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First American Financial Corp – ‘10-K’ for 12/31/17 – ‘EX-10.6.14’

On:  Friday, 2/16/18, at 3:16pm ET   ·   For:  12/31/17   ·   Accession #:  1564590-18-2317   ·   File #:  1-34580

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

 2/16/18  First American Financial Corp     10-K       12/31/17  147:24M                                    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        Annual Report                                       HTML   1.80M 
 8: EX-10.10    Material Contract                                   HTML     87K 
 4: EX-10.6.14  Material Contract                                   HTML     55K 
 2: EX-10.6.4   Material Contract                                   HTML     71K 
 3: EX-10.6.9   Material Contract                                   HTML     94K 
 5: EX-10.7     Material Contract                                   HTML     87K 
 6: EX-10.8     Material Contract                                   HTML     87K 
 7: EX-10.9     Material Contract                                   HTML     88K 
 9: EX-21       Subsidiaries List                                   HTML     45K 
10: EX-23       Consent of Experts or Counsel                       HTML     40K 
11: EX-31.A     Certification -- §302 - SOA'02                      HTML     45K 
12: EX-31.B     Certification -- §302 - SOA'02                      HTML     46K 
13: EX-32.A     Certification -- §906 - SOA'02                      HTML     42K 
14: EX-32.B     Certification -- §906 - SOA'02                      HTML     43K 
21: R1          Document and Entity Information                     HTML     70K 
22: R2          Consolidated Balance Sheets                         HTML    149K 
23: R3          Consolidated Balance Sheets (Parenthetical)         HTML     60K 
24: R4          Consolidated Statements of Income                   HTML    109K 
25: R5          Consolidated Statements of Comprehensive Income     HTML     70K 
26: R6          Consolidated Statements of Equity                   HTML     96K 
27: R7          Consolidated Statements of Cash Flows               HTML    151K 
28: R8          Consolidated Statements of Cash Flows               HTML     43K 
                (Parenthetical)                                                  
29: R9          Basis of Presentation and Significant Accounting    HTML    140K 
                Policies                                                         
30: R10         Statutory Restrictions On Investments And           HTML     47K 
                Stockholders' Equity                                             
31: R11         Debt and Equity Securities                          HTML    580K 
32: R12         Property and Equipment                              HTML     58K 
33: R13         Goodwill                                            HTML     68K 
34: R14         Other Intangible Assets                             HTML     74K 
35: R15         Deposits                                            HTML     62K 
36: R16         Reserve for Known and Incurred but Not Reported     HTML    356K 
                Claims                                                           
37: R17         Notes and Contracts Payable                         HTML     78K 
38: R18         Net Investment Income                               HTML     74K 
39: R19         Income Taxes                                        HTML    215K 
40: R20         Earnings Per Share                                  HTML     77K 
41: R21         Employee Benefit Plans                              HTML    208K 
42: R22         Fair Value Measurements                             HTML    328K 
43: R23         Share-Based Compensation Plans                      HTML    101K 
44: R24         Stockholders' Equity                                HTML     43K 
45: R25         Accumulated Other Comprehensive Income (Loss)       HTML    335K 
                ("Aoci")                                                         
46: R26         Commitments and Contingencies                       HTML     53K 
47: R27         Litigation and Regulatory Contingencies             HTML     65K 
48: R28         Business Combinations                               HTML     43K 
49: R29         Segment Financial Information                       HTML    210K 
50: R30         Quarterly Financial Data                            HTML    118K 
51: R31         Summary Of Investments-Other Than Investments In    HTML    122K 
                Related Parties                                                  
52: R32         Condensed Financial Statements (Parent Company)     HTML    236K 
53: R33         Supplementary Insurance Information                 HTML    183K 
54: R34         Reinsurance                                         HTML     85K 
