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As Of Filer Filing For·On·As Docs:Size 2/12/16 Corning Inc/NY 10-K 12/31/15 157:26M |
Document/Exhibit Description Pages Size
1: 10-K 2015 Form 10-K HTML 3.40M
2: EX-10.67 Master Confirmation Share Repurchase HTML 299K
3: EX-10.69 Incentive Stock Rights Agreement HTML 77K
4: EX-10.70 Cash Performance Unit Agreement HTML 85K
6: EX-21 Subsidiaries List -- subsidiarylisting HTML 56K
7: EX-23.1 Pwc Consent for Corning HTML 45K
8: EX-23.2 Pwc Consent for Dow Corning HTML 45K
9: EX-23.3 Pwc Consent for Samsung Corning HTML 45K
10: EX-24 Powers of Attoryney HTML 92K
5: EX-12 Ratio of Earnings Table HTML 74K
11: EX-31.1 Sox Certification for CEO HTML 53K
12: EX-31.2 Sox Certification for CFO HTML 53K
13: EX-32 Sox Certification for CEO and CFO HTML 48K
20: R1 Document And Entity Information HTML 73K
21: R2 Consolidated Statements of Income HTML 104K
22: R3 Consolidated Statements of Comprehensive Income HTML 65K
23: R4 Consolidated Balance Sheets HTML 144K
24: R5 Consolidated Balance Sheets (Parentheticals) HTML 68K
25: R6 Consolidated Statements of Cash Flows HTML 184K
26: R7 Consolidated Statements of Changes in HTML 87K
Shareholders? Equity
27: R8 Supplemental Cash Flow Information HTML 48K
28: R9 Note 1 - Summary of Significant Accounting HTML 110K
Policies
29: R10 Note 2 - Restructuring, Impairment and Other HTML 99K
Charges
30: R11 Note 3 - Available-for-Sale Investments HTML 95K
31: R12 Note 4 - Significant Customers HTML 46K
32: R13 Note 5 - Inventories, Net of Inventory Reserves HTML 55K
33: R14 Note 6 - Income Taxes HTML 160K
34: R15 Note 7 - Investments HTML 167K
35: R16 Note 8 - Acquisitions HTML 129K
36: R17 Note 9 - Property, Plant and Equipment, Net of HTML 59K
Accumulated Depreciation
37: R18 Note 10 - Goodwill and Other Intangible Assets HTML 116K
38: R19 Note 11 - Other Assets and Other Liabilities HTML 78K
39: R20 Note 12 - Debt HTML 95K
40: R21 Note 13 - Employee Retirement Plans HTML 518K
41: R22 Note 14 - Commitments, Contingencies, and HTML 111K
Guarantees
42: R23 Note 15 - Hedging Activities HTML 165K
43: R24 Note 16 - Fair Value Measurements HTML 100K
44: R25 Note 17 - Shareholders' Equity HTML 211K
45: R26 Note 18 - Earnings Per Common Share HTML 80K
46: R27 Note 19 - Share-based Compensation HTML 103K
47: R28 Note 20 - Reportable Segments HTML 400K
48: R29 Schedule II - Valuation Accounts and Reserves HTML 91K
49: R30 Quarterly Operating Results HTML 112K
50: R31 Accounting Policies, by Policy (Policies) HTML 184K
51: R32 Note 1 - Summary of Significant Accounting HTML 64K
Policies (Tables)
52: R33 Note 2 - Restructuring, Impairment and Other HTML 95K
Charges (Tables)
53: R34 Note 3 - Available-for-Sale Investments (Tables) HTML 92K
54: R35 Note 5 - Inventories, Net of Inventory Reserves HTML 54K
(Tables)
55: R36 Note 6 - Income Taxes (Tables) HTML 152K
56: R37 Note 7 - Investments (Tables) HTML 144K
57: R38 Note 8 - Acquisitions (Tables) HTML 104K
58: R39 Note 9 - Property, Plant and Equipment, Net of HTML 57K
Accumulated Depreciation (Tables)
59: R40 Note 10 - Goodwill and Other Intangible Assets HTML 109K
(Tables)
60: R41 Note 11 - Other Assets and Other Liabilities HTML 73K
(Tables)
61: R42 Note 12 - Debt (Tables) HTML 85K
62: R43 Note 13 - Employee Retirement Plans (Tables) HTML 527K
63: R44 Note 14 - Commitments, Contingencies, and HTML 103K
Guarantees (Tables)
64: R45 Note 15 - Hedging Activities (Tables) HTML 149K
65: R46 Note 16 - Fair Value Measurements (Tables) HTML 91K
66: R47 Note 17 - Shareholders' Equity (Tables) HTML 188K
67: R48 Note 18 - Earnings Per Common Share (Tables) HTML 78K
68: R49 Note 19 - Share-based Compensation (Tables) HTML 92K
69: R50 Note 20 - Reportable Segments (Tables) HTML 386K
