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First American Financial Corp – ‘10-K’ for 12/31/19 – ‘EX-10.6.2’

On:  Tuesday, 2/18/20, at 5:13pm ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-5064   ·   File #:  1-34580

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

 2/18/20  First American Financial Corp     10-K       12/31/19  151:26M                                    ActiveDisclosure/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        2019 Form 10-K                                      HTML   3.29M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     56K 
 9: EX-10.10    Material Contract                                   HTML     90K 
 3: EX-10.6.2   Material Contract                                   HTML     73K 
 4: EX-10.6.7   Material Contract                                   HTML     97K 
 5: EX-10.6.9   Material Contract                                   HTML     55K 
 6: EX-10.7     Material Contract                                   HTML     91K 
 7: EX-10.8     Material Contract                                   HTML     90K 
 8: EX-10.9     Material Contract                                   HTML     91K 
10: EX-21       Subsidiaries List                                   HTML     45K 
11: EX-23       Consent of Experts or Counsel                       HTML     40K 
12: EX-31.A     Certification -- §302 - SOA'02                      HTML     46K 
13: EX-31.B     Certification -- §302 - SOA'02                      HTML     46K 
14: EX-32.A     Certification -- §906 - SOA'02                      HTML     43K 
15: EX-32.B     Certification -- §906 - SOA'02                      HTML     43K 
74: R1          Document and Entity Information                     HTML    104K 
125: R2          Consolidated Balance Sheets                         HTML    160K  
106: R3          Consolidated Balance Sheets (Parenthetical)         HTML     60K  
29: R4          Consolidated Statements of Income                   HTML    121K 
73: R5          Consolidated Statements of Comprehensive Income     HTML     77K 
122: R6          Consolidated Statements of Equity                   HTML    102K  
103: R7          Consolidated Statements of Cash Flows               HTML    164K  
25: R8          Consolidated Statements of Cash Flows               HTML     43K 
                (Parenthetical)                                                  
76: R9          Basis of Presentation and Significant Accounting    HTML    147K 
                Policies                                                         
93: R10         Statutory Restrictions On Investments And           HTML     49K 
                Stockholders' Equity                                             
141: R11         Debt and Equity Securities                          HTML    602K  
57: R12         Property and Equipment                              HTML     61K 
38: R13         Leases                                              HTML    126K 
92: R14         Goodwill                                            HTML     67K 
138: R15         Other Intangible Assets                             HTML     73K  
54: R16         Deposits                                            HTML     63K 
37: R17         Reserve for Known and Incurred but Not Reported     HTML    325K 
                Claims                                                           
89: R18         Notes and Contracts Payable                         HTML     79K 
142: R19         Net Investment Income                               HTML     74K  
83: R20         Income Taxes                                        HTML    199K 
35: R21         Earnings Per Share                                  HTML     71K 
114: R22         Employee Benefit Plans                              HTML    158K  
130: R23         Fair Value Measurements                             HTML    284K  
82: R24         Share-Based Compensation Plans                      HTML     77K 
34: R25         Stockholders' Equity                                HTML     44K 
113: R26         Accumulated Other Comprehensive Income (Loss)       HTML    318K  
                ("Aoci")                                                         
129: R27         Litigation and Regulatory Contingencies             HTML     61K  
84: R28         Segment Financial Information                       HTML    275K 
33: R29         Subsequent Events                                   HTML     44K 
41: R30         Quarterly Financial Data                            HTML    117K 
59: R31         Summary Of Investments-Other Than Investments In    HTML    112K 
                Related Parties                                                  
134: R32         Condensed Financial Statements (Parent Company)     HTML    219K  
86: R33         Supplementary Insurance Information                 HTML    182K 
42: R34         Reinsurance                                         HTML     85K 
62: R35         Valuation And Qualifying Accounts                   HTML    188K 
136: R36         Basis of Presentation and Significant Accounting    HTML    222K  
                Policies (Policies)                                              
87: R37         Debt and Equity Securities (Tables)                 HTML    606K 
44: R38         Property and Equipment (Tables)                     HTML     60K 
58: R39         Leases (Tables)                                     HTML    136K 
21: R40         Goodwill (Tables)                                   HTML     68K 
71: R41         Other Intangible Assets (Tables)                    HTML     75K 
126: R42         Deposits (Tables)                                   HTML     60K  
111: R43         Reserve for Known and Incurred but Not Reported     HTML    329K  
                Claims (Tables)                                                  
22: R44         Notes and Contracts Payable (Tables)                HTML     76K 
72: R45         Net Investment Income (Tables)                      HTML     77K 
127: R46         Income Taxes (Tables)                               HTML    194K  
112: R47         Earnings Per Share (Tables)                         HTML     70K  
23: R48         Employee Benefit Plans (Tables)                     HTML    159K 
70: R49         Fair Value Measurements (Tables)                    HTML    274K 
64: R50         Share-Based Compensation Plans (Tables)             HTML     75K 
49: R51         Accumulated Other Comprehensive Income (Loss)       HTML    321K 
                ("Aoci") (Tables)                                                
