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As Of Filer Filing For·On·As Docs:Size 8/04/17 Foster L B Co 10-Q 6/30/17 78:6.3M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 594K 2: EX-10.2 Material Contract HTML 50K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 29K 5: EX-32.0 Certification -- §906 - SOA'02 HTML 27K 12: R1 Document and Entity Information HTML 42K 13: R2 Condensed Consolidated Balance Sheets HTML 107K 14: R3 Condensed Consolidated Balance Sheets HTML 33K (Parenthetical) 15: R4 Condensed Consolidated Statements of Operations HTML 80K 16: R5 Condensed Consolidated Statements of Comprehensive HTML 44K Income (Loss) 17: R6 Condensed Consolidated Statements of Comprehensive HTML 28K Income (Loss) (Parenthetical) 18: R7 Condensed Consolidated Statements of Cash Flows HTML 119K 19: R8 Financial Statements HTML 32K 20: R9 Business Segments HTML 101K 21: R10 Goodwill and Other Intangible Assets HTML 102K 22: R11 Accounts Receivable HTML 27K 23: R12 Inventories HTML 37K 24: R13 Property, Plant and Equipment HTML 42K 25: R14 Investments HTML 46K 26: R15 Long-Term Debt HTML 52K 27: R16 Fair Value Measurements HTML 67K 28: R17 Earnings Per Common Share HTML 65K 29: R18 Stock-Based Compensation HTML 54K 30: R19 Retirement Plans HTML 87K 31: R20 Commitments and Contingent Liabilities HTML 67K 32: R21 Income Taxes HTML 27K 33: R22 Subsequent Events HTML 24K 34: R23 Financial Statements (Policies) HTML 42K 35: R24 Business Segments (Tables) HTML 104K 36: R25 Goodwill and Other Intangible Assets (Tables) HTML 103K 37: R26 Inventories (Tables) HTML 37K 38: R27 Property, Plant and Equipment (Tables) HTML 39K 39: R28 Investments (Tables) HTML 43K 40: R29 Long-Term Debt and Related Matters (Tables) HTML 39K 41: R30 Fair Value Measurements (Tables) HTML 61K 42: R31 Earnings Per Common Share (Tables) HTML 64K 43: R32 Stock-Based Compensation (Tables) HTML 44K 44: R33 Retirement Plans (Tables) HTML 88K 45: R34 Commitments and Contingent Liabilites (Tables) HTML 36K 46: R35 Business Segments (Narrative) (Details) HTML 23K 47: R36 Business Segments (Reconciliation of Revenue from HTML 34K Segments to Consolidated) (Details) 48: R37 Business Segments (Reconciliation of Operating HTML 44K Profit (Loss) from Segments to Consolidated) (Details) 49: R38 Business Segments (Reconciliation of Assets from HTML 33K Segment to Consolidated) (Detail) 50: R39 Goodwill and Other Intangible Assets (Narrative) HTML 30K (Details) 51: R40 Goodwill and Other Intangible Assets (Schedule of HTML 34K Goodwill) (Details) 52: R41 Goodwill and Other Intangible Assets (Schedule of HTML 27K Gross Other Intangible Assets) (Details) 53: R42 Goodwill and Other Intangible Assets (Schedule of HTML 52K Intangible Assets) (Details) 54: R43 Goodwill and Other Intangible Assets (Schedule of HTML 38K Expected Amortization Expense) (Details) 55: R44 Accounts Receivable (Details) HTML 24K 56: R45 Inventories (Schedule of Inventory) (Details) HTML 35K 57: R46 Property, Plant and Equipment (Details) HTML 50K 58: R47 Investments (Narrative) (Details) HTML 67K 59: R48 Investments (Schedule of Variable Interest HTML 33K Entities) (Details) 60: R49 Investments (Schedule of Direct Financing Future HTML 30K Minimum Lease Payments for Capital Leases) (Details) 61: R50 Long-Term Debt and Related Matters (Narrative - HTML 76K United States) (Details) 62: R51 Long-Term Debt and Related Matters (Narrative - HTML 40K United Kingdom) (Details) 63: R52 Long-Term Debt and Related Matters (Schedule of HTML 38K Long-term Debt Instruments) (Details) 64: R53 Fair Value Measurements (Narrative) (Details) HTML 29K 65: R54 Fair Value Measurements (Schedule of Fair Value, HTML 47K Assets and Liabilities Measured on Recurring Basis) (Details) 66: R55 Earning Per Common Share (Schedule of Earnings Per HTML 56K Share, Basic and Diluted) (Details) 67: R56 Stock-Based Compensation (Narrative) (Details) HTML 50K 68: R57 Stock-Based Compensation (Restricted Stock and HTML 60K Performance Unit Awards) (Details) 69: R58 Retirement Plans (Narrative) (Details) HTML 49K 70: R59 Retirement Plans (Schedule Of Net Benefit Costs) HTML 41K (Details) 71: R60 Retirement Plans (Schedule of Costs of Retirement HTML 32K Plans) (Details) 72: R61 Commitments and Contingent Liabilites (Narrative) HTML 62K (Details) 73: R62 Commitments and Contingent Liabilities (Schedule HTML 28K of Product Warranty Liability) (Details) 74: R63 Commitments and Contingent Liabilities HTML 29K (Environmental Loss Contingencies) (Details) 75: R64 Income Taxes (Narrative) (Details) HTML 31K 77: XML IDEA XML File -- Filing Summary XML 142K 76: EXCEL IDEA Workbook of Financial Reports XLSX 77K 6: EX-101.INS XBRL Instance -- fstr-20170630 XML 1.73M 8: EX-101.CAL XBRL Calculations -- fstr-20170630_cal XML 213K 9: EX-101.DEF XBRL Definitions -- fstr-20170630_def XML 442K 10: EX-101.LAB XBRL Labels -- fstr-20170630_lab XML 1.24M 11: EX-101.PRE XBRL Presentations -- fstr-20170630_pre XML 772K 7: EX-101.SCH XBRL Schema -- fstr-20170630 XSD 140K 78: ZIP XBRL Zipped Folder -- 0000352825-17-000012-xbrl Zip 175K