70: R51 Schedule II - Valuation Accounts and Reserves HTML 91K
(Tables)
71: R52 Quarterly Operating Results (Tables) HTML 110K
72: R53 Supplemental Cash Flow Information (Details) HTML 59K
73: R54 Note 1 - Summary of Significant Accounting HTML 89K
Policies (Details)
74: R55 Note 1 - Summary of Significant Accounting HTML 54K
Policies (Details) - Supplemental Disclosure of
Cash Flow Information
75: R56 Note 1 - Summary of Significant Accounting HTML 60K
Policies (Details) - Useful Life of Equipment
76: R57 Note 2 - Restructuring, Impairment and Other HTML 49K
Charges (Details)
77: R58 Note 2 - Restructuring, Impairment and Other HTML 68K
Charges (Details) - Restructuring, Impairment and
Other Charges
78: R59 Note 3 - Available-for-Sale Investments (Details) HTML 47K
79: R60 Note 3 - Available-for-Sale Investments (Details) HTML 58K
- Summary of Fair Value of Available-for-Sale
Investments
80: R61 Note 3 - Available-for-Sale Investments (Details) HTML 56K
- Summary of Maturities of Available-for-Sale
Securities
81: R62 Note 3 - Available-for-Sale Investments (Details) HTML 56K
- Securities in a Continuous Unrealized Loss
Position
82: R63 Note 4 - Significant Customers (Details) HTML 53K
83: R64 Note 5 - Inventories, Net of Inventory Reserves HTML 58K
(Details) - Inventories, Net
84: R65 Note 6 - Income Taxes (Details) HTML 107K
85: R66 Note 6 - Income Taxes (Details) - Income Before HTML 51K
Income Taxes
86: R67 Note 6 - Income Taxes (Details) - Current and HTML 73K
Deferred Amounts of Provision (Benefit) for Income
Taxes
87: R68 Note 6 - Income Taxes (Details) - Reconciliation HTML 84K
of the U.S. Statutory Income Tax Rate To Effective
Tax Rate
88: R69 Note 6 - Income Taxes (Details) - Tax Effects of HTML 77K
Temporary Differences and Carryforwards of
Deferred Tax Assets and Liabilities
89: R70 Note 6 - Income Taxes (Details) - Net Deferred Tax HTML 60K
Assets
90: R71 Note 6 - Income Taxes (Details) - Deferred Tax HTML 64K
Assets for Loss and Tax Credit Carryforwards
91: R72 Note 6 - Income Taxes (Details) - Reconciliation HTML 55K
of Unrecognized Tax Benefits
92: R73 Note 7 - Investments (Details) HTML 251K
93: R74 Note 7 - Investments (Details) - Investments HTML 69K
94: R75 Note 7 - Investments (Details) - Results of HTML 91K
Operations
95: R76 Note 7 - Investments (Details) - Financial HTML 78K
Position
96: R77 Note 8 - Acquisitions (Details) HTML 200K
97: R78 Note 8 - Acquisitions (Details) - Recognized HTML 97K
Amounts of Identified Assets Acquired and
Liabilities Assumed
98: R79 Note 8 - Acquisitions (Details) - Fair Value of HTML 89K
Samsung Corning Precision Materials at Acquisition
Date
99: R80 Note 8 - Acquisitions (Details) - Fair Value of HTML 47K
Samsung Corning Precision Materials at Acquisition
Date (Parentheticals)
100: R81 Note 8 - Acquisitions (Details) - Net Gain on HTML 76K
Previously Owned Equity
101: R82 Note 8 - Acquisitions (Details) - Net Gain on HTML 49K
Previously Owned Equity (Parentheticals)
102: R83 Note 8 - Acquisitions (Details) - Unaudited Pro HTML 62K
Forma Financial Information
103: R84 Note 9 - Property, Plant and Equipment, Net of HTML 51K
Accumulated Depreciation (Details)
104: R85 Note 9 - Property, Plant and Equipment, Net of HTML 61K
Accumulated Depreciation (Details) - Property, Net
105: R86 Note 10 - Goodwill and Other Intangible Assets HTML 89K
(Details)
106: R87 Note 10 - Goodwill and Other Intangible Assets HTML 80K
(Details) - Carrying Amount of Goodwill by Segment
107: R88 Note 10 - Goodwill and Other Intangible Assets HTML 56K
(Details) - Other Intangible Assets
108: R89 Note 11 - Other Assets and Other Liabilities HTML 76K
(Details)
109: R90 Note 11 - Other Assets and Other Liabilities HTML 88K