55: R35         Valuation And Qualifying Accounts                   HTML    193K 
56: R36         Basis of Presentation and Significant Accounting    HTML    217K 
                Policies (Policies)                                              
57: R37         Debt and Equity Securities (Tables)                 HTML    584K 
58: R38         Property And Equipment (Tables)                     HTML     58K 
59: R39         Goodwill (Tables)                                   HTML     68K 
60: R40         Other Intangible Assets (Tables)                    HTML     74K 
61: R41         Deposits (Tables)                                   HTML     60K 
62: R42         Reserve for Known and Incurred but Not Reported     HTML    357K 
                Claims (Tables)                                                  
63: R43         Notes and Contracts Payable (Tables)                HTML     74K 
64: R44         Net Investment Income (Tables)                      HTML     76K 
65: R45         Income Taxes (Tables)                               HTML    196K 
66: R46         Earnings Per Share (Tables)                         HTML     76K 
67: R47         Employee Benefit Plans (Tables)                     HTML    209K 
68: R48         Fair Value Measurements (Tables)                    HTML    321K 
69: R49         Share-Based Compensation Plans (Tables)             HTML    101K 
70: R50         Accumulated Other Comprehensive Income (Loss)       HTML    341K 
                ("Aoci") (Tables)                                                
71: R51         Commitments and Contingencies (Tables)              HTML     51K 
72: R52         Segment Financial Information (Tables)              HTML    209K 
73: R53         Quarterly Financial Data (Tables)                   HTML    118K 
74: R54         Basis of Presentation and Significant Accounting    HTML    164K 
                Policies (Narrative) (Detail)                                    
75: R55         Statutory Restrictions on Investments and           HTML     57K 
                Stockholders' Equity (Narrative) (Detail)                        
76: R56         Debt and Equity Securities (Investments in Debt     HTML     75K 
                Securities, Classified as Available-For-Sale)                    
                (Detail)                                                         
77: R57         Debt and Equity Securities (Investments in Equity   HTML     57K 
                Securities, Classified as Available-For-Sale)                    
                (Detail)                                                         
78: R58         Debt and Equity Securities (Narrative) (Detail)     HTML     72K 
79: R59         Debt and Equity Securities (Gross Unrealized        HTML     95K 
                Losses on Investments in Debt and Equity                         
                Securities) (Detail)                                             
80: R60         Debt and Equity Securities (Investments in Debt     HTML    117K 
                Securities) (Detail)                                             
81: R61         Debt and Equity Securities (Composition of          HTML    138K 
                Investment Portfolio by Credit Rating Agencies)                  
                (Detail)                                                         
82: R62         Debt and Equity Securities (Composition of          HTML    125K 
                Investment Portfolio in Unrealized Loss Position                 
                by Credit Rating Agencies) (Detail)                              
83: R63         Property and Equipment (Schedule of Property and    HTML     58K 
                Equipment) (Detail)                                              
84: R64         Goodwill (Carrying Amount of Goodwill by Operating  HTML     57K 
                Segment) (Detail)                                                
85: R65         Other Intangible Assets (Schedule of Other          HTML     62K 
                Intangible Assets) (Detail)                                      
86: R66         Other Intangible Assets (Narrative) (Detail)        HTML     43K 
87: R67         Other Intangible Assets (Estimated Amortization     HTML     52K 
                Expense for Finite-Lived Intangible Assets)                      
                (Detail)                                                         
88: R68         Deposits (Escrow, Savings and Investment            HTML     53K 
                Certificate Accounts) (Detail)                                   
89: R69         Reserve for Known and Incurred but Not Reported     HTML     62K 
                Claims (Activity in Reserve for Known and Incurred               
                but Not Reported Claims) (Detail)                                
90: R70         Reserve for Known and Incurred but Not Reported     HTML     70K 
