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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/04/18 Chemours Co 10-Q 3/31/18 116:18M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report -- cc-10q_20180331 HTML 1.02M
2: EX-10.2 Material Contract HTML 55K
3: EX-10.3 Material Contract HTML 62K
8: EX-95 Mine-Safety Disclosure HTML 40K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
15: R1 Document and Entity Information HTML 52K
16: R2 Interim Consolidated Statements of Operations HTML 84K
(Unaudited)
17: R3 Interim Consolidated Statements of Comprehensive HTML 118K
Income (Loss) (Unaudited)
18: R4 Interim Consolidated Balance Sheets HTML 120K
19: R5 Interim Consolidated Balance Sheets HTML 43K
(Parenthetical)
20: R6 Interim Consolidated Statements of Stockholders' HTML 75K
Equity (Unaudited)
21: R7 Interim Consolidated Statements of Cash Flows HTML 109K
(Unaudited)
22: R8 Background, Description of the Business and Basis HTML 39K
of Presentation
23: R9 Recent Accounting Pronouncements HTML 222K
24: R10 Significant Transactions and Events HTML 35K
25: R11 Net Sales HTML 170K
26: R12 Restructuring, Asset-Related, and Other Charges, HTML 138K
Net
27: R13 Other Income, Net HTML 63K
28: R14 Income Taxes HTML 39K
29: R15 Earnings Per Share of Common Stock HTML 78K
30: R16 Accounts and Notes Receivable, Net HTML 57K
31: R17 Inventories HTML 59K
32: R18 Property, Plant, and Equipment, Net HTML 66K
33: R19 Other Assets HTML 56K
34: R20 Accounts Payable HTML 53K
35: R21 Other Accrued Liabilities HTML 73K
36: R22 Debt HTML 94K
37: R23 Other Liabilities HTML 64K
38: R24 Commitments and Contingent Liabilities HTML 71K
39: R25 Equity HTML 37K
40: R26 Financial Instruments HTML 78K
41: R27 Long-term Employee Benefits HTML 75K
42: R28 Stock-based Compensation HTML 56K
43: R29 Segment Information HTML 162K
44: R30 Subsequent Events HTML 48K
45: R31 Guarantor Condensed Consolidating Financial HTML 1.17M
Information
46: R32 Recent Accounting Pronouncements (Policies) HTML 222K
47: R33 Recent Accounting Pronouncements (Tables) HTML 206K
48: R34 Net Sales (Tables) HTML 150K
49: R35 Restructuring, Asset-Related, and Other Charges, HTML 131K
Net (Tables)
50: R36 Other Income, Net (Tables) HTML 62K
51: R37 Earnings Per Share of Common Stock (Tables) HTML 81K
52: R38 Accounts and Notes Receivable, Net (Tables) HTML 53K
53: R39 Inventories (Tables) HTML 59K
54: R40 Property, Plant, and Equipment, Net (Tables) HTML 65K
55: R41 Other Assets (Tables) HTML 56K
56: R42 Accounts Payable (Tables) HTML 52K
57: R43 Other Accrued Liabilities (Tables) HTML 73K
58: R44 Debt (Tables) HTML 92K
59: R45 Other Liabilities (Tables) HTML 63K
60: R46 Financial Instruments (Tables) HTML 108K
61: R47 Long-term Employee Benefits (Tables) HTML 74K
62: R48 Stock-based Compensation (Tables) HTML 46K
63: R49 Segment Information (Tables) HTML 158K
64: R50 Guarantor Condensed Consolidating Financial HTML 1.16M
Information (Tables)
65: R51 Background, Description of the Business and Basis HTML 33K
of Presentation (Narrative) (Details)
66: R52 Recent Accounting Pronouncements (Narrative) HTML 39K
(Details)
67: R53 Recent Accounting Pronouncements (Impacts of HTML 85K
Adoption of Topic 606 on Consolidated Statements
of Operations) (Details)
68: R54 Recent Accounting Pronouncements (Reclassification HTML 85K
of Non-operating Pension and Other Post-retirement
Employee Benefit Income) (Details)
69: R55 Significant Transactions and Events (Narrative) HTML 43K
(Details)
70: R56 Net Sales (Narrative) (Details) HTML 52K
71: R57 Net Sales - Summary of Disaggregation of Net Sales HTML 80K
by Geographical Region, Product Group, and Segment
(Details)
72: R58 Net Sales - Summary of Contract Balances from HTML 39K
Contracts with Customers (Details)
73: R59 Net Sales - Summary of Contract Balances from HTML 41K
Contracts with Customers (Parenthetical) (Details)
74: R60 Restructuring, Asset-Related, and Other Charges, HTML 39K
Net (Charges) (Details)
75: R61 Restructuring, Asset-Related, and Other Charges, HTML 47K
Net (Segment Earnings) (Details)
76: R62 Restructuring, Asset-Related, and Other Charges, HTML 89K
