SEC Info - Blucora, Inc. - ‘10-Q’ for 3/31/16

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Blucora, Inc. – ‘10-Q’ for 3/31/16 – ‘EX-10.3’

On: Thursday, 4/28/16, at 6:35am ET · For: 3/31/16 · Accession #: 1068875-16-212 · File #: 0-25131

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/28/16  Blucora, Inc.                     10-Q        3/31/16   75:6.6M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    537K 
 2: EX-10.3     Material Contract                                   HTML     40K 
 3: EX-10.4     Material Contract                                   HTML     40K 
 4: EX-10.5     Material Contract                                   HTML     38K 
 5: EX-10.6     Material Contract                                   HTML     37K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
16: R1          Document and Entity Information                     HTML     43K 
17: R2          Unaudited Condensed Consolidated Balance Sheets     HTML    140K 
18: R3          Unaudited Condensed Consolidated Balance Sheets     HTML     31K 
                (Parenthetical)                                                  
19: R4          Unaudited Condensed Consolidated Statements of      HTML    133K 
                Comprehensive Income                                             
20: R5          Unaudited Condensed Consolidated Statements of      HTML    149K 
                Cash Flows                                                       
21: R6          The Company and Basis of Presentation               HTML     37K 
22: R7          Summary of Significant Accounting Policies          HTML     55K 
23: R8          Business Combinations                               HTML     60K 
24: R9          Discontinued Operations                             HTML     82K 
25: R10         Goodwill and Other Intangible Assets                HTML    118K 
26: R11         Fair Value Measurements                             HTML    113K 
27: R12         Debt                                                HTML     96K 
28: R13         Redeemable Noncontrolling Interests                 HTML     29K 
29: R14         Commitments and Contingencies                       HTML     31K 
30: R15         Stockholders' Equity                                HTML     54K 
31: R16         Segment Information                                 HTML     51K 
32: R17         Net Income Per Share                                HTML     57K 
33: R18         The Company and Basis of Presentation (Policies)    HTML     41K 
34: R19         Summary of Significant Accounting Policies          HTML     82K 
                (Policies)                                                       
35: R20         Business Combinations (Tables)                      HTML     44K 
36: R21         Discontinued Operations (Tables)                    HTML     82K 
37: R22         Goodwill and Other Intangible Assets (Tables)       HTML    119K 
38: R23         Fair Value Measurements (Tables)                    HTML    115K 
39: R24         Debt (Tables)                                       HTML     67K 
40: R25         Redeemable Noncontrolling Interests (Tables)        HTML     27K 
41: R26         Stockholders' Equity (Tables)                       HTML     48K 
42: R27         Segment Information (Tables)                        HTML     44K 
43: R28         Net Income Per Share (Tables)                       HTML     52K 
44: R29         The Company and Basis of Presentation - Additional  HTML     24K 
                Information (Detail)                                             
45: R30         Business Combinations - Narrative (Details)         HTML     62K 
46: R31         Business Combinations Assets and Liabilities        HTML     79K 
                Acquired (Details)                                               
47: R32         Business Combinations Pro Forma Information         HTML     27K 
                (Details)                                                        
48: R33         Business Combinations - SimpleTax (Detail)          HTML     41K 
49: R34         Discontinued Operations - Income Statement and      HTML    102K 
                Balance Sheet (Details)                                          
50: R35         Discontinued Operations - Business Exit Costs       HTML     37K 
                (Details)                                                        
51: R36         Discontinued Operations - Debt (Details)            HTML     27K 
52: R37         Discontinued Operations - Monoprice (Details)       HTML     66K 
53: R38         Goodwill and Other Intangible Assets - Summary of   HTML     35K 
                Goodwill Activity (Detail)                                       
54: R39         Goodwill and Other Intangible Assets - Intangible   HTML     56K 
                Assets Other than Goodwill (Detail)                              
55: R40         Goodwill and Other Intangible Assets - Summary of   HTML     28K 
                Amortized Expense (Detail)                                       
56: R41         Goodwill and Other Intangible Assets - Information  HTML     45K 
                about Expected Amortization of Definite-Lived                    
                Intangible Assets (Detail)                                       
57: R42         Goodwill and Other Intangible Assets - Additional   HTML     34K 
                Information (Detail)                                             
58: R43         Fair Value Measurements - Schedule of Fair Value    HTML     78K 
                Hierarchy of Financial Assets Carried at Fair                    
                Value and Measured on Recurring Basis (Detail)                   
59: R44         Fair Value Measurements - Reconciliation of Fair    HTML     46K 
                Value Measured on Recurring Basis (Details)                      
60: R45         Fair Value Measurements - Investments Classified    HTML     32K 
                as Available-for-Sale (Detail)                                   
61: R46         Debt - Schedule of Company's Debt (Detail)          HTML     41K 
62: R47         Debt TaxAct- HD Vest 2015 credit facility           HTML     68K 
                (Details)                                                        
63: R48         Debt - Convertible Senior Notes - Additional        HTML     73K 
                Information (Detail)                                             
64: R49         Debt - Schedule of Total Interest Expense on        HTML     42K 
                Convertible Senior Notes (Detail)                                
65: R50         Debt - Related Party (Details)                      HTML     35K 
66: R51         Debt - Phantom (Details)                            HTML     32K 
67: R52         Redeemable Noncontrolling Interests (Details)       HTML     30K 
68: R53         Stockholders' Equity - Stock-Based Compensation     HTML     42K 
                Expense (Detail)                                                 
69: R54         Stockholders' Equity - Shares Issued under Share    HTML     39K 
                Based Compensation (Detail)                                      
70: R55         Stockholders' Equity - Additional Information       HTML     34K 
                (Detail)                                                         
71: R56         Segment Information - Information on Reportable     HTML     58K 
                Segments for Reconciliation to Consolidated Net                  
                Income (Detail)                                                  
72: R57         Net Income Per Share - Summary of Dilutive Effect   HTML     76K 
                for Awards with Exercise Price Less than Average                 
                Stock Price (Detail)                                             
74: XML         IDEA XML File -- Filing Summary                      XML    125K 
73: EXCEL       IDEA Workbook of Financial Reports                  XLSX     79K 
10: EX-101.INS  XBRL Instance -- bcor-20160331                       XML   1.72M 
12: EX-101.CAL  XBRL Calculations -- bcor-20160331_cal               XML    244K 
13: EX-101.DEF  XBRL Definitions -- bcor-20160331_def                XML    533K 
14: EX-101.LAB  XBRL Labels -- bcor-20160331_lab                     XML   1.41M 
15: EX-101.PRE  XBRL Presentations -- bcor-20160331_pre              XML    897K 
11: EX-101.SCH  XBRL Schema -- bcor-20160331                         XSD    137K 
75: ZIP         XBRL Zipped Folder -- 0001068875-16-000212-xbrl      Zip    202K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

