Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K Fy2017 HTML 1.48M
2: EX-3.1 Exhibit 3.1 Certificate of Incorporation HTML 90K
4: EX-10.15 Exhibit 10.15 Psu Award Agreement (2005 Plan) HTML 47K
5: EX-10.16 Exhibit 10.16 Stock Option Award Agreement (2005 HTML 47K
Plan)
6: EX-10.17 Exhibit 10.17 Rsu Award Agreement (2005 Plan) HTML 52K
7: EX-10.18 Exhibit 10.18 Rsu Award Agreement (2011 Plan) HTML 51K
8: EX-10.19 Exhibit 10.19 Rsu Award Agreement (Arbor Plan) HTML 52K
3: EX-10.2 Exhibit 10.2 2005 Stock Purchase Plan HTML 85K
9: EX-10.25 Exhibit 10.25 Form of Director Indemnity Agreement HTML 132K
10: EX-10.26 Exhibit 10.26 Form of Officer and Key Employee HTML 50K
Indemnity Agreement
11: EX-21 Exhibit 21 Subsidiaries HTML 40K
12: EX-23 Exhibit 23 Consent of Kpmg HTML 45K
13: EX-24 Exhibit 24 Power of Attorney HTML 41K
14: EX-31.1 Exhibit 31.1 Certification of CEO HTML 44K
15: EX-31.2 Exhibit 31.2 Certification of CFO HTML 44K
16: EX-32.1 Exhibit 32.1 Certification of CEO HTML 37K
17: EX-32.2 Exhibit 32.2 Certification of CFO HTML 36K
24: R1 Document and Entity Information HTML 57K
25: R2 Consolidated Balance Sheets HTML 117K
26: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
27: R4 Consolidated Statements of Operations HTML 108K
28: R5 Consolidated Statements of Comprehensive Income HTML 47K
(Loss)
29: R6 Consolidated Statement of Equity HTML 107K
30: R7 Consolidated Statements of Cash Flows HTML 143K
31: R8 Organization and Summary of Significant Accounting HTML 207K
Policies
32: R9 Restructuring, Impairment and Other Charges HTML 115K
33: R10 Acquisitions HTML 178K
34: R11 Discontinued Operations and Dispositions HTML 145K
35: R12 Other Current and Noncurrent Assets HTML 68K
36: R13 Other Accrued Expenses HTML 46K
37: R14 Goodwill and Intangible Assets HTML 244K
38: R15 Software Costs HTML 35K
39: R16 Property and Equipment HTML 58K
40: R17 Long-Term Debt HTML 73K
41: R18 Allowance for Doubtful Accounts HTML 90K
42: R19 Commitments and Contingencies HTML 39K
43: R20 Stockholders' Equity HTML 331K
44: R21 Income Taxes HTML 255K
45: R22 Retirement Plans HTML 36K
46: R23 Foreign Operations HTML 84K
47: R24 Fair Value of Financial Instruments HTML 101K
48: R25 Segment Information HTML 199K
49: R26 Unaudited Selected Quarterly Financial Data HTML 167K
50: R27 Organization and Summary of Significant Accounting HTML 287K
Policies (Policies)
51: R28 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 122K
Reclass, Reconciliation (Tables)
52: R29 Restructuring, Impairment and Other Charges HTML 108K
(Tables)
53: R30 Acquisitions (Tables) HTML 166K
54: R31 Discontinued Operations and Dispositions (Tables) HTML 139K
55: R32 Other Current and Noncurrent Assets (Tables) HTML 70K
56: R33 Other Accrued Expenses (Tables) HTML 45K
57: R34 Goodwill and Intangible Assets (Tables) HTML 247K
58: R35 Property and Equipment (Tables) HTML 55K
59: R36 Long-Term Debt (Tables) HTML 73K
60: R37 Allowance for Doubtful Accounts (Tables) HTML 89K
61: R38 Stockholders' Equity (Tables) HTML 301K
62: R39 Income Taxes (Tables) HTML 257K
63: R40 Foreign Operations (Tables) HTML 84K
64: R41 Financial Instruments (Tables) HTML 94K
65: R42 Segment Information (Tables) HTML 191K
66: R43 Unaudited Selected Quarterly Financial Data HTML 165K
(Tables)
67: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 97K
Impairment, Advertising Expenses (Details)
68: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - HTML 99K
Earnings (Loss) per Share (Details)
69: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - HTML 40K
Share-based Compensation (Details)
70: R47 Restructuring, Impairment and Other Charges HTML 87K
(Details)
71: R48 RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES: - HTML 47K
Gains, Losses and Other Items (Details)
72: R49 Acquisitions (Details) HTML 172K
73: R50 ACQUISITIONS: - Pro-forma information (Details) HTML 37K