Net (Narrative) (Details)
77: R63 Restructuring, Asset-Related, and Other Charges, HTML 55K
Net (Restructuring Program Schedule) (Details)
78: R64 Other Income,Net (Components of Other Income) HTML 43K
(Details)
79: R65 Other Income,Net (Components of Other Income) HTML 41K
(Parenthetical) (Details)
80: R66 Income Taxes (Narrative) (Details) HTML 47K
81: R67 Earnings Per Share of Common Stock (Earnings per HTML 52K
Share Calculation) (Details)
82: R68 Earnings Per Share of Common Stock (Anti-dilutive HTML 34K
Shares Excluded from Computation of Earnings per
Share) (Details)
83: R69 Accounts and Notes Receivable, Net (Schedule of HTML 43K
Accounts and Notes Receivable) (Details)
84: R70 Accounts and Notes Receivable, Net (Schedule of HTML 40K
Accounts and Notes Receivable) (Parenthetical)
(Details)
85: R71 Accounts and Notes Receivable, Net (Narrative) HTML 35K
(Details)
86: R72 Inventories (Details) HTML 49K
87: R73 Property, Plant, and Equipment, Net (Details) HTML 52K
88: R74 Property, Plant, and Equipment, Net (Narrative) HTML 38K
(Details)
89: R75 Other Assets (Details) HTML 53K
90: R76 Accounts Payable (Details) HTML 41K
91: R77 Accounts Payable (Parenthetical) (Details) HTML 40K
92: R78 Other Accrued Liabilities (Details) HTML 64K
93: R79 Debt (Components of Debt) (Details) HTML 74K
94: R80 Debt (Senior Secured Credit Facilities) (Details) HTML 53K
95: R81 Debt (Build-to-suit Lease Obligation) (Details) HTML 36K
96: R82 Debt (Maturities and Fair Value) (Details) HTML 60K
97: R83 Other Liabilities (Details) HTML 52K
98: R84 Other Liabilities (Parenthetical) (Details) HTML 33K
99: R85 Commitments and Contingent Liabilities HTML 124K
(Litigation) (Narrative) (Details)
100: R86 Commitments and Contingent Liabilities HTML 47K
(Environmental) (Narrative) (Details)
101: R87 Equity (Narrative) (Details) HTML 63K
102: R88 Financial Instruments (Narrative) (Details) HTML 48K
103: R89 Financial Instruments (Schedule of the Fair Value HTML 48K
of Derivative Instruments) (Details)
104: R90 Long-term Employee Benefits (Schedule of Net HTML 58K
Periodic Pension Income and Amounts Recognized in
Other Comprehensive Income (Loss) (Details)
105: R91 Long-term Employee Benefits (Narrative) (Details) HTML 38K
106: R92 Stock-based Compensation (Narrative) (Details) HTML 89K
107: R93 Stock-based Compensation (Stock Option Weighted HTML 45K
Average Assumptions) (Details)
108: R94 Segment Information (Schedule of Segment HTML 51K
Information) (Details)
109: R95 Segment Information - (Reconciliation of EBITDA HTML 63K
from Segments to Consolidated Net Income Before
Income Taxes) (Details)
110: R96 Subsequent Events (Details) HTML 154K
111: R97 Guarantor Condensed Consolidating Financial HTML 112K
Information (Condensed Consolidating Statements of
Comprehensive Income) (Details)
112: R98 Guarantor Condensed Consolidating Financial HTML 176K
Information (Condensed Consolidating Balance
Sheets) (Details)
113: R99 Guarantor Condensed Consolidating Financial HTML 114K
Information (Condensed Consolidating Statements of
Cash Flows) (Details)
115: XML IDEA XML File -- Filing Summary XML 224K
114: EXCEL IDEA Workbook of Financial Reports XLSX 122K
9: EX-101.INS XBRL Instance -- cc-20180331 XML 6.07M
11: EX-101.CAL XBRL Calculations -- cc-20180331_cal XML 249K
12: EX-101.DEF XBRL Definitions -- cc-20180331_def XML 877K
13: EX-101.LAB XBRL Labels -- cc-20180331_lab XML 1.47M
14: EX-101.PRE XBRL Presentations -- cc-20180331_pre XML 1.34M
10: EX-101.SCH XBRL Schema -- cc-20180331 XSD 254K
116: ZIP XBRL Zipped Folder -- 0001564590-18-010990-xbrl Zip 265K
Exhibit 10.3
AWARD TERMS OF DEFERRED STOCK UNITS
GRANTED TO A NONEMPLOYEE DIRECTOR
UNDER THE CHEMOURS COMPANY EQUITY AND INCENTIVE PLAN
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Introduction |