102: R52         Segment Financial Information (Tables)              HTML    274K  
151: R53         Quarterly Financial Data (Tables)                   HTML    117K  
63: R54         Basis of Presentation and Significant Accounting    HTML    146K 
                Policies (Narrative) (Detail)                                    
47: R55         Statutory Restrictions on Investments and           HTML     58K 
                Stockholders' Equity (Narrative) (Detail)                        
101: R56         Debt and Equity Securities (Investments in Debt     HTML     75K  
                Securities, Classified as Available-For-Sale)                    
                (Detail)                                                         
150: R57         Debt and Equity Securities (Narrative) (Detail)     HTML     78K  
65: R58         Debt and Equity Securities (Gross Unrealized        HTML     89K 
                Losses on Investments in Debt Securities) (Detail)               
46: R59         Debt and Equity Securities (Investments in Debt     HTML    116K 
                Securities by Contractual Maturity) (Detail)                     
110: R60         Debt and Equity Securities (Investments in Equity   HTML     50K  
                Securities) (Detail)                                             
121: R61         Debt and Equity Securities (Composition of          HTML    121K  
                Investment Portfolio by Credit Rating Agencies)                  
                (Detail)                                                         
79: R62         Debt and Equity Securities (Composition of Debt     HTML    106K 
                Securities Portfolio in Unrealized Loss Position                 
                by Credit Rating Agencies) (Detail)                              
28: R63         Property and Equipment (Schedule of Property and    HTML     63K 
                Equipment) (Detail)                                              
107: R64         Leases - Summary of Lease Assets and Liabilities    HTML     58K  
                (Detail)                                                         
118: R65         Leases - Summary of Components of Lease Expense     HTML     66K  
                (Detail)                                                         
75: R66         Leases - Schedule of Future Minimum Lease Payments  HTML     99K 
                Under Operating and Finance Lease with                           
                Noncancelable Lease Terms (Detail)                               
24: R67         Leases - Schedule of Information Related to Lease   HTML     52K 
                Terms and Discount Rate (Detail)                                 
105: R68         Leases - Schedule of Cash Flow Information Related  HTML     53K  
                to Lease Liabilities (Detail)                                    
124: R69         Leases - Summary of Future Minimum Lease Payments   HTML     61K  
                Under Operating Leases with Noncancelable Lease                  
                Terms (Detail)                                                   
146: R70         Leases (Narrative) (Detail)                         HTML     43K  
95: R71         Goodwill (Carrying Amount of Goodwill by            HTML     58K 
                Reportable Segment) (Detail)                                     
50: R72         Other Intangible Assets (Schedule of Other          HTML     64K 
                Intangible Assets) (Detail)                                      
66: R73         Other Intangible Assets (Narrative) (Detail)        HTML     44K 
149: R74         Other Intangible Assets (Estimated Amortization     HTML     53K  
                Expense for Finite-Lived Intangible Assets)                      
                (Detail)                                                         
98: R75         Deposits (Escrow, Savings and Investment            HTML     54K 
                Certificate Accounts) (Detail)                                   
53: R76         Reserve for Known and Incurred but Not Reported     HTML     62K 
                Claims (Activity in Reserve for Known and Incurred               
                but Not Reported Claims) (Detail)                                
69: R77         Reserve for Known and Incurred but Not Reported     HTML     63K 
                Claims (Narrative) (Detail)                                      
144: R78         Reserve for Known and Incurred but Not Reported     HTML     64K  
                Claims (Summary of Loss Reserves) (Detail)                       
99: R79         Reserve for Known and Incurred but Not Reported     HTML    119K 
                Claims - Summary of Incurred and Paid Claims                     
                Development Net of Reinsurance (Detail)                          
147: R80         Reserve for Known and Incurred but Not Reported     HTML     57K  
                Claims - Reconciliation of the Net Incurred and                  
                Paid Claims Development Tables to the Liability                  
                for Claims and Claim Adjustment Expense (Detail)                 
96: R81         Reserve for Known and Incurred but Not Reported     HTML     66K 
                Claims - Schedule of Supplementary Information                   
                about Average Historical Claims (Detail)                         
51: R82         Notes and Contracts Payable (Schedule of Notes and  HTML     73K 
                Contracts Payable) (Detail)                                      
67: R83         Notes and Contracts Payable (Schedule of Notes and  HTML     77K 
                Contracts Payable) (Parenthetical) (Detail)                      
148: R84         Notes and Contracts Payable (Narrative) (Detail)    HTML     82K  
97: R85         Notes and Contracts Payable (Aggregate Annual       HTML     61K 
                Maturities of Notes and Contracts Payable)                       
                (Detail)                                                         
52: R86         Net Investment Income (Schedule of Net Investment   HTML     66K 
                Income) (Detail)                                                 
68: R87         Income Taxes (Narrative) (Detail)                   HTML     95K 
145: R88         Income Taxes - Summary of Tax Expenses (Detail)     HTML     70K  
100: R89         Income Taxes - Schedule of Effective Income Tax     HTML     92K  
                Rate Reconciliation (Detail)                                     