                Claims (Narrative) (Detail)                                      
91: R71         Reserve for Known and Incurred but Not Reported     HTML     63K 
                Claims (Summary of Loss Reserves) (Detail)                       
92: R72         Reserve for Known and Incurred but Not Reported     HTML    119K 
                Claims - Summary of Incurred and Paid Claims                     
                Development Net of Reinsurance (Detail)                          
93: R73         Reserve for Known and Incurred but Not Reported     HTML     56K 
                Claims - Reconciliation of the Net Incurred and                  
                Paid Claims Development Tables to the Liability                  
                for Claims and Claim Adjustment Expense (Detail)                 
94: R74         Reserve for Known and Incurred but Not Reported     HTML     65K 
                Claims - Schedule of Supplementary Information                   
                about Average Historical Claims (Detail)                         
95: R75         Notes and Contracts Payable (Schedule of Notes and  HTML     67K 
                Contracts Payable) (Detail)                                      
96: R76         Notes and Contracts Payable (Schedule of Notes and  HTML     67K 
                Contracts Payable) (Parenthetical) (Detail)                      
97: R77         Notes and Contracts Payable (Narrative) (Detail)    HTML     70K 
98: R78         Notes and Contracts Payable (Aggregate Annual       HTML     60K 
                Maturities of Notes and Contracts Payable)                       
                (Detail)                                                         
99: R79         Net Investment Income (Schedule of Net Investment   HTML     65K 
                Income) (Detail)                                                 
100: R80         Income Taxes (Narrative) (Detail)                   HTML    123K  
101: R81         Income Taxes - Summary of Tax Expenses (Detail)     HTML     67K  
102: R82         Income Taxes - Schedule of Effective Income Tax     HTML     94K  
                Rate Reconciliation (Detail)                                     
103: R83         Income Taxes - Net Deferred Tax Liability (Detail)  HTML     91K  
104: R84         Income Taxes - Changes In Unrecognized Tax          HTML     50K  
                Benefits (Detail)                                                
105: R85         Earnings Per Share (Schedule of Earnings Per        HTML     72K  
                Share) (Detail)                                                  
106: R86         Earnings Per Share (Narrative) (Detail)             HTML     48K  
107: R87         Employee Benefit Plans (Narrative) (Detail)         HTML     84K  
108: R88         Employee Benefit Plans (Principal Components of     HTML     59K  
                Employee Benefit Costs) (Detail)                                 
109: R89         Employee Benefit Plans (Company's Benefit           HTML    103K  
                Obligations, Assets and Funded Status) (Detail)                  
110: R90         Employee Benefit Plans (Net Periodic Costs)         HTML     57K  
                (Detail)                                                         
111: R91         Employee Benefit Plans (Weighted-Average Discount   HTML     48K  
                Rate Assumptions Used to Determine Net Periodic                  
                Benefit Costs) (Detail)                                          
112: R92         Employee Benefit Plans (Weighted-Average Discount   HTML     44K  
                Rate Assumptions Used to Determine the Projected                 
                Benefit Obligations) (Detail)                                    
113: R93         Employee Benefit Plans (Benefit Payments, Expected  HTML     53K  
                Future Service) (Detail)                                         
114: R94         Fair Value Measurements (Fair Value of Assets       HTML    112K  
                Measured on Recurring Basis) (Detail)                            
115: R95         Fair Value Measurements (Narrative) (Detail)        HTML     44K  
116: R96         Fair Value Measurements (Summary of Changes in      HTML     73K  
                Fair Value of Level 3 Assets Measured on Recurring               
                Basis) (Detail)                                                  
117: R97         Fair Value Measurements (Carrying Amounts and       HTML     69K  
                Estimated Fair Values of Financial Instruments Not               
                Measured at Fair Value) (Detail)                                 
118: R98         Share-Based Compensation Plans (Narrative)          HTML     74K  
                (Detail)                                                         
