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As Of Filer Filing For·On·As Docs:Size 2/09/17 Illinois Tool Works Inc 8-K:8,9 2/08/17 5:286K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-99.1 Miscellaneous Exhibit HTML 54K 3: EX-99.2 Miscellaneous Exhibit HTML 37K 4: EX-99.3 Miscellaneous Exhibit HTML 54K 5: EX-99.4 Miscellaneous Exhibit HTML 45K
Document |
(a) | In the event of a stock dividend, stock split, reverse stock split, share combination, recapitalization, reclassification or similar event affecting the capital structure of the Company, appropriate adjustment will be made in the number of shares subject to this PSU. |
(b) | Except
as otherwise provided in this PSU agreement or the Plan, no portion of the PSU will vest prior to three years from [GRANT DATE] (the “Grant Date”). On [VESTING DATE] (the “Vesting Date”), this PSU shall vest to the extent the Compensation Committee has certified that the performance goals established for this PSU have been met. Upon vesting, subject to paragraph (g) below, you will receive one share of Common Stock of the Company for each share subject to this PSU according to the level of achievement of the performance goals and payout scale established by the Compensation Committee for this grant. This PSU will be considered to be paid on the Vesting Date if the shares are issued within 60 days after the Vesting Date; provided, however, that the Compensation Committee has certified the level of achievement of the performance goals prior to the actual payment date. |
(c) | The
Company shall credit to a bookkeeping account maintained on your behalf an amount equal to any cash dividends you would have received, if the shares subject to this PSU had been shares of Common Stock between the Grant Date and the Vesting Date (“Dividend Equivalents”). The amount credited to the bookkeeping account shall be reinvested in additional PSUs which shall be paid to you upon vesting of the PSU. If dividends are paid in shares of Common Stock instead of cash, the bookkeeping account will be credited with one additional PSU for each share of Common Stock that you would have received as a dividend, had the shares subject to this PSU been shares of Common Stock between the Grant Date and the Vesting Date. All such additional PSUs shall vest or be forfeited at the same time as this PSU. Except as provided herein, you shall have no voting, dividend or subscription rights except with respect to the shares which have been issued to you following the
vesting of your PSUs. Your rights under this PSU agreement may not be assigned or transferred other than as permitted by the Plan. |
(d) | If, prior to the Vesting Date, your employment with the Company and its Subsidiaries and Affiliates (the “Company Group”) terminates by reason of death or Disability, this PSU grant shall vest on the Vesting Date to the full extent of the performance goal level of achievement certified by the Compensation Committee. For purposes of this PSU agreement, the term “Disability” shall have the meaning set forth in the Plan; provided that
if no such definition is contained in the Plan, the term “Disability” means permanent and total disability which is expected to prevent you from engaging in any substantial gainful activity for any prolonged period of time, as determined by the Company in its sole discretion. |
(e) | If you retire prior to the Vesting Date, your PSU will become pro-rata vested on the Vesting Date for the portion of the performance period that you were employed and based on the performance achievement level certified by the Compensation Committee. For purposes of this PSU agreement, retirement is defined as termination of employment with the
Company Group at such time as: (i) the combination of your age and years of service is 70 or more, and (ii) you have reached age 55 or more with 5 or more years of service. The vesting provisions in this paragraph (d) are subject to your execution of a restrictive covenant within 30 days after your retirement |
(f) | Except as provided in
paragraph (e), if your employment terminates for any reason other than death or Disability prior to the Vesting Date, you will forfeit your PSUs. |
(g) | Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this PSU grant, whether vested or unvested, to be immediately forfeited if you compete with the Company Group, engage in gross misconduct or conduct that is against the business interests of the Company Group, or you divulge confidential information about the
Company Group to other persons. |
(h) | The PSU is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan. Capitalized terms used but not otherwise defined in this PSU agreement shall have the meanings ascribed to them in the Plan. |
(i) | This PSU agreement and the provisions of the Plan are governed by, and subject to, the laws of the State of Illinois, United States of America, without regard to the conflict of law provisions. For purposes of litigating any dispute that arises under this grant
or the Plan, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Illinois, agree that such litigation shall be conducted in the courts of Cook County, Illinois, or the federal courts for the United States for the Northern District of Illinois, where this grant is made and/or to be performed. |
(j) | The PSUs granted hereunder are intended to be exempt from or compliant with Code Section 409A, and shall be interpreted, construed and operated to reflect this intent. |
(k) | You acknowledge that, regardless
of any action taken by the Company or, if different, your 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 your participation in the Plan and legally applicable to you or deemed by the Company or the Employer in its discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer as a result of your participation in the Plan (“Tax-Related Items”) is and remains your responsibility and may exceed the amount withheld (if any) by the Company or the Employer. You further
acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSU, including, but not limited to, the grant, vesting or settlement of the PSU, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge 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. |
(i) | withholding from your wages or other cash compensation paid
to you by the Company, its Affiliates or Subsidiaries and/or the Employer; or |
(ii) | withholding from proceeds of the sale of shares acquired upon settlement of the PSU either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or |
(iii) | withholding
in shares to be issued upon settlement of the PSU (notwithstanding the foregoing, if you are subject to the short-swing profit rules of Section 16(b) of the U.S. Securities Exchange Act of 1934, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items only by withholding in shares to be issued upon vesting/settlement of the PSU, unless such withholding method is not permissible under applicable law, in which case you may elect to satisfy the Tax-Related Items by one of the other methods identified above); or |
