SEC Info - Foster L B Co - ‘10-Q’ for 3/31/20

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Foster L B Co – ‘10-Q’ for 3/31/20 – ‘EX-10.1’

On: Wednesday, 5/6/20, at 2:13pm ET · For: 3/31/20 · Accession #: 352825-20-16 · File #: 0-10436

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

 5/06/20  Foster L B Co                     10-Q        3/31/20   92:8.4M

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    779K 
 2: EX-10.1     Material Contract                                   HTML     49K 
 3: EX-10.2     Material Contract                                   HTML     50K 
 4: EX-10.3     Material Contract                                   HTML     73K 
 5: EX-10.4     Material Contract                                   HTML     28K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 8: EX-32.0     Certification -- §906 - SOA'02                      HTML     29K 
80: R1          Cover                                               HTML     79K 
33: R2          Condensed Consolidated Balance Sheets               HTML    116K 
23: R3          Condensed Consolidated Balance Sheets               HTML     37K 
                (Parenthetical)                                                  
55: R4          Condensed Consolidated Statements of Operations     HTML     68K 
82: R5          Condensed Consolidated Statements of Comprehensive  HTML     49K 
                Income                                                           
36: R6          Condensed Consolidated Statements of Comprehensive  HTML     29K 
                Income (Parenthetical)                                           
25: R7          Condensed Consolidated Statements of Cash Flows     HTML    116K 
53: R8          Condensed Consolidated Statements Of Stockholders'  HTML     62K 
                Equity                                                           
83: R9          Condensed Consolidated Statements Of Stockholders'  HTML     28K 
                Equity (Parentheticals)                                          
28: R10         Financial Statements                                HTML     34K 
38: R11         Business Segments                                   HTML     78K 
92: R12         Revenue                                             HTML     89K 
63: R13         Goodwill and Other Intangible Assets                HTML     97K 
27: R14         Accounts Receivable                                 HTML     31K 
37: R15         Inventory                                           HTML     41K 
91: R16         Property, Plant and Equipment                       HTML     45K 
62: R17         Leases                                              HTML    233K 
26: R18         Long-Term Debt and Related Manners                  HTML     49K 
39: R19         Fair Value Measurements                             HTML     77K 
73: R20         Earnings Per Common Share                           HTML     49K 
66: R21         Stock-Based Compensation                            HTML     52K 
15: R22         Retirement Plans                                    HTML     68K 
46: R23         Commitments and Contingent Liabilities              HTML     57K 
72: R24         Income Taxes                                        HTML     27K 
65: R25         Subsequent Events                                   HTML     28K 
14: R26         Financial Statements (Policies)                     HTML     44K 
45: R27         Business Segments (Tables)                          HTML     81K 
74: R28         Revenue (Tables)                                    HTML     82K 
64: R29         Goodwill and Other Intangible Assets (Tables)       HTML     99K 
59: R30         Inventory (Tables)                                  HTML     39K 
88: R31         Property, Plant and Equipment (Tables)              HTML     44K 
40: R32         Leases (Tables)                                     HTML    152K 
29: R33         Long-Term Debt (Tables)                             HTML     44K 
60: R34         Fair Value Measurements (Tables)                    HTML     70K 
89: R35         Earnings Per Common Share (Tables)                  HTML     49K 
42: R36         Stock-Based Compensation (Tables)                   HTML     46K 
30: R37         Retirement Plans (Tables)                           HTML     70K 
61: R38         Commitments and Contingent Liabilities (Tables)     HTML     52K 
87: R39         Business Segments - Narrative (Details)             HTML     26K 
69: R40         Business Segments - Reconciliation of Revenue from  HTML     36K 
                Segments to Consolidated (Details)                               
78: R41         Business Segments - Reconciliation of Operating     HTML     36K 
                Profit (Loss) from Segments to Consolidated                      
                (Details)                                                        
48: R42         Business Segments - Reconciliation of Assets from   HTML     37K 
                Segment to Consolidated (Details)                                
16: R43         Revenue - Narrative (Details)                       HTML     63K 
70: R44         Revenue - Disaggregation of Revenues (Details)      HTML     46K 
79: R45         Revenue - Timing of Transfer (Details)              HTML     44K 
49: R46         Goodwill and Other Intangible Assets - Schedule of  HTML     37K 
                Goodwill (Details)                                               
17: R47         Goodwill and Other Intangible Assets - Schedule of  HTML     55K 
                Intangible Asset (Details)                                       
71: R48         Goodwill and Other Intangible Assets - Narrative    HTML     37K 
                (Details)                                                        
77: R49         Goodwill and Other Intangible Assets - Schedule of  HTML     41K 
                Expected Amortization Expense (Details)                          
85: R50         Accounts Receivable (Details)                       HTML     30K 
58: R51         Inventory - Schedule of Inventory (Details)         HTML     37K 
22: R52         Property, Plant and Equipment (Details)             HTML     52K 
32: R53         Leases - Narrative (Details)                        HTML     43K 
84: R54         Leases - Balance Sheet Location (Details)           HTML     47K 
57: R55         Leases - Lease Cost (Details)                       HTML     37K 
21: R56         Leases - Cash Flow Components (Details)             HTML     31K 
31: R57         Leases - Estimated Annual Maturities (Details)      HTML     65K 
86: R58         Leases - Weighted Average Lease Term and Discount   HTML     34K 
                Rate (Details)                                                   
56: R59         Long-Term Debt - Schedule of Long-term Debt         HTML     42K 
                Instruments (Details)                                            
20: R60         Long-Term Debt - Narrative (Details)                HTML     79K 
51: R61         Fair Value Measurements - Narrative (Details)       HTML     33K 
76: R62         Fair Value Measurements - Schedule of Fair Value,   HTML     44K 
                Assets and Liabilities Measured on Recurring Basis               
                (Details)                                                        
68: R63         Earning Per Common Share - Schedule of Earnings     HTML     61K 
                Per Share, Basic and Diluted (Details)                           
19: R64         Stock-Based Compensation - Narrative (Details)      HTML     43K 
50: R65         Stock-Based Compensation - Restricted Stock and     HTML     57K 
                Performance Share Units (Details)                                
75: R66         Retirement Plans - Narrative (Details)              HTML     44K 
67: R67         Retirement Plans - Schedule Of Net Benefit Costs    HTML     44K 
                (Details)                                                        
18: R68         Retirement Plans - Schedule of Costs of Retirement  HTML     33K 
                Plans (Details)                                                  
52: R69         Commitments and Contingent Liabilities - Narrative  HTML     51K 
                (Details)                                                        
34: R70         Commitments and Contingent Liabilities - Schedule   HTML     31K 
                of Product Warranty Liability (Details)                          
24: R71         Commitments and Contingent Liabilities - Future     HTML     35K 
                Payments (Details)                                               
54: R72         Commitments and Contingent Liabilities -            HTML     30K 
                Environmental Loss Contingencies (Details)                       
81: R73         Income Taxes - Narrative (Details)                  HTML     35K 
35: R74         Subsequent Events (Details)                         HTML     40K 
44: XML         IDEA XML File -- Filing Summary                      XML    159K 
41: XML         XBRL Instance -- fstr-20200331_htm                   XML   2.14M 
47: EXCEL       IDEA Workbook of Financial Reports                  XLSX     80K 
10: EX-101.CAL  XBRL Calculations -- fstr-20200331_cal               XML    262K 
11: EX-101.DEF  XBRL Definitions -- fstr-20200331_def                XML    544K 
12: EX-101.LAB  XBRL Labels -- fstr-20200331_lab                     XML   1.42M 
13: EX-101.PRE  XBRL Presentations -- fstr-20200331_pre              XML    904K 
 9: EX-101.SCH  XBRL Schema -- fstr-20200331                         XSD    165K 
43: JSON        XBRL Instance as JSON Data -- MetaLinks              332±   486K 
90: ZIP         XBRL Zipped Folder -- 0000352825-20-000016-xbrl      Zip    281K

