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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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Awards of Rights. Each Incentive Stock Right shall entitle the Employee to receive from Corning one share of Corning's common stock ("Common Stock"); provided that the Employee satisfies both service based vesting requirements set forth in Sections 3 and 4. Such shares, if any, shall be paid to the Employee at the time set forth in Section 5.
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2.
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Non-Transferability. The Incentive Stock Rights may not be sold, assigned, transferred, pledged or otherwise encumbered by or on behalf of or for the benefit of the Employee.
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3.
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First Service Based Vesting Requirement. Incentive Stock Rights are subject to two service-based vesting requirements, with the first one applicable in 2016 as follows:
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(a)
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Under the first vesting requirement, the Employee shall “earn” a number of Incentive Stock Rights based upon the number of full calendar months he/she is employed by the Corporation in the 2016 fiscal year (“First Service Period”), provided further that the Employee must be employed for at least 3 full calendar months during the First Service Period for the Employee to be eligible to “earn” any award.
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(b)
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If during the First Service Period the Employee’s employment with the Corporation is terminated for any reason (other than a termination as described in Section 4(b) or 4(f) below in which cases the Employee shall not be entitled at any Incentive Stock Rights), then the prorated number of “earned” Incentive Stock Rights shall be calculated as the total number of Incentive Stock Rights multiplied by a ratio in which the numerator is equal to the number of full calendar months that the employee was actively employed (provided that this number is no less than 3) during the First Service Period, and the denominator of which is 12. The number of Incentive Stock Rights that have not been “earned” in the First Service Period under the first vesting requirement shall be forfeited.
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(c)
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An Employee shall not vest in his/her right to receive an Incentive Stock Right that has been “earned” in the First Service Period unless the Employee also satisfies the second service based vesting requirements set forth in Section 4.
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4.
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Second Service Based Vesting Requirement. Subject to the exceptions set forth below, the Employee must remain in continuous employment with Corning until March 31, 2019, to satisfy the second service based vesting requirement. If the Employee’s employment with Corning terminates before March 31, 2019, any “earned” Incentive Stock Rights, as described in Section 3 above, as of the date of the Employee’s employment terminates shall be treated as follows:
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(a)
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Retirement at or After Age 55 – If the Employee terminates employment on account of normal or early retirement on or after age 55, provided that the Employee has at least five (5) years of active service with Corning, then the second service based vesting requirement shall be satisfied with respect to the “earned” Incentive Stock Rights as calculated in Section 3(b) above. If the Employee has less than five (5) years of active service with Corning, then the second service based vesting requirement shall be satisfied with respect to the “earned” Incentive Stock Rights as calculated in the same manner specificed in Section 4(b) below.
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(b)
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Involuntary Termination (not “for cause”) – If the Employee’s employment is involuntarily terminated after the First Service Period but before before March 31, 2019, and it is not “for cause,” then the second service based vesting requirement shall be satisfied as of the Employee’s termination date for the prorated number of “earned” Incentive Stock Rights, calculated as the total number of “earned” Incentive Stock Rights multiplied by a ratio with the numerator equal to the number of full calendar months (not to exceed 36) from the start of the First Service Period through the Employee’s termination date, and the denominator of which is 36. If the Employee’s employment is involuntarily terminated during the First Service Period the Employee shall not be entitled at any Incentive Stock Rights.
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·
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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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·
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gross abdication of his duties as an employee of the Corporation (other than due to the Employee’s illness or personal family problems), which conduct remains uncured by the Employee for a period of at least 30 days following written notice thereof to the Employee by the Corporation, in each case as determined in good faith by the Corporation; or
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·
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misappropriation of Corning’s assets, personal dishonesty or business conduct which causes material or potentially material financial or reputational harm for the Corporation. For purposes of this Section 4(b), no act or failure to act on the Employee’s part shall be deemed to be a termination for cause if done, or omitted to be done, in good faith, and with the reasonable belief that the action or omission was in the best interests of the Corporation.
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(c)
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Death – If the Employee dies while employed, then the second service based vesting requirement shall be satisfied with respect to the “earned” Incentive Stock Rights as calculated in Section 3(b) above.
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(d)
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Disability – If the Employee’s employment is terminated as a result of a total and permanent disability (as that term is defined in the long-term disability plan(s) applicable to the Employee), then the second service based vesting requirement shall be satisfied with respect to the “earned” Incentive Stock Rights as calculated in Section 3(b) above.
