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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 SeaWorld Entertainment, Inc. 10-K 12/31/20 121:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.88M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 66K
3: EX-10.23 Material Contract HTML 45K
4: EX-10.65 Material Contract HTML 81K
5: EX-23.1 Consent of Expert or Counsel HTML 33K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
16: R1 Document and Entity Information HTML 97K
17: R2 Consolidated Balance Sheets HTML 134K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
19: R4 Consolidated Statements of Comprehensive (Loss) HTML 114K
Income
20: R5 Consolidated Statements of Changes in HTML 91K
Stockholders' (Deficit) Equity
21: R6 Consolidated Statements of Changes in HTML 39K
Stockholders' Equity (Parenthetical)
22: R7 Consolidated Statements of Cash Flows HTML 128K
23: R8 Description of the Business HTML 44K
24: R9 Summary of Significant Accounting Policies HTML 118K
25: R10 Recent Accounting Pronouncements HTML 53K
26: R11 Revenues HTML 58K
27: R12 (Loss) Earnings per Share HTML 102K
28: R13 Inventories HTML 53K
29: R14 Prepaid Expenses and Other Current Assets HTML 57K
30: R15 Property and Equipment, Net HTML 69K
31: R16 Goodwill, Trade Names/Trademarks and Other HTML 63K
Intangible Assets, Net
32: R17 Other Accrued Liabilities HTML 62K
33: R18 Long-Term Debt HTML 105K
34: R19 Derivative Instruments and Hedging Activities HTML 107K
35: R20 Income Taxes HTML 286K
36: R21 Leases HTML 246K
37: R22 Commitments and Contingencies HTML 52K
38: R23 Fair Value Measurements HTML 122K
39: R24 Related-Party Transactions HTML 41K
40: R25 Retirement Plan HTML 37K
41: R26 Equity-Based Compensation HTML 202K
42: R27 Stockholders' (Deficit) Equity HTML 40K
43: R28 Severance and Other Separation Costs HTML 70K
44: R29 Schedule I-Registrant's Condensed Financial HTML 272K
Statements
45: R30 Schedule I - Guarantees HTML 272K
46: R31 Summary of Significant Accounting Policies HTML 193K
(Policies)
47: R32 Summary of Significant Accounting Policies HTML 59K
(Tables)
48: R33 Revenues (Tables) HTML 50K
49: R34 (Loss) Earnings per Share (Tables) HTML 99K
50: R35 Inventories (Tables) HTML 54K
51: R36 Prepaid Expenses and Other Current Assets (Tables) HTML 56K
52: R37 Property and Equipment, Net (Tables) HTML 67K
53: R38 Goodwill, Trade Names/Trademarks and Other HTML 61K
Intangible Assets, Net (Tables)
54: R39 Other Accrued Liabilities (Tables) HTML 59K
55: R40 Long-Term Debt (Tables) HTML 85K
56: R41 Derivative Instruments and Hedging Activities HTML 107K
(Tables)
57: R42 Income Taxes (Tables) HTML 285K
58: R43 Leases (Tables) HTML 250K
59: R44 Fair Value Measurements (Tables) HTML 119K
60: R45 Equity-Based Compensation (Tables) HTML 196K
61: R46 Severance and Other Separation Costs (Tables) HTML 65K
62: R47 Description of the Business - Additional HTML 64K
Information (Detail)
63: R48 Summary of Significant Accounting Policies - HTML 90K
Additional Information (Detail)
64: R49 Summary of Significant Accounting Policies - HTML 46K
Summary of Cash, Cash Equivalents and Restricted
Cash (Detail)
65: R50 Summary of Significant Accounting Policies - HTML 49K
Estimated Useful Lives (Detail)
66: R51 Revenues - Additional Information (Detail) HTML 55K
67: R52 Revenues - Deferred Revenue Balances (Detail) HTML 41K
68: R53 (Loss) Earnings per Share - Schedule of (Loss) HTML 61K
Earnings per Share (Detail)
69: R54 (Loss) Earnings per Share - Additional Information HTML 42K
(Detail)
70: R55 Inventories - Schedule of Inventories (Detail) HTML 42K
71: R56 Prepaid Expenses and Other Current Assets - HTML 45K
Schedule of Prepaid Expenses and Other Current
Assets (Detail)
72: R57 Property and Equipment, Net - Components of HTML 54K
Property and Equipment, Net (Detail)
73: R58 Property and Equipment, Net - Additional HTML 40K
Information (Detail)
74: R59 Goodwill, Trade Names/Trademarks and Other HTML 42K
Intangible Assets, Net - Additional Information
(Detail)
75: R60 Goodwill, Trade Names/Trademarks and Other HTML 48K
Intangible Assets, Net - Trade Names/Trademarks,
Net (Detail)
76: R61 Other Accrued Liabilities - Schedule of Other HTML 48K
Accrued Liabilities (Detail)
77: R62 Other Accrued Liabilities - Additional Information HTML 35K
(Detail)
78: R63 Long-Term Debt - Summary of Long-Term Debt, Net HTML 52K
(Detail)
79: R64 Long-Term Debt - Summary of Long-Term Debt, Net HTML 46K
(Parenthetical) (Detail)
80: R65 Long-Term Debt - Additional Information (Detail) HTML 211K
81: R66 Long-Term Debt - Summary of Long-Term Debt HTML 49K
Repayable (Detail)
82: R67 Derivative Instruments and Hedging Activities - HTML 42K
Additional Information (Detail)
83: R68 Derivative Instruments and Hedging Activities - HTML 39K
Fair Value of Company's Derivative Financial
Instruments Classification in Consolidated Balance
Sheet (Detail)
84: R69 Derivative Instruments and Hedging Activities - HTML 38K