BLUCORA, INC.
2015 INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT NOTICE

(Nonemployee Director)

TO: _____________________ (“Optionee”)

We are pleased to inform you that you have been granted a stock option (the “Option”) to purchase shares of the Common Stock (the “Shares”) of Blucora, Inc. (the “Company”) under the Company’s 2015 Incentive Plan (the “2015 Plan”) and in accordance with the terms of the Nonemployee Director Compensation Program (the “Program”).

The Option is subject to all the terms and conditions set forth in this Nonqualified Stock Option Grant Notice (the "Notice of Grant") and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), the Program and the 2015 Plan, which are incorporated by reference into this Notice of Grant. Capitalized terms that are not defined in the Notice of Grant and the Agreement have the meanings given to them in the Plan.

Grant Date:

Number of Option Shares:

Exercise Price Per Share: $


Option Expiration Date:	[seven-year anniversary of Grant Date]

Type of Option: Nonqualified Stock Option

Vesting and Exercisability Schedule: The Option shall vest in full (100%) on the earlier to occur of the one-year anniversary of the Grant Date and the date of the next annual meeting of the Company’s stockholders.

Additional Terms/Acknowledgment: You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the 2015 Plan and the Option.

By your signature below, you agree that the Notice of Grant, the Agreement and the 2015 Plan constitute your entire agreement with respect to the Option and may not be modified adversely to your interest except by means of a writing signed by the Company and you.