119: R99         Share-Based Compensation Plans (Expenses            HTML     51K  
                Associated with Share-Based Compensation Plans)                  
                (Detail)                                                         
120: R100        Share-Based Compensation Plans (Summary of RSU      HTML     65K  
                Activity) (Detail)                                               
121: R101        Share-Based Compensation Plans (Summary of Stock    HTML     82K  
                Option Activity) (Detail)                                        
122: R102        Stockholders' Equity (Detail)                       HTML     51K  
123: R103        Accumulated Other Comprehensive Income (Loss)       HTML     79K  
                (Aoci) (Components of Accumulated Other                          
                Comprehensive Income (Loss) (Detail)                             
124: R104        Accumulated Other Comprehensive Income (Loss)       HTML     61K  
                (Accumulated Other Comprehensive Income (Loss)                   
                Allocated to Company and Noncontrolling Interests)               
                (Detail)                                                         
125: R105        Accumulated Other Comprehensive Income (Loss)       HTML     63K  
                (Other Comprehensive Income (Loss)                               
                Reclassification Adjustments) (Detail)                           
126: R106        Accumulated Other Comprehensive Income (Loss)       HTML     70K  
                (Reclassifications Out of AOCI) (Detail)                         
127: R107        Commitments and Contingencies (Future Minimum       HTML     59K  
                Rental Payments) (Detail)                                        
128: R108        Commitments and Contingencies (Narrative) (Detail)  HTML     42K  
129: R109        Business Combinations (Narrative) (Detail)          HTML     43K  
130: R110        Segment Financial Information (Narrative) (Detail)  HTML     50K  
131: R111        Segment Financial Information (Schedule of          HTML     95K  
                Selected Financial Information) (Detail)                         
132: R112        Segment Financial Information (Schedule of Total    HTML     68K  
                Revenues From External Customers And Long-Lived                  
                Assets) (Detail)                                                 
133: R113        Quarterly Financial Data (Detail)                   HTML     72K  
134: R114        Schedule I - Summary Of Investments-Other Than      HTML     84K  
                Investments In Related Parties (Detail)                          
135: R115        Schedule II - Condensed Balance Sheets Parent       HTML    128K  
                Company (Detail)                                                 
136: R116        Schedule II - Condensed Balance Sheets Parent       HTML     59K  
                Company (Parenthetical) (Detail)                                 
137: R117        Schedule II - Condensed Statements Of Income        HTML     78K  
                Parent Company (Detail)                                          
138: R118        Schedule II - Condensed Statements Of               HTML     80K  
                Comprehensive Income Parent Company (Detail)                     
139: R119        Schedule II - Condensed Statements Of Cash Flows    HTML     90K  
                Parent Company (Detail)                                          
140: R120        Schedule II - Notes to Condensed Financial          HTML     45K  
                Statements Parent Company (Detail)                               
141: R121        Schedule III - Balance Sheet Captions (Detail)      HTML     53K  
142: R122        Schedule III - Income Statement Captions (Detail)   HTML     75K  
143: R123        Schedule IV - Reinsurance (Detail)                  HTML     61K  
144: R124        Schedule V - Valuation And Qualifying Accounts      HTML     66K  
                (Detail)                                                         
146: XML         IDEA XML File -- Filing Summary                      XML    282K  
145: EXCEL       IDEA Workbook of Financial Reports                  XLSX    191K  
15: EX-101.INS  XBRL Instance -- faf-20171231                        XML   8.48M 
17: EX-101.CAL  XBRL Calculations -- faf-20171231_cal                XML    417K 
18: EX-101.DEF  XBRL Definitions -- faf-20171231_def                 XML   1.10M 
19: EX-101.LAB  XBRL Labels -- faf-20171231_lab                      XML   2.14M 
20: EX-101.PRE  XBRL Presentations -- faf-20171231_pre               XML   1.86M 
16: EX-101.SCH  XBRL Schema -- faf-20171231                          XSD    295K 
147: ZIP         XBRL Zipped Folder -- 0001564590-18-002317-xbrl      Zip    397K  


