Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K 10-K Dated February 19, 2019 HTML 1.57M
2: EX-10.1 Exhibit 10.1 Form of Separation Agreement and HTML 101K
Release
3: EX-10.22 Exhibit 10.22 Form of Restricted Stock Unit Award HTML 83K
Agreement
4: EX-10.23 Exhibit 10.23 Form of Stock Option Award Agreement HTML 78K
5: EX-10.24 Exhibit 10.24 Form of Performance Share Unit Award HTML 84K Agreement
6: EX-21.1 Exhibit 21.1 2018 Subsidiaries Listing HTML 60K
7: EX-23.1 Exhibit 23.1 2018 Consent of Independent HTML 36K
Registered Public Accounting Firm
8: EX-31.1 Exhibit 31.1 2018 CEO Certificiation HTML 44K
9: EX-31.2 Exhibit 31.2 2018 CFO Certification HTML 44K
10: EX-32.1 Exhibit 32.1 2018 CEO & CFO 906 Certifications HTML 38K
17: R1 Document and Entity Information Document HTML 65K
18: R2 Consolidated Statements of Comprehensive Income HTML 125K
19: R3 Consolidated Balance Sheets HTML 134K
20: R4 Consolidated Statements of Equity HTML 93K
21: R5 Consolidated Statements of Cash Flows HTML 155K
22: R6 Description of Company HTML 40K
23: R7 Summary of Significant Accounting Policies HTML 118K
24: R8 Inventories HTML 48K
25: R9 Property, Plant and Equipment HTML 56K
26: R10 Goodwill HTML 71K
27: R11 Intangible Assets HTML 80K
28: R12 Acquisitions HTML 85K
29: R13 Divestitures HTML 41K
30: R14 Debt and Credit Facilities HTML 79K
31: R15 Financial Instruments HTML 95K
32: R16 Pensions and Postretirement Benefits Other Than HTML 440K
Pensions
33: R17 Fair Value Measurements HTML 130K
34: R18 Equity HTML 80K
35: R19 Share-Based Compensation HTML 226K
36: R20 Restructuring Activities HTML 53K
37: R21 Other, Net HTML 60K
38: R22 Income Taxes HTML 202K
39: R23 Earnings Per Share (Eps) HTML 49K
40: R24 Net Revenues HTML 92K
41: R25 Commitments and Contingencies HTML 69K
42: R26 Business Segment Information HTML 171K
43: R27 Subsequent Events HTML 40K
44: R28 Guarantor Financial Information HTML 659K
45: R29 Valuation and Qualifying Accounts HTML 51K
46: R30 Summary of Significant Accounting Policies HTML 170K
(Policy)
47: R31 Summary of Significant Accounting Policies HTML 63K
(Tables)
48: R32 Inventories (Tables) HTML 48K
49: R33 Property, Plant and Equipment (Tables) HTML 58K
50: R34 Goodwill (Tables) HTML 71K
51: R35 Intangible Assets (Tables) HTML 75K
52: R36 Acquisitions (Tables) HTML 67K
53: R37 Debt and Credit Facilities (Tables) HTML 62K
54: R38 Financial Instruments (Tables) HTML 86K
55: R39 Pensions and Postretirement Benefits Other than HTML 428K
Pensions (Tables)
56: R40 Fair Value Measurements (Tables) HTML 119K
57: R41 Equity (Tables) HTML 76K
58: R42 Share-Based Compensation (Tables) HTML 227K
59: R43 Restructuring Activities (Tables) HTML 50K
60: R44 Other, Net (Tables) HTML 55K
61: R45 Income Taxes (Tables) HTML 196K
62: R46 Earnings Per Share (Eps) (Tables) HTML 48K
63: R47 Net Revenues (Tables) HTML 84K
64: R48 Commitments and Contingencies (Tables) HTML 56K
65: R49 Business Segment Information (Tables) HTML 175K
66: R50 Guarantor Financial Information Condensed HTML 233K
Statement of Comprehensive Income (Tables)
67: R51 Guarantor Financial Information Condensed Balance HTML 231K
Sheet (Tables)
68: R52 Guarantor Financial Information Condensed Cash HTML 264K
Flow Statement (Tables)
69: R53 Valuation and Qualifying Accounts (Tables) HTML 51K
70: R54 Summary of Significant Accounting Policies HTML 59K
(Narrative) (Details)
71: R55 Summary of Significant Accounting Policies HTML 45K
(Depreciation) (Details)
72: R56 Summary of Significant Accounting Policies HTML 43K
(Weighted-Average) (Details)
73: R57 Inventories (Schedule of Major Classes of HTML 46K
Inventory) (Details)
74: R58 Property, Plant and Equipment (Narrative) HTML 42K