You have been granted vested Deferred Stock Units (the “Award”) under The Chemours Company Equity and Incentive Plan (the “Equity and Incentive Plan”) in accordance with your Annual Deferral Election Form (the “Deferral Election Form”) under The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Deferred Compensation Plan” and, together with the Equity and Incentive Plan, the “Plans”). The Award is subject to these Award Terms and the terms of the Plans and your Deferral Election Form, which are hereby incorporated by reference. For purposes of the Equity and Incentive Plan, the Award shall be considered an “Other Stock-Based Award.” To the extent that an Award Term conflicts with the Plans, the Plans shall govern. Unless otherwise defined herein, the terms defined in the Equity and Incentive Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Deferred Compensation Plan and your Deferral Election Form are available upon request. A copy of the Equity and Incentive Plan, and related materials, such as the Equity and Incentive Plan prospectus, are available upon request or on the Merrill Lynch website at: |
Date of Grant[ ] (“Date of Grant”)
Type of AwardDeferred Stock Units
Number of Deferred
Stock Units Awarded[ ]
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Dividend Equivalents |
Dividends payable on the shares of Stock represented by your Deferred Stock Units (including whole and fractional Deferred Stock Units) will be allocated to your account in the form of additional Deferred Stock Units (whole and fractional) based upon the closing Stock price on the date of the dividend payment. Any such additional Deferred Stock Units will be subject to the same terms and conditions as the Deferred Stock Units to which they relate. |
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Vesting |
The Award is 100% vested. |
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Shareholder Rights |
Deferred Stock Units are not shares of Stock. They represent an unfunded and unsecured right to receive shares of Stock upon settlement. Until the Deferred Stock Units are settled, you will not have any voting rights, the right to receive dividends (but you will have the right to receive additional Deferred Stock Units to the extent dividends are paid, as described above) or other rights of a shareholder. |
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paid in cash) on the distribution date or event you elected in your Deferral Election Form, or if earlier, as soon as practicable after your death. The value of any fractional Deferred Stock Unit will be based on the closing price of a share of Stock on the Deferred Stock Unit settlement date. |
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Taxes |
The Deferred Stock Units are subject to various taxes upon settlement. For U.S. residents, the Company is not required nor does it withhold taxes relating to the Deferred Stock Units; however, the Company will report proceeds on a Form 1099-MISC. You are encouraged to consult a tax professional on more specifics. |
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Severability |
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
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Waiver |
You acknowledge 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. |
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Appendix |
Notwithstanding any provisions in these Award Terms, the Deferred Stock Units shall be subject to the additional terms and conditions set forth in Appendix A to this Agreement and to any special terms and provisions as set forth in Appendix B for your country, if any. Moreover, if you relocate to one of the countries included in Appendix B, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A and B constitute part of these Award Terms. |
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Imposition of Other |
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Requirements |
The Company reserves the right to impose other requirements on your participation in Plans, on the Deferred Stock Units and on any shares of Stock issued under the Equity and Incentive Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
ADDITIONAL TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the Deferred Stock Units. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Award Terms or the Equity and Incentive Plan.
