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As Of Filer Filing For·On·As Docs:Size 5/07/20 Corteva, Inc. 10-Q 3/31/20 123:15M Dupont E I De Nemours & Co |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.77M 2: EX-10.1 Material Contract HTML 183K 3: EX-10.2 Material Contract HTML 252K 4: EX-10.3 Material Contract HTML 63K 5: EX-10.4 Material Contract HTML 72K 6: EX-10.5 Material Contract HTML 68K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 49K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 49K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 37K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 37K 95: R1 DEI Document HTML 111K 24: R2 Consolidated Statements of Operations HTML 122K 68: R3 Consolidated Statements of Comprehensive (Loss) HTML 68K Income 107: R4 Consolidated Balance Sheets HTML 175K 97: R5 Consolidated Balance Sheets (Parentheticals) HTML 59K 26: R6 Consolidated Statements of Cash Flows HTML 143K 70: R7 Statement of Stockholders Equity Statement HTML 86K 108: R8 Statement of Stockholders' Equity Parentheticals HTML 39K (Parentheticals) 92: R9 Summary of Significant Accounting Policies (Notes) HTML 42K 33: R10 Recent Accounting Guidance HTML 40K 47: R11 Divestitures and Other Transactions HTML 116K 110: R12 Revenue (Notes) HTML 94K 72: R13 Restructuring and Asset Related Charges HTML 88K 34: R14 Related Party Transactions (Notes) HTML 37K 49: R15 Supplementary Information HTML 87K 111: R16 Income Taxes HTML 38K 73: R17 Earnings Per Share (Notes) HTML 72K 32: R18 Accounts and Notes Receivable (Notes) HTML 61K 50: R19 Inventories HTML 45K 105: R20 Other Intangible Assets HTML 115K 94: R21 Short-Term Borrowings, Long-Term Debt and HTML 61K Available Credit Facilities 25: R22 Commitments and Contingent Liabilities HTML 100K 69: R23 Stockholders' Equity HTML 119K 106: R24 Pension Plans and Other Post Employment Benefit HTML 55K Plans 96: R25 Financial Instruments HTML 179K 27: R26 Fair Value Measurements HTML 66K 71: R27 Segment Reporting (Notes) HTML 120K 109: R28 EID - Basis of Presentation (Notes) HTML 53K 93: R29 EID - Related Party Transactions (Notes) HTML 44K 75: R30 EID Segment FN (Notes) HTML 142K 114: R31 Summary of Significant Accounting Policies HTML 41K (Policies) 45: R32 Recent Accounting Guidance Recent Accounting HTML 40K Guidance (Policies) 31: R33 Revenue Revenue Recognition (Policies) HTML 38K 74: R34 Divestitures and Other Transactions (Tables) HTML 125K 113: R35 Revenue (Tables) HTML 93K 44: R36 Restructuring and Asset Related Charges (Tables) HTML 84K 30: R37 Supplementary Information (Tables) HTML 90K 76: R38 Earnings Per Share (Tables) HTML 81K 112: R39 Accounts and Notes Receivable (Tables) HTML 58K 86: R40 Inventories (Tables) HTML 46K 100: R41 Other Intangible Assets (Tables) HTML 112K 67: R42 Short-Term Borrowings, Long-Term Debt and HTML 50K Available Credit Facilities Debt (Tables) 23: R43 Commitments and Contingent Liabilities (Tables) HTML 55K 85: R44 Stockholders' Equity (Tables) HTML 126K 99: R45 Pension Plans and Other Post Employment Benefit HTML 55K Plans (Tables) 66: R46 Financial Instruments (Tables) HTML 175K 22: R47 Fair Value Measurements (Tables) HTML 65K 87: R48 Segment Reporting (Tables) HTML 125K 98: R49 EID Segment FN (Tables) HTML 74K 115: R50 Summary of Significant Accounting Policies Summary HTML 33K of Accounting Policies (Details) 78: R51 Divestitures and Other Transactions Separation HTML 50K Agreements (Details) 41: R52 Divestitures and Other Transactions Divestitures HTML 182K and Other Transactions - ECP Divestiture (Details) 57: R53 Divestitures and Other Transactions Divestitures HTML 186K and Other Transactions - SP Divestiture (Details) 117: R54 Revenue Narrative (Details) HTML 41K 80: R55 Revenue Contract Balances (Details) HTML 51K 43: R56 Revenue Disaggregation of Revenue - Principal HTML 55K Product Groups (Details) 59: R57 Revenue Disaggregation of Revenue - Geography HTML 54K (Details) 118: R58 Restructuring and Asset Related Charges Execute to HTML 72K Win Productivity Program (Details) 77: R59 