74: R51 ACQUISITIONS: - Allant (Details) HTML 57K
75: R52 ACQUISITIONS: - Fair Value of the Consideration HTML 57K
Transferred for LiveRamp (Details)
76: R53 ACQUISITIONS: - Summary of the estimated fair HTML 94K
values of assets acquired and liabilities assumed
for LiveRamp (Details)
77: R54 ACQUISITIONS: - Other Intangible Assets (Details) HTML 42K
78: R55 DISCONTINUED OPERATIONS AND DISPOSITIONS: - HTML 145K
Summary Results of Operations and Carrying Amounts
of Major Classes of Assets and Liabilities of ITO
(Details)
79: R56 DISCONTINUED OPERATIONS AND DISPOSITIONS: - ITO HTML 42K
Support Services (Details)
80: R57 DISCONTINUED OPERATIONS: - U.K. Call Center HTML 55K
Operation (Details)
81: R58 Other Current and Noncurrent Assets (Details) HTML 51K
82: R59 Other Accrued Expenses (Details) HTML 36K
83: R60 Goodwill and Intangible Assets (Details) HTML 141K
84: R61 GOODWILL AND INTANGIBLE ASSETS:- Estimated future HTML 47K
amortization expenses (Details)
85: R62 Software Costs (Details) HTML 43K
86: R63 Property and Equipment (Details) HTML 50K
87: R64 Long-Term Debt (Details) HTML 92K
88: R65 LONG-TERM DEBT: - Long-term Debt Future HTML 42K
Obligations (Details)
89: R66 Allowance for Doubtful Accounts (Details) HTML 47K
90: R67 Commitments and Contingencies (Details) HTML 51K
91: R68 COMMITMENTS AND CONTINGENCIES: - Guarantee HTML 31K
(Details)
92: R69 Stockholders' Equity (Details) HTML 64K
93: R70 STOCKHOLDERS' EQUITY: - Share-based Compensation HTML 170K
Plans & Option Activity (Details)
94: R71 STOCKHOLDERS' EQUITY: - Summary of Options HTML 78K
(Details)
95: R72 STOCKHOLDERS'EQUITY: - Performance Stock Option HTML 87K
Unit Activity (Details)
96: R73 STOCKHOLDERS' EQUITY: - SAR Actvity (Details) HTML 55K
97: R74 STOCKHOLDERS' EQUITY: - RSU Activity (Details) HTML 95K
98: R75 STOCKHOLDERS' EQUITY: - Performance Based HTML 124K
(Details)
99: R76 STOCKHOLDERS' EQUITY: - Other Performance HTML 108K
(Details)
100: R77 Stockholders' Equity: - Espp (Details) HTML 42K
101: R78 Stockholders' Equity: - Aoci (Details) HTML 41K
102: R79 INCOME TAXES: - Expense (Benefit) Allocation and HTML 86K
Components and Loss Before Income Tax (Details)
103: R80 INCOME TAXES: - Reconciliation of Income Tax HTML 75K
Benefit from Continuing Operations and Valuation
Allowance Change (Details)
104: R81 INCOME TAXES: - Deferred (Details) HTML 76K
105: R82 INCOME TAXES: - Carryforwards (Details) HTML 64K
106: R83 INCOME TAXES: - Unrecognized Tax Benefit (Details) HTML 55K
107: R84 RETIREMENT PLANS: - Qualified 401(k) and SNQDC HTML 44K
Plans (Details)
108: R85 RETIREMENT PLANS: - Defined Benefit Pension Plan HTML 45K
(Details)
109: R86 Foreign Operations (Details) HTML 55K
110: R87 Financial Instruments (Details) HTML 45K
111: R88 Segment Information (Details) HTML 102K
112: R89 Unaudited Selected Quarterly Financial Data HTML 77K
(Details)
113: R9999 Uncategorized Items - acxm-20170331.xml HTML 43K
115: XML IDEA XML File -- Filing Summary XML 194K
114: EXCEL IDEA Workbook of Financial Reports XLSX 142K
18: EX-101.INS XBRL Instance -- acxm-20170331 XML 5.47M
20: EX-101.CAL XBRL Calculations -- acxm-20170331_cal XML 300K
21: EX-101.DEF XBRL Definitions -- acxm-20170331_def XML 1.23M
22: EX-101.LAB XBRL Labels -- acxm-20170331_lab XML 2.27M
23: EX-101.PRE XBRL Presentations -- acxm-20170331_pre XML 1.83M
19: EX-101.SCH XBRL Schema -- acxm-20170331 XSD 258K
116: ZIP XBRL Zipped Folder -- 0000733269-17-000039-xbrl Zip 343K
‘EX-10.16’ — Exhibit 10.16 Stock Option Award Agreement (2005 Plan)
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
EXHIBIT 10.16
STOCK OPTION GRANT AGREEMENT
This Stock Option Grant Agreement (
"Grant Agreement") together with the accompanying Notice of Grant of Stock Option (
"Notice") and the 2005 Equity Compensation Plan of Acxiom Corporation (the
"Plan") constitute the agreement (
"Agreement") between Acxiom Corporation (the