Schedule of Pre-tax Effect of Derivative Financial
Instruments in Consolidated Statements of
Comprehensive (Loss) Income (Detail)
85: R70 Derivative Instruments and Hedging Activities - HTML 54K
Schedule of Changes in Accumulated Other
Comprehensive Income (Loss), Net of Tax (Detail)
86: R71 Income Taxes - Additional Information (Detail) HTML 52K
87: R72 Income Taxes - Schedule of Provision for (Benefit HTML 59K
from) Income Taxes (Detail)
88: R73 Income Taxes - Components of Deferred Income Tax HTML 87K
Assets and Liabilities (Detail)
89: R74 Income Taxes - Schedule of Reconciliation between HTML 85K
Statutory Income Tax Rate and Company's Effective
Income Tax Provision (Benefit) Rate (Detail)
90: R75 Leases - Additional Information (Detail) HTML 66K
91: R76 Leases - Schedule of Lease Balances and HTML 58K
Classification on Consolidated Balance Sheet
(Detail)
92: R77 Leases - Schedule of Lease Costs and HTML 53K
Classification on Consolidated Statements of
Comprehensive Income (Loss) (Detail)
93: R78 Leases - Schedule of Lease Maturities (Detail) HTML 82K
94: R79 Leases - Schedule of Weighted Average Remaining HTML 43K
Lease Terms and Applicable Discount Rates (Detail)
95: R80 Leases - Schedule of Cash Flows and Supplemental HTML 47K
Information Associated with Leasing Activities
(Detail)
96: R81 Commitments and Contingencies - Additional HTML 56K
Information (Detail)
97: R82 Fair Value Measurements - Additional Information HTML 38K
(Detail)
98: R83 Fair Value Measurements - Schedule of Assets and HTML 43K
Liabilities Measured at Fair Value on a Recurring
Basis (Detail)
99: R84 Fair Value Measurements - Schedule of Assets and HTML 42K
Liabilities Measured at Fair Value on a Recurring
Basis (Parenthetical) (Detail)
100: R85 Related-Party Transactions - Additional HTML 69K
Information (Detail)
101: R86 Retirement Plan - Additional Information (Detail) HTML 57K
102: R87 Equity-Based Compensation - Schedule of Equity HTML 40K
Compensation Expense (Detail)
103: R88 Equity-Based Compensation - Additional Information HTML 98K
(Detail)
104: R89 Equity-Based Compensation - Schedule of Employee HTML 67K
Stock Performance Activity (Detail)
105: R90 Equity-Based Compensation - Schedule of Activity HTML 71K
Related to Stock Option Awards (Detail)
106: R91 Equity-Based Compensation - Schedule of Stock HTML 44K
Options Valuation Assumptions (Detail)
107: R92 Stockholders' (Deficit) Equity - Additional HTML 62K
Information (Detail)
108: R93 Severance and Other Separation Costs - Additional HTML 57K
Information (Detail)
109: R94 Severance and Other Separation Costs - Schedule of HTML 45K
Restructuring Program Activity (Detail)
110: R95 Schedule I - Condensed Balance Sheets (Detail) HTML 102K
111: R96 Schedule I - Condensed Balance Sheets HTML 55K
(Parenthetical) (Detail)
112: R97 Schedule I - Condensed Statements of Comprehensive HTML 60K
(Loss) Income (Detail)
113: R98 Schedule I - Condensed Statements of Cash Flows HTML 83K
(Detail)
114: R99 Schedule I - Description of SeaWorld HTML 41K
Entertainment, Inc. - Additional Information
(Detail)
115: R100 Schedule I - Guarantees - Additional Information HTML 48K
(Detail)
116: R101 Schedule I - Dividends from Subsidiary - HTML 37K
Additional Information (Detail)
117: R102 Schedule I - Stockholders' (Deficit) Equity - HTML 64K
Additional Information (Detail)
119: XML IDEA XML File -- Filing Summary XML 232K
15: XML XBRL Instance -- seas-10k_20201231_htm XML 3.95M
118: EXCEL IDEA Workbook of Financial Reports XLSX 173K
11: EX-101.CAL XBRL Calculations -- seas-20201231_cal XML 306K
12: EX-101.DEF XBRL Definitions -- seas-20201231_def XML 999K
13: EX-101.LAB XBRL Labels -- seas-20201231_lab XML 1.93M
14: EX-101.PRE XBRL Presentations -- seas-20201231_pre XML 1.57M
10: EX-101.SCH XBRL Schema -- seas-20201231 XSD 288K
120: JSON XBRL Instance as JSON Data -- MetaLinks 554± 890K
121: ZIP XBRL Zipped Folder -- 0001564590-21-009459-xbrl Zip 541K
Exhibit 10.65
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE
SEAWORLD ENTERTAINMENT, INC. 2017 OMNIBUS INCENTIVE PLAN
(Non-Employee Directors)
SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below, the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant:
Date of Grant:
Number of
Restricted Stock Units:
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Vesting Schedule: |
Provided the Participant has not undergone a Termination prior to the applicable vesting date (or event), 100% of the Restricted Stock Units will vest on the day before the next regularly scheduled annual meeting of the stockholders of the Company following the Date of Grant. |
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In addition, in the event of a Change in Control prior to the vesting date (or event) and provided Participant has not undergone a Termination prior to such Change in Control, such Participant shall fully vest in such Participant’s Restricted Stock Units to the extent not then vested or previously forfeited or cancelled.