Restructuring and Asset Related Charges DowDuPont HTML 66K Cost Synergy Program (Details) 18: R60 Restructuring and Asset Related Charges Narrative HTML 38K (Details) 60: R61 Related Party Transactions Dow Intercompany HTML 35K Transactions (Details) 101: R62 Related Party Transactions Transactions with HTML 41K DowDuPont (Details) 88: R63 Supplementary Information Other Income (Expense) - HTML 54K Net (Details) 21: R64 Supplementary Information Foreign Currency HTML 45K Exchange Gain (Loss) (Details) 63: R65 Supplementary Information Reconciliation of Cash, HTML 60K Cash Equivalents and Restricted Cash (Details) 104: R66 Income Taxes Income Tax Narrative (Details) HTML 36K 91: R67 Earnings Per Share Narrative (Details) HTML 36K 16: R68 Earnings Per Share Net Income for Earnings Per HTML 59K Share Calculations - Basic and Diluted (Details) 64: R69 Earnings Per Share Earnings Per Share Calculations HTML 43K - Basic (Details) 56: R70 Earnings Per Share Earnings Per Share Calculations HTML 43K - Diluted (Details) 38: R71 Earnings Per Share Share Count Information HTML 52K (Details) 84: R72 Accounts and Notes Receivable (Details) HTML 68K 122: R73 Accounts and Notes Receivable Allowance HTML 43K Rollforward (Details) 53: R74 Inventories Schedule of Inventory (Details) HTML 48K 35: R75 Property, Plant and Equipment Schedule of HTML 36K Property, Plant and Equipment (Details) 81: R76 Other Intangible Assets Other Intangible Assets HTML 80K (Details) 119: R77 Other Intangible Assets Future Amortization HTML 53K Expense (Details) 52: R78 Short-Term Borrowings, Long-Term Debt and HTML 102K Available Credit Facilities Short-term borrowings and finance lease obligations (Details) 40: R79 Commitments and Contingent Liabilities Guarantee HTML 42K Narrative (Details) 55: R80 Commitments and Contingent Liabilities Chemours HTML 58K (Details) 37: R81 Commitments and Contingent Liabilities DuPont HTML 52K (Details) 83: R82 Commitments and Contingent Liabilities PFOA / HTML 73K Leach Settlement (Details) 121: R83 Commitments and Contingent Liabilities Other PFOA HTML 50K Matters / Fayetteville (Details) 54: R84 Commitments and Contingent Liabilities HTML 63K Environmental (Details) 36: R85 Stockholders' Equity Common Stock (Details) HTML 64K 82: R86 Stockholders' Equity Preferred Stock (Details) HTML 49K 120: R87 Stockholders' Equity Other Comprehensive Income HTML 68K (Loss) (Details) 51: R88 Stockholders' Equity Tax Benefit (Expense) on Net HTML 40K Activity (Details) 39: R89 Stockholders' Equity Reclassifications out of AOCI HTML 70K (Details) 19: R90 Pension Plans and Other Post Employment Benefit HTML 67K Plans Components of net periodic benefit cost (Credit) (Details) 61: R91 Financial Instruments Financial Instruments HTML 39K (Narrative) (Details) 102: R92 Financial Instruments Notional Amounts (Details) HTML 43K 89: R93 Financial Instruments Cash Flow Hedges Included in HTML 59K AOCI (Details) 20: R94 Financial Instruments Fair Value of Derivatives HTML 66K (Details) 62: R95 Financial Instruments Effect of Derivative HTML 65K Instruments (Details) 103: R96 Fair Value Measurements Fair Value Tables of HTML 54K Assets and Liabilities Measured on Recurring Basis (Details) 90: R97 Segment Reporting Segment Information (Details) HTML 54K 17: R98 Segment Reporting Segment Reconciliation (Details) HTML 67K 65: R99 Segment Reporting Segment Asset Reconciliation HTML 44K (Details) 79: R100 Segment Reporting Significant Items (Details) HTML 62K 116: R101 EID - Basis of Presentation Narrative (Details) HTML 44K 58: R102 EID - Related Party Transactions (Details) HTML 47K 42: R103 EID Segment FN Segment reconciliation (Details) HTML 75K 46: XML IDEA XML File -- Filing Summary XML 223K 28: XML XBRL Instance -- corteva-331202010xq_htm XML 3.98M 29: EXCEL IDEA Workbook of Financial Reports XLSX 135K 12: EX-101.CAL XBRL Calculations -- dd-20200331_cal XML 192K 13: EX-101.DEF XBRL Definitions -- dd-20200331_def XML 1.52M 14: EX-101.LAB XBRL Labels -- dd-20200331_lab XML 2.12M 15: EX-101.PRE XBRL Presentations -- dd-20200331_pre XML 1.67M 11: EX-101.SCH XBRL Schema -- dd-20200331 XSD 263K 123: JSON XBRL Instance as JSON Data -- MetaLinks 472± 713K 48: ZIP XBRL Zipped Folder -- 0001755672-20-000014-xbrl Zip 518K