(Details) - Other Assets and Other Liabilities
110: R91 Note 12 - Debt (Details) HTML 107K
111: R92 Note 12 - Debt (Details) - Long-term Debt HTML 95K
112: R93 Note 12 - Debt (Details) - Long-term Debt HTML 86K
(Parentheticals)
113: R94 Note 12 - Debt (Details) - Debt Maturities HTML 56K
114: R95 Note 13 - Employee Retirement Plans (Details) HTML 108K
115: R96 Note 13 - Employee Retirement Plans (Details) - HTML 151K
Obligations and Funded Status Schedule
116: R97 Note 13 - Employee Retirement Plans (Details) - HTML 117K
Postretirement Benefits
117: R98 Note 13 - Employee Retirement Plans (Details) - HTML 49K
Benefit Obligations in Excess of Fair Value of
Plan Assets
118: R99 Note 13 - Employee Retirement Plans (Details) - HTML 50K
Accumulated Benefit Obligation in Excess of Fair
Value of Plan Assets
119: R100 Note 13 - Employee Retirement Plans (Details) - HTML 105K
Net Periodic Benefit Expense
120: R101 Note 13 - Employee Retirement Plans (Details) - HTML 84K
Net Periodic Benefit Cost of Postretirement
Benefits
121: R102 Note 13 - Employee Retirement Plans (Details) - HTML 66K
Weighted-average Assumptions Used to Determine
Benefit Obligations and Net Periodic Benefit Cost
122: R103 Note 13 - Employee Retirement Plans (Details) - HTML 51K
Assumed Health Care Trend Rates
123: R104 Note 13 - Employee Retirement Plans (Details) - HTML 54K
Effect One-percent-point Change in Assumed Health
Care Cost
124: R105 Note 13 - Employee Retirement Plans (Details) - HTML 93K
Domestic Defined Benefit Plan Assets
125: R106 Note 13 - Employee Retirement Plans (Details) - HTML 82K
International Defined Benefit Plan Assets
126: R107 Note 13 - Employee Retirement Plans (Details) - HTML 66K
Changes in Fair Value of Level 3 Assets for
Defined Benefit Plans
127: R108 Note 13 - Employee Retirement Plans (Details) - HTML 83K
Estimated Future Benefit Payments and Gross
Medicare to be Received
128: R109 Note 14 - Commitments, Contingencies, and HTML 62K
Guarantees (Details)
129: R110 Note 14 - Commitments, Contingencies, and HTML 130K
Guarantees (Details) - Obligations
130: R111 Note 14 - Commitments, Contingencies, and HTML 60K
Guarantees (Details) - Minimum Rental Commitments
Under Leases
131: R112 Note 15 - Hedging Activities (Details) HTML 72K
132: R113 Note 15 - Hedging Activities (Details) - Summary HTML 70K
of Notional Amounts and Respective Fair Values of
Derivative Financial Instruments
133: R114 Note 15 - Hedging Activities (Details) - Effect on HTML 63K
Consolidated Financial Statements
134: R115 Note 15 - Hedging Activities (Details) - Effect on HTML 58K
Consolidated Financial Statements
135: R116 Note 16 - Fair Value Measurements (Details) HTML 74K
136: R117 Note 16 - Fair Value Measurements (Details) - HTML 92K
Major Categories of Financial Assets and
Liabilities Measured on a Recurring Basis
137: R118 Note 16 - Fair Value Measurements (Details) - HTML 52K
Other Assets
138: R119 Note 17 - Shareholders' Equity (Details) HTML 193K
139: R120 Note 17 - Shareholders' Equity (Details) - Changes HTML 85K
in Capital Stock
140: R121 Note 17 - Shareholders' Equity (Details) - HTML 91K
Accumulated Other Comprehensive Income
141: R122 Note 17 - Shareholders' Equity (Details) - HTML 104K
Reclassifications Out of Accumulated Other
Comprehensive Income (AOCI) by Component
142: R123 Note 18 - Earnings Per Common Share (Details) - HTML 99K
Computation of Basic and Diluted Earnings Per
Common Share
143: R124 Note 19 - Share-based Compensation (Details) HTML 103K
144: R125 Note 19 - Share-based Compensation (Details) - HTML 90K
Stock Options Outstanding
145: R126 Note 19 - Share-based Compensation (Details) - HTML 69K
Valuation Inputs for Option Grants Under Stock
Option Plans
