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First American Financial Corp – ‘10-K’ for 12/31/17 – ‘EX-10.6.4’

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 
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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-10.6.4’   —   Material Contract


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EXHIBIT 10.6.4

 

[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

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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 delivery of Shares with respect to the Restricted Stock Units, 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 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

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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.

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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]

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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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