Exhibit |
of Award | You have been granted time-vested Restricted Stock Units under the Corteva, Inc. 2019 Omnibus Incentive
Plan (“Plan”), subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available at: www.benefits.ml.com |
Acceptance | You
must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select Equity Plan > Grant Information > Pending Acceptance. |
Dividend Equivalents | Dividends payable on the Shares represented by your Restricted Stock Units (including whole and fractional Restricted Stock Units) will be allocated to your account in the form of additional Restricted Stock Units based upon the closing Share price on the date of the dividend payment. Dividend Equivalents will not vest until such time as the underlying Award vests. |
Restricted Period | You
may not sell, gift, or otherwise transfer or dispose of any of the Restricted Stock Units during the “Restricted Period.” The Restricted Period commences on the Date of Grant and lapses as set forth herein. |
Under
55/10 Rule | If you terminate employment after attainment of age 55 with at least 10 years of service and you are an active employee for six months following the Date of Grant, the Restricted Stock Units will remain subject to the Restricted Period set forth above for one year from the termination date of employment. When one year from the termination date of employment is reached, all other remaining unvested units will be forfeited. | |
Due to Disability, or Death | The
Restricted Period on all units will lapse. | |
Due to Involuntary Termination Giving Rise to Severance Benefits or Divestiture to Entity Less Than 50% Owned by Corteva, Inc. | The Restricted Stock Units will remain subject to the Restricted Period set forth above for one year from the termination date of employment. When one year from the termination date of employment is reached, all other remaining unvested units will be forfeited. | |
Due
to Any Other Reason (such as voluntary termination, involuntary termination without severance benefits, or for Cause) | Restricted Stock Units that are subject to a Restricted Period will be forfeited. |
Payment | In the case of termination due to involuntary termination giving rise to severance benefits
or divestiture to an entity less than 50% owned by Corteva, Inc. which occurs on or following the attainment of age 55 with at least 10 years of Service, Restricted Stock Units shall be paid to you when the Restricted Period lapses in accordance with the schedule set forth under “Restricted Period.” In the case of termination due to involuntary termination giving rise to severance benefits or divestiture to an entity less than 50% owned by Corteva, Inc. which occurs prior to attainment of age 55 with at least 10 years of Service or due to Disability or death, Restricted Stock Units shall be paid to you or your estate, as applicable, within seventy days of the date on which the Restricted Period lapses as a result of the termination. Restricted Stock Units are payable in one Share for each whole Restricted Stock Unit and a cash payment for any fraction of a Restricted Stock Unit. The value of each fractional Restricted Stock Unit will be based on the average
of the high and low sale price of Shares as reported on the effective date of payment. |
of the Code | To the extent that an amount that is considered “nonqualified deferred compensation” subject to Section 409A of the Code (“deferred compensation”) is payable on, or by reference to, the date of your termination of employment, no amounts shall be paid hereunder on account thereof unless such termination of employment constitutes a “separation from service,” within the meaning of Section 409A of the Code. If you are a “specified employee,” within the meaning of Section 409A of the Code, no amount that is deferred compensation