109: R90         Income Taxes - Net Deferred Tax Liability (Detail)  HTML    100K  
120: R91         Income Taxes - Changes In Unrecognized Tax          HTML     51K  
                Benefits (Detail)                                                
78: R92         Earnings Per Share (Schedule of Earnings Per        HTML     72K 
                Share) (Detail)                                                  
27: R93         Employee Benefit Plans (Narrative) (Detail)         HTML     76K 
108: R94         Employee Benefit Plans (Principal Components of     HTML     57K  
                Employee Benefit Costs) (Detail)                                 
119: R95         Employee Benefit Plans (Company's Benefit           HTML     89K  
                Obligations and Funded Status) (Detail)                          
77: R96         Employee Benefit Plans (Net Periodic Benefit        HTML     62K 
                Costs) (Detail)                                                  
26: R97         Employee Benefit Plans (The Weighted-Average        HTML     49K 
                Discount Rate Assumptions Used to Determine Net                  
                Periodic Benefit Costs) (Detail)                                 
104: R98         Employee Benefit Plans (The Weighted-Average        HTML     45K  
                Discount Rate Assumptions Used to Determine the                  
                Projected Benefit Obligations) (Detail)                          
123: R99         Employee Benefit Plans (Benefit Payments, Expected  HTML     54K  
                Future Service) (Detail)                                         
139: R100        Fair Value Measurements (Fair Value of Assets       HTML    108K  
                Measured on Recurring Basis) (Detail)                            
91: R101        Fair Value Measurements (Narrative) (Detail)        HTML     52K 
36: R102        Fair Value Measurements (Carrying Amounts and       HTML     73K 
                Estimated Fair Values of Financial Instruments Not               
                Measured at Fair Value) (Detail)                                 
55: R103        Share-Based Compensation Plans (Narrative)          HTML     76K 
                (Detail)                                                         
140: R104        Share-Based Compensation (Costs Associated with     HTML     51K  
                Share-Based Compensation Plans) (Detail)                         
94: R105        Share-Based Compensation (Summary of RSU Activity)  HTML     67K 
                (Detail) - RSUs                                                  
39: R106        Stockholders' Equity (Detail)                       HTML     51K 
56: R107        Accumulated Other Comprehensive Income (Loss)       HTML     96K 
                (Aoci) (Components of Accumulated Other                          
                Comprehensive Income (Loss) (Detail)                             
143: R108        Accumulated Other Comprehensive Income (Loss)       HTML     65K  
                (Other Comprehensive Income (Loss)                               
                Reclassification Adjustments) (Detail)                           
90: R109        Accumulated Other Comprehensive Income (Loss)       HTML     71K 
                (Reclassifications Out of AOCI) (Detail)                         
116: R110        Litigation and Regulatory Contingencies             HTML     43K  
                (Narrative) (Detail)                                             
133: R111        Segment Financial Information (Narrative) (Detail)  HTML     51K  
81: R112        Segment Financial Information (Schedule of          HTML    123K 
                Selected Financial Information) (Detail)                         
32: R113        Segment Financial Information (Schedule of Total    HTML     69K 
                Revenues From External Customers And Long-Lived                  
                Assets) (Detail)                                                 
115: R114        Subsequent Events (Narrative) (Detail)              HTML     49K  
132: R115        Quarterly Financial Data (Detail)                   HTML     82K  
80: R116        Schedule I - Summary Of Investments - Other Than    HTML     84K 
                Investments In Related Parties (Detail)                          
31: R117        Schedule II - Condensed Balance Sheets Parent       HTML    135K 
                Company (Detail)                                                 
117: R118        Schedule II - Condensed Balance Sheets Parent       HTML     59K  
                Company (Parenthetical) (Detail)                                 
131: R119        Schedule II - Condensed Statements Of Income        HTML     85K  
                Parent Company (Detail)                                          
61: R120        Schedule II - Condensed Statements Of               HTML     86K 
                Comprehensive Income Parent Company (Detail)                     
43: R121        Schedule II - Condensed Statements Of Cash Flows    HTML     88K 
                Parent Company (Detail)                                          
88: R122        Schedule II - Notes to Condensed Financial          HTML     45K 
                Statements Parent Company (Detail)                               
135: R123        Schedule III - Balance Sheet Captions (Detail)      HTML     53K  
60: R124        Schedule III - Income Statement Captions (Detail)   HTML     75K 
40: R125        Schedule IV - Reinsurance (Detail)                  HTML     63K 
85: R126        Schedule V - Valuation And Qualifying Accounts      HTML     67K 
                (Detail)                                                         
45: XML         IDEA XML File -- Filing Summary                      XML    290K 
30: XML         XBRL Instance -- faf-10k_20191231_htm                XML   8.36M 
137: EXCEL       IDEA Workbook of Financial Reports                  XLSX    188K  
17: EX-101.CAL  XBRL Calculations -- faf-20191231_cal                XML    469K 
18: EX-101.DEF  XBRL Definitions -- faf-20191231_def                 XML   1.08M 
19: EX-101.LAB  XBRL Labels -- faf-20191231_lab                      XML   2.37M 
20: EX-101.PRE  XBRL Presentations -- faf-20191231_pre               XML   1.93M 
16: EX-101.SCH  XBRL Schema -- faf-20191231                          XSD    317K 
48: JSON        XBRL Instance as JSON Data -- MetaLinks              651±  1.08M 
128: ZIP         XBRL Zipped Folder -- 0001564590-20-005064-xbrl      Zip    547K  