(Details)
75: R59 Property, Plant and Equipment (Schedule of Major HTML 57K
Classes of Property, Plant and Equipment)
(Details)
76: R60 Goodwill (Details) HTML 63K
77: R61 Intangible Assets (Details) HTML 60K
78: R62 Intangible Assets Intangible Assets Narrative HTML 53K
(Details)
79: R63 Acquisitions (Details) HTML 110K
80: R64 Divestitures (Details) HTML 47K
81: R65 Debt and Credit Facilities (Narrative) (Details) HTML 136K
82: R66 Debt and Credit Facilities (Short-Term Borrowings HTML 39K
and Current Maturities of Long-Term Debt)
(Details)
83: R67 Debt and Credit Facilities (Long-Term Debt HTML 54K
Excluding Current Maturities) (Details)
84: R68 Debt and Credit Facilities (Long-Term Debt HTML 56K
Maturities and Repayment of Principle) (Details)
85: R69 Financial Instruments (Narrative) (Details) HTML 63K
86: R70 Financial Instruments Schedule of Fair Values of HTML 63K
Derivative Instruments (Details)
87: R71 Financial Instruments Schedule of Derivatives HTML 48K
Designated as Hedges Affecting Income Statement
and Accumulated Other Comprehensive Income
(Details)
88: R72 Pensions and Postretirement Benefits Other Than HTML 84K
Pensions (Narrative) (Details)
89: R73 Pensions and Postretirement Benefits Other Than HTML 163K
Pensions (Schedule of Company's Pension Plans)
(Details)
90: R74 Pensions and Postretirement Benefits Other Than HTML 63K
Pensions (Schedule of Pretax Amounts Recognized in
Accumulated Other Comprehensive Income or (Loss))
(Details)
91: R75 Pensions and Postretirement Benefits Other Than HTML 43K
Pensions (Schedule of Defined Benefit Plan
Weighted Average Assumptions) (Details)
92: R76 Pensions and Postretirement Benefits Other Than HTML 54K
Pensions (Schedule of Defined Benefit Plan Pension
Benefit Payments) (Details)
93: R77 Pensions and Postretirement Benefits Other Than HTML 63K
Pensions (Schedule of Net Periodic Benefit Cost)
(Details)
94: R78 Pensions and Postretirement Benefits Other Than HTML 47K
Pensions (Schedule of Weighted Average Assumptions
Net Periodic Pension Cost) (Details)
95: R79 Pensions and Postretirement Benefits Other Than HTML 115K
Pensions (Schedule of Fair Values of Company's
Pension Plan Assets) (Details)
96: R80 Fair Value Measurements (Details) HTML 76K
97: R81 Equity (Narrative) (Details) HTML 64K
98: R82 Equity (Reconciliation of Ordinary Shares) HTML 45K
(Details)
99: R83 Equity (Changes In Accumulated Other Comprehensive HTML 63K
Income (Loss) (Details)
100: R84 Share-Based Compensation (Narrative) (Details) HTML 53K
101: R85 Share-Based Compensation (Compensation Expenses) HTML 54K
(Details)
102: R86 Share-Based Compensation Share-Based Compensation HTML 48K
(Fair Value of Stock Options Assumptions)
(Details)
103: R87 Share-Based Compensation (Changes in Options HTML 74K
Outstanding Under the Plans) (Details)
104: R88 Share-Based Compensation (Information Concerning HTML 84K
Currently Outstanding and Exercisable Options)
(Details)
105: R89 Share-Based Compensation (RSU Activity During the HTML 59K
Year) (Details)
106: R90 Share-Based Compensation Share Based Compensation HTML 61K
(Performance Shares Rollforward) (Details)
107: R91 Restructuring Activities (Narrative) (Details) HTML 41K
108: R92 Restructuring Activities (Restructuring Reserve) HTML 48K
(Details)
109: R93 Other, Net (Narrative) (Details) HTML 47K
110: R94 Other, Net Table (Details) HTML 53K
111: R95 Income Taxes (Narrative) (Details) HTML 78K
112: R96 Income Taxes Schedule of Earnings (Loss) Before HTML 46K
Income Taxes (Details)
113: R97 Income Taxes (Schedule of Components of Provision HTML 49K
for Income Taxes) (Details)
114: R98 Income Taxes (Schedule of Reconciliation Between HTML 66K