146: R127 Note 19 - Share-based Compensation (Details) - HTML 67K
Non-Vested Time-Based Restricted Stock And
Restricted Stock Units
147: R128 Note 20 - Reportable Segments (Details) HTML 77K
148: R129 Note 20 - Reportable Segments (Details) - HTML 164K
Reportable Segments
149: R130 Note 20 - Reportable Segments (Details) - HTML 79K
Reconciliation of Reportable Segment Net Income
(Loss) to Consolidated Net Income
150: R131 Note 20 - Reportable Segments (Details) - HTML 65K
Reconciliation of Reportable Segment Net Assets to
Consolidated Net Assets
151: R132 Note 20 - Reportable Segments (Details) - Selected HTML 102K
Financial Information On Product Lines and
Reportable Segments
152: R133 Note 20 - Reportable Segments (Details) - HTML 134K
Information Concerning Principal Geographic Areas
153: R134 Schedule II - Valuation Accounts and Reserves HTML 63K
(Details) - Valuation Accounts and Reserves
154: R135 Quarterly Operating Results (Details) - Quarterly HTML 76K
Operating Results
156: XML IDEA XML File -- Filing Summary XML 306K
155: EXCEL IDEA Workbook of Financial Reports XLSX 210K
14: EX-101.INS XBRL Instance -- glw-20151231 XML 7.83M
16: EX-101.CAL XBRL Calculations -- glw-20151231_cal XML 243K
19: EX-101.DEF XBRL Definitions -- glw-20151231_def XML 2.19M
17: EX-101.LAB XBRL Labels -- glw-20151231_lab XML 2.89M
18: EX-101.PRE XBRL Presentations -- glw-20151231_pre XML 2.11M
15: EX-101.SCH XBRL Schema -- glw-20151231 XSD 527K
157: ZIP XBRL Zipped Folder -- 0000024741-16-000077-xbrl Zip 501K
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1.
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Award of Units. Each Cash Unit shall entitle the Employee to receive from the Company an amount equal to $1 (one USD). The Cash Units, if any, shall be paid to the Employee at the time set forth in Section 6 and in the manner set forth in Section 7 provided that both the “Performance-Based Vesting Requirement” set forth in Section 3 and the “Service Based Vesting Requirement” set forth in Section 4 are satisfied. Prior to vesting pursuant to Sections 3 and 4, the Cash Units shall not be earned and shall remain subject to forfeiture.
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2.
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Non-Transferability. The Cash Units may not be sold, assigned, transferred, pledged or otherwise encumbered by or on behalf of or for the benefit of the Employee other than by last will and testament, by the laws of descent and distribution, pursuant to a domestic relations order or as otherwise permitted by the Committee pursuant to Section 12 of the Plan.
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(a)
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Within ninety days following the beginning of each fiscal year ending on December 31st 2016, 2017 and 2018 (each such year, an “Annual Performance Period” and collectively, the “Performance Period”), the Compensation Committee of the Company’s Board of Directors (the “Committee”) shall determine performance targets (each a “Performance Target”) applicable to the current fiscal year. Such targets will be communicated annually to the Employee.
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(b)
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Any Cash Units that are earned pursuant to Sections 3 and 4 (after taking into account the proration adjustments referenced in Section 4 (the “Proration Factor”), if applicable) shall be referred to as the “Earned Units,” provided, however, that if the numerator of the Proration Factor is less than 3, all Cash Units shall be forfeited upon a termination of employment for any reason.
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4.
