantees, Commitments and Contingencies HTML 51K
Guarantees, Commitments and Contingencies -
Schedule of Lease Amounts included on the
Consolidated Balance Sheets (Details)
52: R71 Guarantees, Commitments and Contingencies - HTML 43K
Schedule of Lease Costs (Details)
116: R72 Guarantees, Commitments and Contingencies - HTML 88K
Schedule of Lease Liability Maturities (Details)
78: R73 Guarantees, Commitments and Contingencies - Lease HTML 42K
Terms and Discount Rates (Details)
32: R74 Guarantees, Commitments and Contingencies - HTML 44K
Supplemental Cash Flow Information (Details)
49: R75 Guarantees, Commitments and Contingencies - HTML 33K
Purchase Commitments (Details)
113: R76 Segment Information (Details) HTML 59K
75: R77 Segment Information - Reconciliation of Segment HTML 58K
Gross Profit (Details)
38: R78 Revenue (Details) HTML 57K
48: R79 Stockholders' Deficit - (Details) HTML 78K
34: R80 Earnings Per Common Share (Details) HTML 78K
51: R81 Share Based Compensation - Narrative (Details) HTML 54K
115: R82 Share Based Compensation - Restricted Stock and HTML 69K
Unit Activity (Details)
77: R83 Share Based Compensation (Details) HTML 74K
33: R84 Share Based Compensation - Fair Value Assumptions HTML 49K
(Details)
50: R85 Benefit Plans - Narrative (Details) HTML 60K
114: R86 Benefit Plans - Projected Benefit Obligation HTML 45K
(Details)
76: R87 Benefit Plans - Change in Plan Assets (Details) HTML 47K
37: R88 Benefit Plans - Net Funded Status (Details) HTML 44K
47: R89 Benefit Plans - Fair Value of Plan Assets HTML 54K
(Details)
56: R90 Benefit Plans - Amounts Recognized in Other HTML 66K
Comprehensive Income (Details)
18: R91 Benefit Plans - Assumptions Used to Determine HTML 34K
Benefit Obligations (Details)
86: R92 Benefit Plans - Assumptions Used to Determine Net HTML 36K
Benefit Cost (Details)
98: R93 Benefit Plans - Weighted Average Asset Allocations HTML 38K
(Details)
57: R94 Benefit Plans - Expected Benefit Payments HTML 45K
(Details)
19: R95 Equity Investment in Affiliate - Narrative HTML 51K
(Details)
87: R96 Accumulated Other Comprehensive Income (Details) HTML 59K
99: R97 Schedule II - Valuation and Qualifying Accounts HTML 43K
(Details)
109: R9999 Uncategorized Items - blbd-20190928.xml HTML 32K
35: XML IDEA XML File -- Filing Summary XML 208K
45: EXCEL IDEA Workbook of Financial Reports XLSX 124K
10: EX-101.INS XBRL Instance -- blbd-20190928 XML 3.11M
12: EX-101.CAL XBRL Calculations -- blbd-20190928_cal XML 388K
13: EX-101.DEF XBRL Definitions -- blbd-20190928_def XML 769K
14: EX-101.LAB XBRL Labels -- blbd-20190928_lab XML 2.18M
15: EX-101.PRE XBRL Presentations -- blbd-20190928_pre XML 1.38M
11: EX-101.SCH XBRL Schema -- blbd-20190928 XSD 203K
68: ZIP XBRL Zipped Folder -- 0001589526-19-000054-xbrl Zip 315K
‘EX-10.9’ — Material Contract
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit 10.9
BLUE BIRD CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Blue Bird Corporation, a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
WHEREAS,
the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and WHEREAS, to give effect to the foregoing intention, the Company desires to grant the Awardee an award of Restricted Stock Units pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “Plan”); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable
consideration, the parties hereto agree as follows:
1.Award. The Company hereby awards the Awardee the number of Restricted Stock Units (each an “RSU” and collectively the “RSUs”) set forth in Exhibit A hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.
2.Vesting. Except as otherwise provided in this Agreement or in Exhibit A (which shall
supersede this Section 2 in the event of any inconsistency between this Section 2 and Exhibit A), the RSUs shall vest in accordance with the following vesting schedule subject to achievement of at least a partial payment of the Management Performance Bonus Plan for the prior fiscal year:
|
| |
The following percentage of the RSUs: | Shall vest on the following date; provided that the Awardee is in the Service of the Company or any of its Subsidiaries on such date: |
33.3% | |
33.3% | |
33.4% | |
Any RSUs not vested due to a failure to achieve the prior fiscal year’s Management Performance Bonus Plan shall be forfeited. Further, each tranche of RSU’s is subject to downward adjustments consistent with each respective fiscal year’s actual percentage payout based solely on the financial metrics of the Management Performance bonus award. For example, if the
Company achieves a 50% payout of the fiscal year 2019 Management Performance Bonus Plan, then only half of the 33.3% RSU award shall vest on December 11, 2019. If the Company fails to achieve any payout of the fiscal year 2019 Management Performance Bonus Plan, then 33.3% of the RSUs shall be deemed forfeited. The performance objectives of each fiscal year’s Management Performance Plan shall be set by the Company’s Compensation Committee at its sole discretion and may vary year to year. For each RSU that becomes vested in accordance with this Agreement, the Company shall issue and deliver to Awardee, on or within
ten (10) business days after becoming vested, one share of the Company’s common stock, par value $.0001 per share (the “Common Stock”). Except as provided above, in the event that the Awardee ceases to be in the Service of the Company or any of its Subsidiaries, any RSUs that have not vested as of the date of such cessation of Service shall be forfeited. 3.No Rights as Stockholder. The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of Common Stock that may be acquired following vesting of an RSU unless and until such share of
Common Stock is issued and delivered to the Awardee. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to which an RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period prior to the issuance and delivery of such share to Awardee.
4.Transfer Restrictions. Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered without the prior written consent of the Committee.
5.Government Regulations. Notwithstanding anything
contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of the Plan, all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
6.Investment Purpose. The Awardee represents and warrants that any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”). The Awardee agrees not to sell, transfer or otherwise dispose of such shares unless they are either (1) registered under the Securities Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.
7.Securities Law Restrictions. Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement
of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.
8.Lock-Up Agreement. The Awardee hereby agrees that in the event any shares of Common Stock become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then Awardee shall enter
into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of such shares of Common Stock comparable to the restrictions agreed upon by such directors or officers of the Company.
9.Withholding Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts payable to the Awardee, as compensation or otherwise, the minimum statutory
amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding taxes (including, without limitation, any such income or employment taxes resulting from the vesting of RSUs and the issuance of Common Stock with respect thereto).
10.Awardee Representations. The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not the
Company) shall be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this Agreement.
11.No Guarantee of Continued Service. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause, subject to any employment agreement that may have been entered into by the
Company and the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgments and agreements.
12.Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the
Company may permit.
13.Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Agreement and the Plan, the Plan shall be controlling. This Agreement shall be
construed under the laws of the State of Delaware, without regard to conflict of laws principles.
14.Opportunity for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Awardee has reviewed the Plan and this Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Awardee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s residence address.
15.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives.
16.Section 409A Compliance. To the extent that this Agreement and the award of RSUs hereunder are or become
subject to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section 409A of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A.
BLUE BIRD CORPORATION
By:________________________________
Title: President & Chief Executive Officer
AWARDEE
___________________________________
Name:
EXHIBIT A
BLUE
BIRD CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(a). Awardee’s Name: _______
(b). Award Date: _______
(c). Number of Restricted Stock Units Granted: _______
_______ (Initials)
Awardee
_______
(Initials)
Company Signatory