shall be paid or delivered, on , or by reference to, the date of your separation from service, earlier than the date that is six months after such separation from service. Amounts otherwise payable during that six-month period shall be paid on the date that is six months and one day after your separation from service. If an amount that constitutes deferred compensation is payable upon a Disability that does not constitute a "disability" within the meaning of Section 409A of the Code, it shall be paid to you when the Restricted Period lapses in accordance with the schedule set forth under “Restricted Period.” |
Restricted Conduct | If you engage in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company: (1) you shall forfeit all Restricted Stock Units (whether or not vested) and shall immediately
pay to the Company, with respect to previously vested Restricted Stock Units, a cash amount equal to the Fair Market Value of the Stock plus the cash payment for any fraction of a Restricted Stock Unit received, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount; (2) the Company shall be entitled to monetary damages incurred as a result of such conduct; (3) the Company shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such conduct; and (4) the Company shall be entitled to all reasonable sums and costs, including attorneys’ fees, incurred to defend or enforce the provisions of this Agreement. |
Applicable Policies | This Award shall be subject to the Company’s clawback policy; Corteva, Inc. Insider Trading Policy, including the anti-hedging and anti-pledging provisions thereunder; and/or share ownership guidelines (in each case as they may be amended from time to time), the terms of which are incorporated herein by reference. |
Forfeiture | Any
benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Shares are traded, as may be in effect from time to time. |
Withholding | You acknowledge that the Company or, if different, your employer (the “Employer”) (1) make no representations or undertakings regarding the treatment of any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Plan and legally
applicable to you (“Tax-Related Items”) in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
Severability | The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
Waiver | You
acknowledge that a waiver by the Company or breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant. |
Privacy | In relation to this Agreement, the Company may collect, use, transfer and share your personal information, such as your name, contact information and banking information. The Company may share personal information with its Affiliates and selected third parties outside of your country of residence, including the United States, which may have data protection rules that are different from those of your country, to perform this Agreement and for purposes consistent with
our privacy statement: https://www.corteva.com/privacy.html. |
Market Abuse Laws | You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the Shares are listed and in applicable jurisdictions including the United States and your country or your broker's country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked
to the value of Shares under the Plan during such times as you are considered to have "inside information" regarding the Company (as defined by Applicable Laws). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party and (b) "tipping" third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Corteva, Inc. Insider Trading Policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter. |
Requirements | The
Company reserves the right to impose other requirements on your participation in this Agreement, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/7/20 | None on these Dates | ||
For Period end: | 3/31/20 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 Corteva, Inc. 10-K 12/31/23 176:25M 2/09/23 Corteva, Inc. 10-K 12/31/22 166:28M 2/10/22 Corteva, Inc. 10-K 12/31/21 187:29M 2/11/21 Corteva, Inc. 10-K 12/31/20 196:32M 11/05/20 Corteva, Inc. S-8 11/05/20 6:168K Donnelley … Solutions/FA |