‘EX-10.1’ — Material Contract

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

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Document

Exhibit 10.1

L.B. FOSTER COMPANY

ANNUAL EXECUTIVE INCENTIVE COMPENSATION PROGRAM

The purpose of this document is to establish in writing the performance goals and other terms applicable to cash financial performance awards for each fiscal year of the Company which constitutes a Performance Period (the “Program”) as authorized under the L.B. Foster Company Executive Annual Incentive Compensation Plan (“ExIP”).

I. DEFINITIONS

a.Defined terms used but not defined herein shall have the meanings ascribed to them in the Executive Incentive Plan master document under which each annual Program is established.

II. TERMS AND CONDITIONS

a.Unless otherwise determined by the Compensation Committee, the Performance Period shall be one calendar year.

b.Each Participant shall receive a cash award in an amount equal to Participant’s base compensation multiplied by a target percentage established by the Committee based upon the position held by the Participant as approved by the Compensation Committee and set forth on Exhibit A, on file with the Committee (the “Target Percentage”) (an “Award”). The amount of any Award earned and payable is calculated with reference to the percentage achievement of certain Performance Measures established by the Committee and as described below.

c.Participant’s base compensation shall be the Participant’s salary on March 1, rounded to the nearest whole dollar.

d.Participants in the Program are listed on Exhibit A on file with the Committee, which identifies each Participant’s title and Company operating unit, and Target Percentage for the applicable Performance Period.

e.A Participant’s right, if any, to receive payout of an Award, if earned, shall be contingent upon Participant having executed a Confidentiality, Intellectual Property and Non-Compete Agreement in a form satisfactory to the Committee. Further, in order to receive any payout of an Award, the Participant must have begun employment with the Company by October 1 of the Program’s Performance Period.

f.In the event a Participant changes from one position to another position or is promoted into one of the positions approved by the Committee during the Performance Period, the Target Percentage for such Participant shall be pro-rated between the Target Percentages applicable to each position held during the Performance Period, and such Award will be determined on the pro-rated basis based on the number of full months employed during the Performance Period.

g.In order to be eligible to receive any payout of an Award, if earned, a Participant must be actively employed by the Company on the date the Award is paid. In no event is a Participant entitled to any pro-rata payment of an Award under the terms of this Program, except to the extent the Board has approved a Participant’s retirement or termination from the Company, in which case the Committee may provide a pro-rata payment based on the Participant’s active employment before the Board-approved retirement or termination.