Statutory and Effective Tax Rate) (Details)
115: R99 Income Taxes (Schedule of Deferred Tax Accounts) HTML 76K
(Details)
116: R100 Income Taxes (Operating Loss and Tax Credit HTML 51K
Carryforwards) (Details)
117: R101 Income Taxes (Valuation Allowance) (Details) HTML 49K
118: R102 Income Taxes (Unrecognized Tax Benefit) (Details) HTML 53K
119: R103 Earnings Per Share (Eps) (Details) HTML 47K
120: R104 Net Revenues (Details) HTML 52K
121: R105 Commitments and Contingencies (Narrative) HTML 65K
(Details)
122: R106 Commitments and Contingencies (Standard Product HTML 50K
Warranty Liability) (Details)
123: R107 Business Segment Information (Summary of HTML 87K
Operations by Reportable Segments) (Details)
124: R108 Business Segment Information (Schedule of Revenues HTML 41K
by Destination) (Details)
125: R109 Business Segment Information (Schedule of HTML 40K
Long-Lived Asset by Geographic Area) (Details)
126: R110 Business Segment Information Business Segment HTML 48K
Information (Schedule of Revenue by Product)
(Details)
127: R111 Subsequent Events (Details) HTML 42K
128: R112 Guarantor Financial Information (Condensed HTML 114K
Consolidating Statement of Comprehensive Income)
(Details)
129: R113 Guarantor Financial Information (Condensed HTML 172K
Consolidating Balance Sheet) (Details)
130: R114 Guarantor Financial Information (Condensed HTML 147K
Consolidating Statement of Cash Flows) (Details)
131: R115 Valuation and Qualifying Accounts (Details) HTML 46K
133: XML IDEA XML File -- Filing Summary XML 255K
132: EXCEL IDEA Workbook of Financial Reports XLSX 170K
11: EX-101.INS XBRL Instance -- alle-20181231 XML 7.46M
13: EX-101.CAL XBRL Calculations -- alle-20181231_cal XML 280K
14: EX-101.DEF XBRL Definitions -- alle-20181231_def XML 1.49M
15: EX-101.LAB XBRL Labels -- alle-20181231_lab XML 2.59M
16: EX-101.PRE XBRL Presentations -- alle-20181231_pre XML 1.86M
12: EX-101.SCH XBRL Schema -- alle-20181231 XSD 254K
134: ZIP XBRL Zipped Folder -- 0001579241-19-000006-xbrl Zip 492K
‘EX-10.24’ — Exhibit 10.24 Form of Performance Share Unit Award Agreement
Allegion plc (the “Company”) hereby grants to [insert name] (“Participant”) a performance stock unit award (the “PSUs”) pursuant to and subject to the terms and conditions set forth in the
Company’s Incentive Stock Plan of 2013 (the “Plan”), including the terms and conditions for Performance-Based Awards as set forth in Section 8(b) of the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Performance Stock Unit Award Agreement (“the Award Agreement”).
Each PSU that vests pursuant to the terms of this Award Agreement shall provide Participant with the right to receive one ordinary share of the Company (the “Share”) on the issuance date described in Section 6 below. The number of Shares subject to the PSUs, the performance and service vesting conditions applicable to such Shares, the date on which vested Shares shall become issuable and any further terms and conditions governing the PSUs shall be as set forth in this Award Agreement, including any
country-specific terms set forth in the attached Appendix B for Participant’s country.
1.
Number of Shares.
The number of Shares subject to the PSUs at target performance level is [insert number of Shares subject to PSUs at target]. The maximum number of Shares subject to the PSUs is [insert maximum number of Shares subject to PSUs] Shares, provided, however, that the actual number of Shares that become issuable pursuant to the PSUs shall be determined in accordance with the fulfillment of certain performance conditions
set forth in the attached Appendix A and the additional vesting requirements set forth in Section 5 below.
2.
Performance Period.