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Data Privacy |
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Deferred Stock Unit grant materials by and among the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plans. |
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You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Deferred Stock Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plans (“Data”). |
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You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plans. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Corporate Secretary. You authorize the Company, its Subsidiaries and Affiliates, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plans to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plans. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plans. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status or service and career with the Company will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Deferred Stock Units or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plans. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact the Company’s Corporate Secretary. |
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By participating in the Plans, you acknowledge, understand and agree that: |
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(a)the Plans are established voluntarily by the Company, they are discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plans; (b) the grant of the Deferred Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Deferred Stock Units, even if Deferred Stock Units have been granted in the past; (c) all decisions with respect to future grants of Deferred Stock Units, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the Plans; (e) the Deferred Stock Units are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, the Deferred Stock Units and the shares of Stock subject to the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the Deferred Stock Units and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (i) for purposes of the Deferred Stock Units, your service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you reside or provide services, and the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Deferred Stock Units (including whether you may still be considered to be providing services while on an approved leave of absence); (j) unless otherwise provided in the Plans or by the Company in its discretion, the Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (k) neither the Company, nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Deferred Stock Units or of any amount due to you pursuant to the settlement of the Deferred Stock Units or the subsequent sale of any shares of Stock acquired upon settlement. |
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No Advice Regarding Grant |
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plans before taking any action related to the Plans. |
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Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Deferred Stock Units or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. |
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Language |
If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
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Electronic Delivery and Acceptance |
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plans by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plans through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
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Insider Trading/Market Abuse Laws |
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Deferred Stock Units) under the Plans during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter. |
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Foreign Asset/ Account Reporting Requirements |
Your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock under the Plans or cash received from participating in the Plans (including from any sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plans to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should consult your personal legal advisor for any details. |
COUNTRY-SPECIFIC TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the Deferred Stock Units granted to you under the Plans if you reside in one of the countries listed herein. These terms and conditions are in addition to, or if so indicated, in place of the terms and conditions set forth in the Award Terms or Appendix A.
You should be aware that local exchange control laws may apply to you as a result of your participation in the Plans. By accepting the Deferred Stock Units, you agree to comply with applicable exchange control laws associated with your participation in the Plans. If you have any questions regarding your responsibilities in this regard, you agree to seek advice from your personal legal advisor, at your own cost, and further agree that neither the Company nor any Subsidiary or Affiliate will be liable for any fines or penalties resulting from your failure to comply with applicable laws.
If you are a citizen or resident of a country other than the one in which you are currently working or are considered a resident of another country for local law purposes, the terms and conditions contained herein may not be applicable to you, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.
CANADA
Deferred Stock Units Settled in Shares Only. Notwithstanding any discretion contained in Section 6(b)(iii) of the Equity and Incentive Plan, or any provision in this Agreement to the contrary, Deferred Stock Units granted to you in Canada will be settled in shares of Stock only.
Securities Law Information. You are permitted to sell shares of Stock acquired under the Award through a broker acceptable to the Company, provided the resale of shares of Stock acquired under the Award takes place outside of Canada through the facilities of a stock exchange on which the shares of Stock are listed. The shares of Stock are currently listed on the New York Stock Exchange.
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/4/18 | 3, 4, 8-K | ||
| For Period end: | 3/31/18 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Chemours Co. 10-K 12/31/23 200:50M Donnelley … Solutions/FA 2/10/23 Chemours Co. 10-K 12/31/22 185:39M Donnelley … Solutions/FA 2/11/22 Chemours Co. 10-K 12/31/21 185:36M ActiveDisclosure/FA 2/12/21 Chemours Co. 10-K 12/31/20 182:38M ActiveDisclosure/FA |