‘EX-10.6.14’   —   Material Contract


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EXHIBIT 10.6.14

Notice of Performance Unit Grant

 

Participant:

[●]

Company:

First American Financial Corporation (the “Company”)

Notice:

You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto.

Type of Award:

Performance Units

Plan:

First American Financial Corporation 2010 Incentive Compensation Plan

Grant:

Date of Grant:  [●], 2018

Number of Performance Units:  [●]

Each Performance Unit has the value of $1

Performance Period:

Subject to the terms of the Plan and this Agreement, the Performance Period applicable to the Performance Units shall be the calendar year 2018.  

Performance Condition:

Your right to the receipt of cash for your Performance Units is conditioned on the Company’s achievement of net income (as defined in accordance with generally acceptable accounting principles) for 2018 of $25 million or more, determined without regard to (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and (f) foreign exchange gains and losses.  This condition is referred to as the “Performance Target.”  Within a reasonable time after the determination of whether the Performance Target has been met, the Committee shall determine the final amount of Performance Units to which you shall be entitled, provided that the total amount thereof shall not exceed the amount set forth above.  The Committee, in its sole and unfettered discretion, may decrease the number of Performance Units awarded to you at any time prior to the payment thereon.

Rejection:

If you wish to accept this Performance Unit Award, please return this Agreement, executed by you on the last page of this Agreement, at any time within forty-five (45) days after the Date of Grant, to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attn: Incentive Compensation Plan Administrator.  Do not return a signed copy of this Agreement if you wish to reject this Performance Unit Award.  If you do not return a signed copy of this Agreement within forty-five (45) days after the Date of Grant, you will have rejected this Performance Unit Award.


 


 

Performance Unit Award Agreement

 

This Performance Unit Award Agreement (this “Agreement”), dated as of the date of the Notice of Performance 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 and made a 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 First American Financial Corporation 2010 Incentive Compensation Plan.

2.Grant of the Performance 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, the contingent right to receive in cash an amount equal in value to the performance units set forth in the Grant Notice, as such number of performance units may be reduced by the Committee in its sole and unfettered discretion (the “Performance Units”).  Each Performance Unit has a value of $1.

3.Vesting and Payment of Performance Units.

After the Performance Period (as specified in the Notice of Grant) has ended and provided that the Committee has determined that the Performance Target (as defined in the Notice of Grant) has been achieved,  the Participant shall be entitled to receive, and the Company shall pay to the Participant, the cash value of the Performance Units; provided, however, that prior to paying to the Participant such cash value, the Committee may, in its sole and unfettered discretion, decrease the amount of Performance Units awarded to the Participant.   If the Performance Target is not met, the Participant shall forfeit the Performance Units and the Participant shall not be entitled to any cash payment in connection therewith.

4.No Right to Continued Employment.

None of the Performance Units nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Company or any Subsidiary or Affiliate for any period, nor restrict in any way the right of the Company or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant’s employment at any time for any reason.  For the avoidance of doubt, this Section 4 is not intended to amend or modify any other agreement, including any employment agreement, that may be in existence between the Participant and the Company or any Subsidiary or Affiliate.

5.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

- 2 -

 


 

provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.  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.

6.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.

7.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.

8.Other Plans.

The Participant acknowledges that any income derived from the Performance Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate.  For purposes of the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan, as the same may be amended from time to time, cash ultimately paid for any Performance Units shall be deemed to be “Covered Compensation”.

9.Assignment.

Participant may not transfer or assign this Agreement or any part thereof.  The Company reserves the right to transfer or assign this Agreement to any of its Affiliates.

 

 

 

 

 

 

 

 

 

[SIGNATURES FOLLOW]

- 3 -

 


 

 

 

FIRST AMERICAN FINANCIAL CORPORATION

 

 

By:______________________________

      Name:

      Title:

 

Date:

 

 

Acknowledged and agreed as of the Date of Grant:

 

 

Signature:_________________________________

 

 

Printed Name:_________________________________

 

 

Date:_________________________________

 

- 4 -

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/16/18
For Period end:12/31/1711-K
 List all Filings 


2 Subsequent Filings that Reference this Filing

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

 2/17/22  First American Financial Corp.    10-K       12/31/21  159:26M                                    ActiveDisclosure/FA
 2/17/21  First American Financial Corp.    10-K       12/31/20  158:28M                                    ActiveDisclosure/FA
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Filing Submission 0001564590-18-002317   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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