The performance period applicable to the PSUs is [insert performance period] (the “Performance Period”).
3.
Vesting.
Participant’s
right to receive Shares subject to the PSUs shall vest in accordance with the performance conditions set forth in the attached Appendix A and subject to the additional vesting requirements set forth in Section 5 below.
4.
Dividend Equivalents.
Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that (i) Participant shall have no right to receive the
Dividend Equivalents unless and until the associated PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated PSUs vest.
If
Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 6 below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any
associated Dividend Equivalents.
(b)Termination Due to Death or Disability
If Participant’s employment terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions at target level performance and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents.
(c)Termination Due to Retirement
If
Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), and unless Participant’s employment terminates for cause, as defined in Section 5(d) below, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 6 below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents.
(d)Termination Due to Any Other Reason
If
Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections 5 (a), (b) and (c) above or (ii) for cause in the circumstances specified in Section 5(c) above, all PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 5(d), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the
Company’s code of conduct, as in effect from time to time.
6.
Settlement.
On a date as soon as practicable following the end of the Performance Period, the Committee shall certify the extent to which the performance vesting conditions set forth in Appendix A have been met (the “Certification Date”). As soon as practicable thereafter, the Company shall cause to be issued to Participant Shares with respect to any PSUs that became vested on the Certification Date, provided that Participant was
employed
by the Company or an Affiliate on the Certification Date (unless otherwise provided in Sections 5(a), (b) or (c) above). Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Notwithstanding the foregoing, if the Participant’s employment terminates in the circumstances set forth in Section 5(b) above, then on or as soon as practicable after such termination of employment, the Company shall cause to be issued to Participant Shares with respect to any PSUs that became vested pursuant to such section. Shares issued pursuant to this Section
6 shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the PSUs unless and until such Shares have been issued to Participant.
7.
Change in Control.
In the event of a Change in Control, the treatment of the PSUs will be governed by the terms of the Plan.
8.
Responsibility
for Taxes.
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the
Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related
Items, the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any applicable taxable or tax withholding event, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a)
withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer,
(b)
withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) and/or
(c)
requiring Participant to tender a cash payment to the
Company or an Affiliate in the amount of the Tax-Related Items;
provided, however, that if Participant is a Section 16 officer of the Company under the Act, the withholding methods described in this Section 8(a), (b) and (c) will only be used if the Committee (as constituted to satisfy
Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares.
The
Company may withhold for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested portion of the PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
9.
Nature
of Grant.
In accepting the PSUs, Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be amended, altered or discontinued by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of performance stock units, or benefits in lieu of performance stock units, even
if performance stock units have been granted in the past;
(c)all decisions with respect to future performance stock unit grants, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the PSUs and the Shares subject to the PSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
(f)the PSUs and the Shares subject to the PSUs,
and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(g)unless otherwise agreed with the Company, the PSUs and the Shares subject to the PSUs, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate;
(h)the PSU grant and Participant’s participation in the Plan will not create a right
to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant's employment or service relationship (if any);
(i)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(j)no
claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any) or from cancellation of the PSUs or recoupment of any financial gain resulting from the PSUs as described in Section 16 below;
(k)for purposes of the PSUs, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively providing services to the
Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and, unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the PSUs under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event (or other termination described in Section 5(a) above), Retirement or termination due to death or disability, and will not be extended by any notice period (e.g., Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the
jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the PSUs (including whether Participant may still be considered to be providing services while on a leave of absence);
(l)unless otherwise provided in the Plan or by the Company, in its discretion, the PSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the PSUs 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; and
(m)neither
the Company, nor the Employer nor any Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.
10.
No Advice Regarding Grant.
The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or his or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.
11.
Data Privacy.
(a)Data Collection and Usage. The Company
and the Employer may collect, process and use certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all PSUs granted under the Plan or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The Company, with its registered address at Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland, acts as the data controller in respect of such Data.
For
Participants in the European Union / European Economic Area, the legal basis for the processing of Data is that it is necessary for the performance of the Company's contractual obligation to deliver Shares (if the conditions of the Plan and the Award Agreement are satisfied) and, generally, to manage and administer Participant's participation in the Plan.
For Participants outside of the European Union / European Economic Area, the legal basis for the processing of Data is Participant’s consent.