"Company") and you with regard to the stock options (
"Options") described on the Notice. Capitalized terms not otherwise defined in the Grant Agreement shall have the meanings set forth in the Plan. References in the Grant Agreement to
"the Company" shall be deemed to also include its
subsidiaries.
1. Acceptance of Terms. Your electronic acceptance and retention of the Options described in the accompanying Notice shall constitute your acceptance of the terms and conditions set forth in the Agreement, and shall constitute an affirmation that you have read the Notice, the Grant Agreement and the Plan and have agreed to be bound by their terms.
2. Vesting and Exercise After Termination of Employment. Unless otherwise specified by the Compensation Committee (the "Committee") of the Board of Directors (the "Board"), options will vest only while you remain an associate of the Company, and they may be exercised only while you remain an associate of the Company and during the three months immediately following your separation from the Company. If your employment with the Company terminates prior to the Options vesting,
the unvested Options will be forfeited upon the effective date of the termination.
3. Forfeiture of Option Gain and Unexercised Options for Engaging in Certain Activities.
(a) If, at any time during your employment or within one year after termination of your employment you engage in any activity which competes with any activity of the Company, or if you engage in any of the prohibited activities listed below, then
(i) any unexpired, unpaid or unexercised Options granted to you under the Agreement shall be canceled,
(ii) any option gain (i.e, the product of (x) the number of shares of Company stock realized from an exercise of the Option and (y) the difference in the closing sale price of the Company's stock on the date of exercise and the exercise price) ("Option Gain") realized by you within the three-year period before and the three-year period after your termination date from exercising any Options granted under the Agreement shall be paid by you to the Company, and
(iii) the Company shall be entitled to set off against the amount of any such Option Gain any amount owed to you by the Company.
The prohibited activities include:
(1) accepting employment with or serving as a consultant, advisor or in any other capacity to anyone that is in competition with or acting against the interests of
the Company;
(2) disclosing or misusing any confidential information or material concerning
the Company;
(3) any attempt, directly or indirectly, to induce any associate of
the Company to be employed or perform services elsewhere;
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(4) |
any attempt, directly or indirectly, to solicit the trade or business of any current or prospective customer of the Company;
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(5) |
the failure or refusal to disclose promptly and to assign to the Company all right, title and interest in any invention or idea made or conceived in whole or in part by you in the course of your employment by the Company, relating to the actual or anticipated business, research or development work of the Company, or the failure or refusal to do anything reasonably necessary to enable the Company to secure a patent or other intellectual property right;
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(6) participating in a hostile takeover attempt against
the Company;
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(7) |
a material violation of Company policy, including, without limitation, the
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Company's insider trading policies; or
(8) conduct related to your employment for which you have been convicted of criminal conduct or for which you have been assessed civil penalties.