Exhibit |
(a) | General. Amounts of Stock that a Participant elects to be deferred into his or her L.B. Foster Deferred Stock Unit Account shall be posted to the account of the Participant in the form of “Deferred Stock Units,” each of which is equivalent in value to one share of Stock on the date such share would otherwise be granted and calculated, in the case that such equity award is expressed in terms of a dollar value on the grant date, by dividing the grant date dollar value of the award by the closing market price per share of the Stock on the NASDAQ Stock Exchange (or other exchange upon which the Stock is then traded or such other applicable method to determine
the Stock price as set forth in Section 2.17 of the Omnibus Plan) on such grant date. The value of the Deferred Stock Units posted to the L.B. Foster Deferred Stock Unit |
(b) | Initial Credits for Deferred Stock Unit Amounts. The number of Deferred Stock Units initially credited to a Participant’s L.B. Foster Deferred Stock Unit
Account shall be equal to the number of shares or other units of the Stock based compensation that would have been granted to such Participant. |
(c) | Dividends and Distributions with Respect to Shares of Stock. Dividends or distributions on the Stock in cash or property (other than Stock) shall not result in any credits with respect to any Deferred Stock Units in the Deferred Stock Unit Account. Cash equivalents of any dividends declared on Deferred Stock Units will be deposited into the Participant’s Deferred Cash Account in accordance with Section 9 and distributed in cash on the applicable distribution date. |
(d) | No
Brokerage Fees. Brokerage fees will not be charged against the value of initial deferrals into Deferred Stock Units in the L.B. Foster Deferred Stock Unit Account, either when such Deferred Stock Units are credited to a Participant’s Account or upon distribution of such Deferred Stock Units from a Participant’s Account. |
(e) | Adjustments to Deferred Stock Units in Deferred Stock Unit Account. In the event of any change in the outstanding shares of Stock by reason of any Stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares of Stock, or other similar corporate change, then an equitable equivalent adjustment shall be made in the “Deferred
Stock Units” credited to a Participant’s L.B. Foster Deferred Stock Unit Account, taking into account the provisions of Section 22. |
(f) | Irrevocability of Investments in Deferred Stock Unit Account. Once amounts have been allocated as Deferred Stock Units in a Participant’s L.B. Foster Deferred Stock Unit Account, they may not be reallocated to a Participant’s Cash Account or to any other investment alternative. |
(g) | Form of Payment/Distribution of Deferred Stock Units. Payment of amounts
allocated as Deferred Stock Units in a Participant’s L.B. Foster Deferred Stock Unit Account shall be made by transferring to the Participant a number of shares of Stock equal to the number of whole Deferred Stock Units then distributable, with cash in lieu of any fractional units, and net of any withholding obligations, if any, of the Company with respect to such Stock in a Participant’s L.B. Foster Deferred Stock Unit Account, and shall also be subject to any applicable holding and other requirements of the Omnibus Plan, under which the Deferred Stock Units were granted, or any comparable successor plan under which future Deferred Stock Units may be granted, and/or applicable corporate governance policies adopted by the Company. |
(a) | For each Deferral Period, a Participant may elect to defer up to 100% of Directors Fees by written notice given to the Company prior to the beginning of the calendar year in which the Deferral Period begins. Notwithstanding the foregoing, to the extent permitted by the Committee or its Designated Administrator, a new Non-Employee Director may make a deferral election within 30 days after he or she first becomes eligible for this Plan, provided that such election shall apply only to amounts earned for services performed after the date of the election. This election,
which shall be on a form provided by the Company, shall include: (1) the type of compensation deferred (cash and/or equity) and (2) the amount or percentage to be deferred. |
