SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
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 |
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
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 -
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/16/18 | |||
For Period end: | 12/31/17 | 11-K | ||
List all Filings |
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 |