‘EX-10.6.2’   —   Material Contract


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 <!   C: 

Exhibit 10.6.2

[Non-Employee Director]

Notice of Restricted Stock Unit Grant

 

 

Participant:

[Participant Name]

Company:

First American Financial Corporation

Notice:

You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto.

Type of Award:

Restricted Stock Units

Plan:

First American Financial Corporation 2010 Incentive Compensation Plan

Grant:

Date of Grant:  [Grant Date]

Number of Shares Underlying Restricted Stock Units:  [Number of Shares Granted]

Period of Restriction:

Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse one year after the Date of Grant.

Rejection:

If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com/firstamerican and follow the steps outlined under the "Accept Grant" link at any time within forty-five (45) days after the Date of Grant.  If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Restricted Stock Unit Award.


 


 

[Non-Employee Director]

Restricted Stock Unit Award Agreement

 

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between First American Financial Corporation (the “Company”) and the Participant set forth in the Grant Notice.  The Grant Notice is included in and made part of this Agreement.

 

1.

Definitions.

Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan.

 

2.

Grant of the Restricted Stock Units.

Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, a right to receive the number of shares of common stock of the Company, par value $.00001 per share (“Shares”), set forth in the Grant Notice (the “Restricted Stock Units”).

 

3.

Dividend Equivalents.

Each Restricted Stock Unit shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Restricted Stock Unit during the period from the Date of Grant to the date such Share is delivered in accordance with Section 6.  Any such Dividend Equivalent shall be deemed reinvested in additional Shares underlying the Restricted Stock Units immediately upon the related dividend’s payment date, based on the then-current Fair Market Value (rounded down to the nearest whole number), and shall be subject to the Period of Restriction applicable to the Restricted Stock Unit on which such Dividend Equivalent is paid.  Any such conversion of Dividend Equivalents shall be conclusively determined by the Committee.  The Shares underlying Restricted Stock Units into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6.