The purpose of this Section 3 is to ensure that the interests of
the Company's shareholders are aligned with and not competitive with or in conflict with the interests of
the Company.
(b) Upon exercise, payment or delivery pursuant to exercise of an Option, you agree to certify, if requested by the Company, that you are in compliance with the terms and conditions of this Section 3.
(c) You may be released from your obligations under this Section 3 only if the Committee, or its authorized designee(s), determines in its discretion that to do so is in the best interests of the Company.
4. Stock Option Transferability. The Options are transferable only as specifically allowed by the Plan.
5. Deferred Delivery of Stock. Prior to your exercise of an Option, you may elect to defer the delivery of the stock to which you would be otherwise be entitled following your exercise, if you timely agree in writing to the terms of the Company's then current stock deferral election form, and if you meet and comply with the conditions and rules of the Committee then in effect with respect to such deferrals. The conditions, rules and procedures under which you may exercise this deferral right, and the terms and provisions of the stock deferral election form, are subject to such administrative policies as the Committee may adopt from time to time, and any such policies or determinations of the Committee
shall be final.
6. Nonstatutory Stock Options. The Options have been designated by the Committee as nonstatutory stock options; they do not qualify as incentive stock options.
7. Taxes. The Company is not required to issue shares of stock upon your exercise of the Options unless you first pay the amount requested by the Company to satisfy any liability it may have to withhold federal, state, or local income or other taxes relating to the exercise.
8. Amendments. All amendments to the Agreement shall be in writing; provided that the Agreement is subject to the power of the Board to amend the Plan as provided therein, except that no such amendment to the Plan shall adversely affect your rights under the Agreement without your consent.
9. Notices. Any notice to be given under the Agreement to the Company shall be addressed to the Company in care of its stock option administrator. Any notice to be given to you shall be addressed to you at the address listed in the Company's records. By a notice given pursuant to this Section, either party may designate a different address for notices.
10. Securities Law Requirements. If at any time the Board determines that exercising the Options or issuing shares would violate applicable securities laws, the Options will not be exercisable, and the Company will not be required to issue shares. The Board may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with the short-swing trading rules. As a condition to exercise, the Company may require you to make written representations it deems necessary or desirable to comply with applicable securities laws. No person who acquires shares under this Agreement
may sell the shares, unless they make the offer and sale pursuant to an effective registration statement under the Securities Exchange Act, which is current and includes the shares to be sold, or an exemption from the registration requirements of that Act.
11. Clawback. This Award is subject to the Company's "clawback policy" as may be in effect at the time.
12. Administration. The Committee and the Board administer the Plan. Your rights under this Agreement are expressly subject to the terms and conditions of the Plan, including continued shareholder approval of the Plan, and to any guidelines the Committee or the Board adopts from time to time. You hereby acknowledges receipt of a copy of the Plan.
13. Severability. If any part of the Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of the Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid.
14. Applicable Law. The Agreement shall be governed by the laws (excluding the conflict of laws rules) of the State of Delaware.
15. Forum Selection At all times each party hereto: (a) irrevocably submits to the exclusive jurisdiction of any Arkansas court or Federal court sitting in Arkansas; (b) agrees that any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby will be heard and determined in such Arkansas or Federal court; (c) to the extent permitted by law, irrevocably waives (i) any objection such party may have to the laying of venue of any such action or proceeding in any of such courts, or (ii) any claim that such party may have that any such action or proceeding has been brought in an inconvenient forum; and (d) to the extent permitted by law, irrevocably agrees that a final nonappealable judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this section entitled "Forum Selection" will affect the right of any party hereto to serve legal process in any manner permitted by law
16. Headings. Headings are for convenience only and are not to serve as a basis for interpretation or construction of the Agreement.