(b)Stock Plan Administration Service Providers. The Company transfers Data to UBS, Broadridge Output Solutions, Inc., Cognizant Worldwide Limited, DG3, HCL Technologies Limited,
Iron Mountain, Solium Capital, Taylor Communications, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. Participant may be asked to acknowledge or (where applicable) agree to separate terms and data processing practices with the service provider, with such agreement (where applicable) being a condition to the ability to participate in the Plan.
(c)International Data Transfers. The Company and its
service providers are based in the United States. Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent a company registers for the EU-U.S. Privacy Shield program.
For Participants in the European Union / European Economic Area, the legal basis for the transfer of Data is that it is necessary for the performance of the Company's contractual obligation to deliver Shares (if the conditions of the Plan and the Award Agreement are satisfied) and, generally, to manage and administer Participant's participation in the Plan.
For Participants outside of the European Union / European Economic Area, the legal
basis for the transfer of Data is Participant’s consent.
(d)Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.
(e)Data Subject Rights. Participant may have a number of rights under the data privacy laws in his or her jurisdiction. Depending on where Participant is based, such rights may include the right to (i) request access or copies of Data the
Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, Participant understands that he or she can contact Dataprivacy@Allegion.com.
(f)Declaration of Consent (for Participants outside of the European Union / European Economic Area Only). By accepting this award of PSUs and indicating consent via the Company’s
online acceptance procedure, Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned herein, including recipients located in countries which may not have a similar level of protection from the perspective of the data protection laws in Participant’s country.
Participation in the Plan is voluntary and Participant is providing the consents described herein on a purely voluntary
basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant PSUs under the Plan to Participant or administer or maintain Participant’s participation in the Plan.
12.
Electronic Delivery and Participation.
The Company
may, in its sole discretion, decide to deliver any documents related to participation in the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. 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.
13.
Insider Trading/Market Abuse Laws.
Participant
may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and Participant’s country of residence, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares (e.g., PSUs) or rights linked to the value of Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s 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.
14.
Country-Specific
Terms and Conditions.
Notwithstanding any provisions in this Award Agreement, the PSUs and the Shares subject to the PSUs shall be subject to any special terms and conditions for Participant’s country set forth in the attached Appendix B. Moreover, if Participant relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix B constitutes part of this Award Agreement.
15.
Imposition
of Other Requirements.
This grant is subject to, and limited by, all applicable laws and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Participant agrees that the Company shall have unilateral authority to amend the Plan and this Award Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of Shares. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
16.
Recoupment Provision.
In the event that Participant commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee may direct the Company to (i) cancel any outstanding
portion of the PSUs and (ii) recover all or a portion of the financial gain realized by Participant
through the PSUs. Further, Participant agrees that the PSUs and any financial gain realized by Participant through the PSUs shall be subject to forfeiture and/or repayment to the Company to the extent required to comply with any applicable laws or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010.
17.
Choice of Law and Venue.
The PSU grant and the provisions of this Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to such state’s conflict of laws or provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware and agree that such litigation shall be conducted in the courts of New Castle County, Delaware, or the federal courts for the United States for the District of Delaware, where this grant is
made and/or to be performed.
18.
Severability.
The provisions of this Award 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.
19.
Language.
Participant acknowledges and represents that he or she
is proficient in the English language or has consulted with an advisor who is sufficiently proficient in English, as to allow Participant to understand the terms of this Award Agreement and any other documents related to the Plan. If Participant has received this Award Agreement or any other document related to the Plan 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.
20.
Waiver.
Participant acknowledges that a waiver by the Company of breach
of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Participant or any other participant in the Plan.
21.
Acknowledgement of Availability of Plan Prospectus.
Participant acknowledges that he or she has been provided with access to a copy of the Plan prospectus and Plan document, links to both of which are available below:
[EMBED LINK TO PLAN PROSPECTUS] [EMBED LINK TO PLAN DOCUMENT]
Paper copies of the Plan prospectus and Plan document are
also available upon request from the Company’s stock administration department, at the contact information provided on the cover page of the Plan prospectus.
22.
Acknowledgement & Acceptance within 120 Days.
This grant is subject to acceptance, within 120 days of the Grant Date, by electronic acceptance
through the website of UBS, the Company’s stock plan administrator. Failure to accept the PSUs within 120 days of the Grant Date may result in cancellation of the PSUs.