(b) | Any election to defer shall be effective when received and accepted by the Corporate Secretary’s Office. |
(a) | Except
as provided in paragraph (b) or (c) below, payment of a Participant’s entire Account shall be made in a single lump sum payment as soon as administratively practicable on or after the six-month anniversary of the Participant’s Separation from Service from the Board. “Separation from Service” shall mean a Participant’s retirement or other complete termination of service with the Board. Whether a Participant has a Separation from Service will be determined based on all of the facts and circumstances and in accordance with Section 409A and authoritative guidance thereunder. |
(b) | Notwithstanding a Participant’s deferral election, the Participant may delay the payment of his or her entire Account, provided that any such election form is both: (1) submitted
at least twelve (12) months prior to the date of the Participant’s Separation from Service from the Board, and (2) delays the payment of the Participant’s Account until exactly five years after the six-month anniversary of the Participant’s Separation from Service from the Board. |
(c) | Notwithstanding subsections (a) and (b) above, if a Participant dies or incurs a Disability before his or her Account balance has been paid in full, the entire Account shall be paid to the Participant’s designated |
(d) | To the extent consistent with Section 22, the Committee may accelerate the payment of a Participant’s Account. |
(a) | Beneficiary Designation.
Each Participant shall have the right, at any time, to designate one (1) or more persons as beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s Account under this Plan. Each beneficiary designation shall be in a written form acceptable to the Committee or its Designated Administrator (as hereinafter defined) and shall be effective only if filed with the Committee or its Designated Administrator during the Participant’s lifetime. |
(b) | Changing Beneficiary. Any beneficiary designation may be changed by filing a new beneficiary designation with the Committee
or its Designated Administrator. |
(c) | No Beneficiary Designation. If any Participant fails to designate a beneficiary in the manner provided above, if the designation is void, or if all beneficiaries designated by a Participant die before the Participant or before complete distribution of the Participant’s benefits, the Participant’s beneficiary shall be the Participant’s surviving spouse, or the Participant’s estate if there is no surviving spouse. |
(d) | Effect
of Payment. Payment to the beneficiary shall completely discharge the Company’s obligations under this Plan. |
(a) | Committee; Duties. This Plan shall be administered by the Committee and, to the extent so delegated, its designated administrator (the “Designated Administrator”), and any of their designees. The Committee and, to the extent applicable, its Designated Administrator, shall have the exclusive authority and discretion to interpret, construe, and administer the provisions of this Plan and
to decide all questions concerning this Plan and its administration. Without limiting the foregoing, the Committee and, to the extent applicable, its Designated Administrator, shall have the authority, from time to time, to: determine eligibility for and the amount of benefits, if any, due under this Plan; determine amounts payable under this Plan; interpret this Plan, make factual determinations, correct deficiencies, and supply omissions, including resolving any ambiguity or uncertainty arising under or existing in the terms and provisions of this Plan; make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan; and establish rules and regulations for the administration of this Plan. |
(b) | Agents.
The Committee and, to the extent applicable, its Designated Administrator, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company. |
(c) | Binding Effect of Decisions. The decision or action of the Committee and, to the extent applicable, its Designated Administrator, with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest
in this Plan. |
(d) | Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee and, to the extent applicable, its Designated Administrator, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, and, to the extent applicable, its Designated Administrator, except in the case of gross negligence or willful misconduct. |
This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 8/4/17 | |||
For Period end: | 6/30/17 | 4 | ||
5/1/17 | ||||
List all Filings |