BLUCORA, INC. By: Its:		OPTIONEE Signature
		Date:
Attachments: 1. Stock Option Agreement 2. 2015 Incentive Plan		Address: Taxpayer ID:

EXHIBIT A

BLUCORA, INC.
2015 INCENTIVE PLAN

STOCK OPTION AGREEMENT

1.Grant. The Company hereby grants to the Optionee listed on the Notice of Grant (the “Optionee”) an Option to purchase the number of Shares and at the exercise price as set forth in the Notice of Grant and subject to the terms and conditions in this Stock Option Agreement (this “Agreement”) and the 2015 Plan. Unless otherwise defined herein, the terms defined in the 2015 Plan shall have the same defined meanings in this Agreement.

2. Company’s Obligation. Unless and until the Option vests and is exercised, the Optionee will have no right to receive Shares under the Option. Prior to actual distribution of Shares pursuant to any vested and exercised Option, such Option will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in the Notice of Grant. Any portion of the Option that is vested may be exercised at any time during the period prior to the date the Option terminates. No partial exercise of the Option may be for less than five percent (5%) of the total number of Option Shares then available under the Option. In no event shall the Company be required to issue fractional shares.

4. Termination of Option. The unvested portion of the Option will terminate automatically and without further notice immediately upon termination (voluntary or involuntary) of your service as a director of the Company. The vested portion of the Option will terminate automatically and without further notice on the earliest of the dates set forth below:

a. three months after termination of your service as a director of the Company for any reason other than Disability or death;

b. one year after termination of your service as a director of the Company by reason of Disability or death. If you die after termination of your service as a director but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date;

c. immediately upon notification to you of termination of your service as a director of the Company for Cause, unless the Board determines otherwise; or

d. the Option Expiration Date.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE ON WHICH YOUR OPTION TERMINATES.

5. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing.

6. Form of Payment. You may pay the Option exercise price, in whole or in part, (a) in cash, (b) by wire transfer or check acceptable to the Company, (c) unless the Plan Administrator determines otherwise and so long as the Common Stock is registered under the Exchange Act and to the extent permitted by law, by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price, (d) if permitted by the Plan Administrator, by having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option or by your tendering already owned shares of Common Stock, or (e) such other consideration as the Plan Administrator may permit.

7. Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The 2015 Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form. Notwithstanding the foregoing, the Plan Administrator, in its sole discretion, may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Plan Administrator. The 2015 Plan provides for exercise of the Option by the personal representative of your estate or the beneficiary thereof following your death.

8. Regulatory Restrictions on Issuance of Shares. Notwithstanding the other provisions of this Agreement, if at any time the Company will determine, 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 authority is necessary or desirable as a condition to the issuance of Shares to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

9. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

10. No Stockholder Rights. Neither you nor any person entitled to exercise your rights in the event of his or her death shall have any of the rights of a stockholder with respect to the Shares subject to the Option unless and until the date of issuance under the 2015 Plan of any such Shares upon the exercise of the Option.

11. Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by interoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time.

12. Plan Administrator Decisions Conclusive and Binding. All decisions of the Plan Administrator upon any questions arising under the 2015 Plan or under this Agreement shall be conclusive and binding.

13. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of Disability or death) of your Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

14. Section 409A. The Option is intended to be exempt from the requirements of Section 409A or to satisfy those requirements, and shall be construed accordingly.

15. Recovery of Compensation. In accordance with Section 18.12 of the 2015 Plan, the Award is 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, (iii) any compensation recovery or clawback policies adopted by the Company to implement any such requirements, and (iv) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined by the Committee in its discretion to be applicable to you.

16. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws of the State of Delaware, without reference to any choice-of-law rules.

28096-1005/LEGAL126392602.2

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	4/28/16	8-K
For Period end:	3/31/16	4
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Avantax, Inc.                     10-K       12/31/22  110:12M
 1/27/23  Avantax, Inc.                     SC TO-I                9:712K Avantax, Inc.                     Quality EDGAR So… LLC/FA
 2/25/22  Avantax, Inc.                     10-K       12/31/21  102:11M
 2/26/21  Avantax, Inc.                     10-K       12/31/20  107:13M

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Filing Submission 0001068875-16-000212 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)