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Service Based Vesting Requirement. Subject to the exceptions set forth below, the Employee must remain in continuous employment with the Company Group until the expiration of the Performance Period in order to vest in the Earned Units. If the Employee’s employment with the Company Group terminates on or before the expiration of the Performance Period, any Earned Units shall be treated in the manner set forth in this Section 4.
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Event
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Termination Date Occurs in 1st Annual Performance Period
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Termination Date Occurs After 1st Annual Performance Period
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# of Earned Units
Proration Factor (subject to the limitation in
Section 3(b))
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(a) Retirement at or after Age 55, provided that the Employee has at least five (5) years of active service with Corning
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Employee vests in 100% of the Earned Units (after taking the Proration Factor into account) based on actual performance over the Performance Period
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Employee vests in 100% of the Earned Units based on actual performance over the Performance Period
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Prorated by a ratio the numerator of which is the number of full calendar months the Employee was actively employed during the first Annual Performance Period and the denominator of which is 12
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(b) Termination without Cause or Retirement at or after Age 55 (where the Employee has less than five (5) years of active service with Corning)
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Employee vests in 100% of the Earned Units (after taking the Proration Factor into account) based on actual performance over the Performance Period
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Employee vests in 100% of the Earned Units (after taking the Proration Factor into account) based on actual performance over the Performance Period
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Prorated by a ratio the numerator of which is the number of full calendar months the Employee was actively employed during the Performance Period through the Termination Date, and the denominator of which is 36
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(c) Death, or
(d) Disability, or
(e) Reduction in Force, Divestiture or Discontinuance of Certain Company Group’s Operations, or
(f) Change of Control
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Employee vests in 100% of the Earned Units (after taking the Proration Factor into account) and the Performance Targets shall be deemed attained based on actual performance for the first Annual Performance Period and 100% target performance for all other Annual Performance Periods
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Employee vests in 100% of the Earned Units and the Performance Targets shall be deemed attained at actual performance for any completed Annual Performance Period and 100% target performance for all other Annual Performance Periods
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Prorated by a ratio the numerator of which is the number of full calendar months the Employee was actively employed during the first Annual Performance Period and the denominator of which is 12.
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(g) Voluntary Termination or Termination for Cause
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Employee forfeits all of the Cash Units
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Employee forfeits all of the Cash Units
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None
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(a)
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“Termination Date” shall mean the last day on which the Employee provides services to the Company Group (notwithstanding any applicable severance periods).
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(A)
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conviction of a felony or conviction of a misdemeanor involving moral turpitude (from which no further appeals have been or can be taken);
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(C)
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gross abdication of duties as an employee of the Company Group, which conduct remains uncured by the Employee for a period of at least 30 days following written notice thereof to the Employee by the Company Group, in each case as determined in good faith by the Company; or
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(D)
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misappropriation of the Company Group’s assets, personal dishonesty or business conduct which causes material or potentially material financial or reputational harm for the Company;
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(c)
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Disability” shall mean the Employee’s termination of employment with the Company Group as a result of a total and permanent disability as that term is defined in the long-term disability plan applicable to the Employee.
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(d)
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“Change of Control” shall mean an event that is “a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”), and that also falls within one of the following circumstances:
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(A)
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an offerer (other than the Company) purchases shares of the Company’s Common Stock pursuant to a tender or exchange offer for such shares;
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(B)
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any person (as such term is used in Sections 13(d) and 14(d) (2) of the Securities Exchange Act of 1934) is or becomes the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities;
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(C)
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the membership the Company’s Board of Directors changes as the result of a contested election or elections, such that a majority of the individuals who are directors at any particular time were initially placed on the Board of Directors as a result of such a contested election or elections occurring within the previous two years; or
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(D)
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the consummation of a merger in which the Company is not the surviving corporation, consolidation, sale or disposition of all or substantially all of the Company’s assets or a plan of partial or complete liquidation approved by the Company’s shareholders.
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(a)
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Except as noted below, the Earned Units that have vested pursuant to Sections 3 and 4 shall be paid within 75 days following the expiration of the Performance Period.
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(b)
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In the event of a termination of employment due to Sections 4(c), 4(d) or 4(e), the Earned Units that vest shall be paid within 60 days following (i) the Termination Date, or (ii) the determination of results for the first Annual Performance Period, whichever date is later.