III. CALCULATING PAYOUT OF AWARDS

The payout of Awards shall be calculated as set forth below:

a.A Participant’s Award shall be determined and allocated by multiplying the Award by the Company’s adjusted level of attainment of the financial Performance Measures identified below, weighted as indicated:


	Performance Measure	CEO, COO, CFO; SVP, HR & Admin; SVP & General Counsel; and Controller & CAO	Executive VPs Responsible for Operating Unit(s)
Financial Performance Awards	Operating Unit Adjusted EBITDA	--	50%
	Working Capital as a % of Sales	25%	20%
	Corporate Adjusted EBITDA	75%	30%

b.The amount of an Award payout shall be calculated and adjusted upward or downward based on the actual level of attainment of the above Performance Measures, Adjusted EBITDA and Working Capital as a % of Sales (Corporate and Operating Unit), utilizing the percentage multipliers as set forth in the tables below. Straight-line interpolation will be used to determine the achievement between each level.

Adjusted EBITDA Multiplier


% of Target Adjusted EBITDA			Corporate or Operating Unit Multiplier
130% and over			200%
100%			100%
70%			50%
Less than 70%			0%

W/C as a % of Sales Multiplier


% of Target Average W/C as a % of Sales			Corporate or Operating Unit Multiplier
86.0% and under			200%
100.0%			100%
121.5%			50%
Greater than 121.5%			0%

c.Definitions of the Performance Measures and possible adjustments are noted on Schedule 1.10 attached hereto.

d.Payment of a cash Award under the ExIP will follow the Committee’s determination of such incentive award and following the date the Company files its report on Form 10-K for the period ending on the last day of the Performance Period.

III. RECOUPMENT

All Awards granted hereunder are made subject to the L.B. Foster Executive Recoupment Policy which is incorporated herein by reference (the “Policy.”) The Policy provides for the clawback by the Company and repayment by the Participant of cash awards paid hereunder in the event of an accounting restatement applicable to any financial reporting period within the Performance Period due to material noncompliance of the Company with any financial reporting requirement under the securities or other applicable laws.

IV. COMPENSATION COMMITTEE

As set forth in the ExIP document, the Compensation Committee retains all rights and discretion to modify, eliminate, or replace the ExIP and the Program at any time. The Committee will interpret and apply the ExIP and this Program at is discretion, and may increase, decrease, or eliminate any Award hereunder. All determinations with respect to any Award shall be made by the Committee and shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.

The undersigned Chairman of the Compensation Committee hereby certifies, on behalf of the Committee, that the performance goals and other material terms applicable have been determined and approved at the Committee meeting held in February of the Program’s Performance Period.


Approved: /s/ *Robert S. Purgason* Robert S. Purgason Chairman, Compensation Committee 2/20/2020 Date

Schedule 1.10

PERFORMANCE MEASURES AND ADJUSTMENTS

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): shall mean with respect to the Company or an Operating Unit, for the Fiscal Year (a) income from continuing operations; (b) plus income tax expense; (c) plus interest expense; (d) minus interest income; (e) plus depreciation expense; and (f) plus amortization expense; (g) plus and minus the adjustments below.

Working Capital as a Percentage of Sales (“W/C as a % of Sales”): shall mean with respect to the Company, or as applicable, for an Operating Unit, for the Fiscal Year, the average monthly balances of Inventory and Accounts Receivable less the average monthly balances of Accounts Payable and Deferred Revenue divided by annual net sales. Results shall be determined incorporating approved adjustments below.

The following adjustments are guidelines subject to board approval.


Adjustment Description Unplanned reductions or add-backs to results for gains and losses	Adjusted EBITDA	W/C as a % of Sales
Effects of changes in accounting or tax law	X	X
Divestitures of properties, businesses, investments, equity in affiliates or held for sale discontinued operation	X	X
Costs of an acquisition or potential acquisition, purchase accounting and operating results of an acquisition completed during the year	X	X
Any significant or non-recurring item(s) (these items include, but are not limited to a restructuring, long-lived asset impairment, warranty costs, product liability, legal settlement, environmental charges) that in total exceed $200,000 in EBITDA (favorable or unfavorable)	X
The impact on any Operating Unit attributable to any administrative intercompany charges related to transfer pricing compliance where the consolidated impact is zero.	X

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/6/20	None on these Dates
For Period end:	3/31/20
		List all Filings

3 Subsequent Filings that Reference this Filing

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

 3/10/23  L.B. Foster Co.                   10-K       12/31/22  131:14M
 3/02/22  L.B. Foster Co.                   10-K       12/31/21  128:13M
 3/03/21  L.B. Foster Co.                   10-K       12/31/20  130:15M

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Filing Submission 0000352825-20-000016 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)