 

4.

Period of Restriction; Termination.

The Period of Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice.  Subject to the terms of the Plan and the remaining provisions of this Section 4, all Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date of the Participant’s Termination shall be immediately forfeited.  Notwithstanding the foregoing to the contrary:

 

(a)

In the event of the Participant’s Termination due to his or her death or Disability, the Period of Restriction as to all Restricted Stock Units shall immediately lapse in its entirety.

 

(b)

In the event of the Participant’s Termination due to his or her retirement from the Board, irrespective of length of service prior to such retirement, the Period of Restriction as to all Restricted Stock Units shall immediately lapse in its entirety.

 

5.

Change of Control.

Except for a Change of Control that has been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control, the provisions of Section 15.1 of the Plan shall apply to the Restricted Stock Units.

 

6.

Delivery of Shares.

Unless delivery is deferred for reasons set forth in Section 11, as soon as reasonably

- 2 -

 


 

practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan.  Restricted Stock Units may only be settled by delivery of Shares and not by any cash payment.  No fractional Share will be issued pursuant to an award granted hereunder.  The number of Shares issuable upon the settlement of the Restricted Stock Units will be rounded down to the nearest whole number of Shares.  No payment or other adjustment will be made with respect to the fractional shares so disregarded.

 

7.

No Ownership Rights Prior to Issuance of Shares.

Restricted Stock Units shall not be considered Shares and neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement.

 

8.

Detrimental Activity.

(a)  Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the earlier of the delivery of Shares with respect to the Restricted Stock Units or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, the Participant engages in Detrimental Activity, such Restricted Stock Units shall be cancelled and rescinded without any payment or consideration therefor.  The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the Period of Restriction and delivery of Shares with respect to the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter.  

(b)  For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant’s membership on the Board relating to the business affairs of the Company or any of its Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with the Company, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, in each case as determined by the Committee in its good faith discretion.

 

9.

Responsibility for Taxes.  

The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not

- 3 -

 


 

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 Dividend Equivalents; and (ii) does not commit to and is under no obligation to structure the terms of the grant of Restricted Stock Units or any aspect of the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

 

10.

The Plan.

In consideration for this grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee.  In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.  The Plan and the prospectus describing the Plan can be found on Fidelity NetBenefits® at www.netbenefits.com/firstamerican under Plan Information and Documents.  A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

 

11.

Compliance with Laws and Regulations.  

(a)  Notwithstanding any other provision of the Plan or this Agreement, the Restricted Stock Units and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.  Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law.  If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

(b)  It is intended that the Shares received in respect of the Restricted Stock Units shall have been registered under the Securities Act.  If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144.  Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.

(c)  If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the Shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

- 4 -

 


 

 

12.

Notices.

All notices by the Participant or the Participant’s assignees shall be addressed to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.  All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company's records.

 

13.

Severability.  

In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

 

14.

Waiver.  

The Participant acknowledges that a waiver by the Company of 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 of this Agreement.

 

15.

Electronic Delivery.  

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

 

[Signatures on next page]

 

 

FIRST AMERICAN FINANCIAL CORPORATION

 

 

By:______________________________

      Name:

      Title:

 

Date: [Grant Date]

 

 

Acknowledged and agreed as of the Date of Grant:

 

 

Printed Name:[Participant Name]

 

 

Date:[Acceptance Date]

 

[NOTE:  GRANT WILL BE ACCEPTED ELECTRONICALLY]

- 5 -

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/18/20None on these Dates
For Period end:12/31/19
 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  First American Financial Corp.    10-K       12/31/23  153:30M                                    Donnelley … Solutions/FA
 2/15/23  First American Financial Corp.    10-K       12/31/22  156:40M                                    Donnelley … Solutions/FA
 2/17/22  First American Financial Corp.    10-K       12/31/21  159:26M                                    ActiveDisclosure/FA
 7/28/21  First American Financial Corp.    424B2                  1:567K                                   Donnelley … Solutions/FA
 7/27/21  First American Financial Corp.    424B2                  1:557K                                   Donnelley … Solutions/FA
 2/17/21  First American Financial Corp.    10-K       12/31/20  158:28M                                    ActiveDisclosure/FA
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