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(c)
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In the event of a Change of Control, the Earned Units that vest in accordance with Section 4(f) shall be paid within 60 days following (i) the effective date of the Change of Control, or (ii) the determination of results for the first Annual Performance Period, whichever date is later.
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(d)
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The applicable date on which Cash Units are paid pursuant to this Section 6 is referred to as the “Payment Date.” All Cash Units that have not been earned and vested as of the Payment Date shall be forfeited.
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(e)
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In the event that the Earned Units become subject to Social Security and/or Medicare taxes prior to the applicable Payment Date, the Company shall withhold a number of Cash Units equal in value to (i) the applicable Federal Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2) on the Cash Units (the “FICA Amount”) and (ii) the applicable federal, state, local or foreign income taxes owed as a result of the withholding of the Cash Units to pay the FICA Amount. Any subsequent payment under this Agreement will be reduced by the amount withheld under this Section 6(e).
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(a)
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Unless otherwise specified by the Committee at the Payment Date pursuant to Section 7(b), Earned Units shall be paid in cash.
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(b)
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On or prior to the Payment Date, the Committee may elect, to pay any Earned Units in shares of the Company’s common stock, par value $0.50 per share (“Common Stock”). If paid in Common Stock, the Company shall make an appropriate book-entry, for the number of whole shares of Common Stock equal in value to the number of Earned Units that are vested as of the business day preceding the Payment Date, with any resulting fractional shares being delivered to the Employee in cash.
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(c)
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The Employee shall have no further rights with regard to the Cash Units once the cash or shares of Common Stock have been delivered pursuant to this Section 7.
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(d)
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All payments made pursuant to this Agreement shall be reduced by the amount of all tax withholdings and other permitted deductions. To the extent the Cash Units are paid in shares of Common Stock, the Company may withhold shares of Common Stock to satisfy any tax withholdings and permitted deductions.
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8.
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Voting and Dividend Rights. The Cash Units do not entitle the Employee to any of the rights of a shareholder of the Company (such as voting or dividend rights).
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9.
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Recoupment/Claw-back. Notwithstanding anything in this Agreement to the contrary, the Cash Units and any payments made pursuant to this Agreement shall be subject to claw-back or recoupment as mandated by applicable law, rules, regulations or Company policy as enacted, adopted or modified from time to time.
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10.
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Transfers. If the Employee is transferred from the Company to a Subsidiary, from a Subsidiary to the Company or from one Subsidiary to another, the Employee’s employment with the Company Group shall not be deemed to have terminated; provided, however, that the Subsidiary is owned 50% or greater by the Company Group.
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(a)
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The Cash Units are intended to comply with or be exempt from Section 409A of the Code and shall be administered and interpreted in accordance with that intent. If any provision of the Plan or this Agreement would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Employee of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Agreement, without the consent of the Employee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax. This Section 11 does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the Cash Units will not be subject to taxes, interest and penalties under Section 409A.
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(b)
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Notwithstanding anything to the contrary in the Plan or this Agreement, to the extent that the Cash Units constitute deferred compensation for purposes of Section 409A and the Employee is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the Cash Units that are subject to Section 409A may be made before the 15th day of the seventh month following the Employee’s “Separation from Service” from the Company (as defined in Section 409A) or, if earlier, the date of the Employee’s death.
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(c)
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The actual Payment Date pursuant to Section 6 shall be within the sole discretion of the Company. In no event may the Employee be permitted to control the year in which settlement occurs.
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12.
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Modification/Interpretation. The Committee shall have the power to alter, amend, modify or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Employee’s rights under this Agreement without the Employee’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Employee to the extent it deems necessary or desirable (a) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (b) to take into account unusual or nonrecurring events or market conditions,
or (c) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Employee of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Employee and the Company by mutual consent to alter or amend the terms of the Cash Units in any manner that is consistent with the Plan and approved by the Committee.
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13.
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Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.
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14.
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Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
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15.
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Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.
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16.
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Governing Law. Except as to matters of federal law, this Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of New York (other than its conflict of law rules).
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/24 Corning Inc./NY 10-K 12/31/23 130:19M RDG Filings/FA 2/13/23 Corning Inc./NY 10-K 12/31/22 136:20M RDG Filings/FA 2/14/22 Corning Inc./NY 10-K 12/31/21 139:22M RDG Filings/FA 2/12/21 Corning Inc./NY 10-K 12/31/20 145:52M Certent, Inc./FA |