All unvested Restricted Stock Units shall be forfeited upon a Termination for any reason or no reason.
***
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.
SEAWORLD ENTERTAINMENT, INC.PARTICIPANT1
By:
Title:
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1 |
To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof. |
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[Signature Page to Restricted Stock Unit Award]
RESTRICTED STOCK UNIT AGREEMENT UNDER THE
SEAWORLD ENTERTAINMENT, INC. 2017 OMNIBUS INCENTIVE PLAN
(Non-Employee Directors)
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the SeaWorld Entertainment, Inc. 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), SeaWorld Entertainment, Inc., a Delaware corporation, (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
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1. |
Grant of Restricted Stock Units. |
Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Restricted Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
2.Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest as provided in the Grant Notice.
3.Settlement of Restricted Stock Units. The provisions of Section 9(d)(ii) of the Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, any vested Restricted Stock Units shall be settled in shares of Common Stock as soon as reasonably practicable (and, in any event, within two and one-half months) following the expiration of the applicable Restricted Period. With respect to any Restricted Stock Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is subject to vesting shall be its Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.
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4. |
Company; Participant. |
(a)The term “Company” as used in this Restricted Stock Unit Agreement with reference to service shall include the Company and its Subsidiaries.
(b)Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.
5.Non-Transferability. The Restricted Stock Units are not transferable by the Participant (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law)
4
except to Permitted Transferees in accordance with Section 15(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.
6.Rights as Stockholder; Dividend Equivalents. The Participant shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit (including no rights with respect to voting or to receive dividends or dividend equivalents) unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof. The Restricted Stock Units shall be entitled to be credited with dividend equivalent payments upon the payment by the Company of dividends on shares of Common Stock. Such dividend equivalents will be provided in shares of Common Stock having a Fair Market Value on the date that the Restricted Stock Units are settled in accordance with Section 3 above equal to the amount of such applicable dividends as of the date such dividends were made, and shall be payable at the same time as the Restricted Stock Units to which such dividends relate are settled in accordance with Section 3 above. In the event that any Restricted Stock Unit is forfeited by its terms, the Participant shall have no right to dividend equivalent payments in respect of such forfeited Restricted Stock Units.
7.Tax Withholding. The provisions of Section 15(d) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant’s withholding liability, if any, referred to in Section 15(d) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares of Common Stock with a Fair Market Value, on the date that the Restricted Stock Units are settled, equal to such withholding liability; provided, that the number of such shares of Common Stock may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences. Notwithstanding the foregoing, the Participant acknowledges and agrees that to the extent consistent with applicable law and the Participant’s status as an independent consultant for U.S. federal income tax purposes, the Company does not intend to withhold any amounts as federal income tax withholdings under any other state or federal laws, and the Participant hereby agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the grant of Restricted Stock Units.
8.Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Corporate Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
9.No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Service Recipient or
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any other member of the Company Group.
10.Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
11.Waiver and Amendments. Except as otherwise set forth in Section 14 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
12.Clawback/Repayment. This Restricted Stock Unit Agreement shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable law. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Restricted Stock Unit Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company.
13.Right to Offset. The provisions of Section 15(x) of the Plan are incorporated herein by reference and made a part hereof.
13.Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware. THE PARTICIPANT IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.
14.Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.
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15. |
Section 409A. |
(a) It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | 4 | ||
| For Period end: | 12/31/20 | 4, SD | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 United Parks & Resorts Inc. 10-K 12/31/23 105:14M Donnelley … Solutions/FA 3/01/23 SeaWorld Entertainment, Inc. 10-K 12/31/22 111:18M Donnelley … Solutions/FA 8/05/22 SeaWorld Entertainment, Inc. S-8 8/05/22 3:129K ActiveDisclosure/FA 2/28/22 SeaWorld Entertainment, Inc. 10-K 12/31/21 123:17M ActiveDisclosure/FA |