(iv) | any other method determined by the Company. |
(l) | The provisions of this PSU 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. |
(m) | The
PSUs are subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you. |
(n) | You are not permitted to purchase or sell options on the
Company’s common stock or engage in short sales of the Company’s common stock. In addition, if you are an executive officer or director, you acknowledge that you are not permitted to engage in trading puts, calls, straddles, equity swaps or other derivative securities that are directly linked to the Company’s common stock and are subject to any Company policies regarding stock trading, hedging and pledging Company common stock or other Company equity securities. For purposes of this paragraph, an “executive officer” means any officer classified by the Company as a reporting person under Section 16 of the U.S. Securities Exchange Act of 1934. |
(o) | The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic |
(p) | The
Company reserves the right to impose other requirements on your 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 you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
(q) | Notwithstanding any provisions in this PSU agreement, the PSU shall be subject to the general terms and conditions set forth in Appendix A for Participants who reside outside the United States, as well as to any country-specific terms and conditions set forth in Appendix B for Participants who reside
in any of the countries included in Appendix B. If you relocate outside the United States or between countries included in Appendix B, the additional terms and conditions in Appendices A and B, as applicable, 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. Appendices A and B constitute part of this PSU agreement. |
(i) | the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; |
(ii) | the grant of the PSU is exceptional, discretionary, voluntary and occasional and does not create any contractual
or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past; |
(iii) | all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company; |
(iv) | your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment or service relationship (if any)
at any time; |
(v) | you are voluntarily participating in the Plan; |
(vi) | the PSU and the shares subject to the PSU, and the income from and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Employer, and are outside the scope of your employment or service contract, if any; |
(vii) | the
PSU and the shares subject to the PSU, and the income from and value of same, are not intended to replace any pension rights or compensation; |
(viii) | the PSU and the shares subject to the PSU, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments; |
(ix) | unless
otherwise agreed with the Company, the PSU and the shares subject to the PSU, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate; |
(x) | the PSU grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary or Affiliate; |
(xi) | the
future value of the underlying shares is unknown, indeterminable and cannot be predicted with certainty; |
(xii) | no claim or entitlement to compensation or damages shall arise from forfeiture of the PSU resulting from termination of your employment or other service relationship by the Company or the Employer (for any reason whatsoever, and whether or not in breach of local labor laws and whether or not later found to be invalid), and in consideration of the grant
of the PSU to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Employer and you irrevocably waive your ability, if any, to bring any such claim, and release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; |
(xiii) | unless
otherwise provided in the PSU agreement, in the event of termination of your employment or other service relationship (for any reason whatsoever, whether or not in breach of local labor laws and whether or not later found to be invalid), your right to vest in the PSU under the Plan, if any, will terminate effective as of the date that you are no longer actively employed or rendering services and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when you are no longer actively employed or rendering services for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence); and |
(xiv) | the
Company Group shall not be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the PSU or of any amounts due to you pursuant to the settlement of the PSU or the subsequent sale of any shares acquired upon settlement. |
(b) | 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. You should consult with your own personal tax, legal
and financial advisors regarding your participation in the Plan before taking any action related to the Plan. |
(c) | Data Privacy. You hereby voluntarily consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this PSU agreement and any other PSU grant materials by and among, as applicable, the Employer, the Company and its other Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. |
(d) | Language. If you have received this PSU 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. |
(e) | Retirement. Notwithstanding paragraph (e) of the PSU agreement, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in the favorable treatment applicable to the PSU pursuant to paragraph (e) being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of your
retirement, and the PSU will be treated as set forth in paragraph (f) of the PSU agreement. |
(f) | Waiver. You acknowledge that a waiver by the Company of a breach of any provision of this PSU agreement shall not operate or be construed as a waiver of any other provision of this PSU agreement, or of any subsequent breach by you or another Participant. |
(g) | Insider Trading/Market Abuse Laws. You acknowledge that you may be subject to insider trading restrictions
and/or market abuse laws in applicable jurisdictions, including the United States, which may affect your ability to acquire or sell shares or rights to shares (e.g., PSU) under the Plan during such times you are considered to have “inside information” (as defined in the laws of applicable jurisdictions) regarding the Company. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and should speak to your personal advisor on this matter. |
(h) | Foreign Asset/Account
Reporting; Exchange Controls. Your country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect your ability to acquire or hold shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares) 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 Plan to your country through a designated bank or broker and/or within a certain |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 Illinois Tool Works Inc. 10-K 12/31/23 109:13M 2/10/23 Illinois Tool Works Inc. 10-K 12/31/22 108:14M 2/11/22 Illinois Tool Works Inc. 10-K 12/31/21 107:14M 2/12/21 Illinois Tool Works Inc. 10-K 12/31/20 108:14M |