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(e)
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Divestiture, etc. – If the Employee’s employment is terminated due to a reduction in force, divestiture or discontinuance of certain of the Corporation’s, then the second service based vesting requirement shall be satisfied with respect to the “earned” Incentive Stock Rights as calculated in Section 3(b) above.
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(f)
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Voluntary Termination, Termination for Cause, Dereliction of Duties or Harmful Acts – If the Employee voluntarily leaves the employ of the Corporation, or if the Employee’s employment shall be terminated “for cause”, or if the Employee causes the Corporation to suffer financial harm or damage to its reputation through (i) dishonesty, (ii) material violation of the Corporation's standards of ethics or conduct, or (iii) material deviation from the duties owed the Corporation by the Employee, then all of the Incentive Stock Rights shall be forfeited as of the Employee’s termination date.
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(g)
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Change of Control – In the event of a “change of control” of Corning Incorporated, the provisions of Sections 3 and 4 shall not be applicable and all nonforfeited Incentive Stock Rights shall be “earned” and fully vest.
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For purposes of this Agreement, the term “change of control” shall mean an event that is “a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that also falls within one of the following circumstances:
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(i)
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an offerer (other than Corning) purchases shares of Corning Common Stock pursuant to a tender or exchange offer for such shares;
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(ii)
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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 Corning securities representing 50% or more of the combined voting power of Corning’s then outstanding securities;
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(iii)
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the membership of Corning’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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(iv)
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the consummation of a merger in which the Corporation is not the surviving corporation, consolidation, sale or disposition of all or substantially all of Corning’s assets or a plan of partial or complete liquidation approved by the Corporation’s shareholders.
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5.
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Time of Payment. “Earned” Incentive Stock Rights that have vested shall be paid as of the earliest of the following dates:
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(a)
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Death or Separation from Service– If the Employee dies or “separates from service” (within the meaning of Section 409A of the Code) from Corning, the Employee’s Incentive Stock Rights that are “earned” and vested as of the date of the Employee’s death or separation from service shall be paid, net of tax withholdings, as of the date of death or separation and distributed as net shares of Common Stock within 30 days after the date of death or separation from service.
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(b)
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April 15, 2019. If the Employee does not “separate from service” (within the meaning of Section 409A of the Code) from Corning on or before March 31, 2019, the Employee’s “earned” Incentive Stock Rights shall be paid, net of tax withholdings, as of April 15, 2019 and distributed as net shares of Common Stock within 30 days following April 15, 2019.
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(c)
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Change of Control - In the event of a Change of Control, the Employee’s Incentive Stock Rights that are vested as of the date of the Change of Control shall be paid/distributed as net shares of Common Stock, net of tax withholdings, as of/and within 30 days following the date of the Change of Control.
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(d)
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Special Distributions to Pay Social Security, Medicare Taxes - In the event that “earned” Incentive Stock Rights become subject to Social Security and/or Medicare taxes prior to a distribution event described in Sections 5(a)-(c) above (i.e., because the payment of the Incentive Stock Rights is no longer subject to a substantial risk of forfeiture) a partial distribution of the Incentive Stock Rights will be made to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code sections 3101, 3121(a), and 3121(v)(2) on the Employee’s “earned” Incentive Stock Rights (the “FICA Amount”). Additionally, a partial distribution of the Incentive Stock Rights will be made to pay the income tax at source on wages imposed under section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and
to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes. However, the total payment under this provision must not exceed the aggregate of the FICA Amount, and the income tax withholding related to such FICA Amount. Any subsequent amount that is paid under this Agreement will be reduced by the amount paid under this Section 5(d).
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(e)
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Special Rule for Specified Employees - Notwithstanding the foregoing, if an amount becomes payable under the above rules due to the Employee incurring a “separation from service” within the meaning of Section 409A of the Code (for this purpose, payments on account of death are not considered payments made on account of separation from service), and the Employee is a “specified employee” (within the meaning of Section 409A of the Code) as of the date of separation from service, the Employee’s “earned” Incentive Stock Rights that are vested as of the date of the Employee’s separation from service shall be paid/distributed as net shares of Common Stock (net of tax withholdings) on or after the first day of the seventh month after the Employee’s separation from service and before the 15th day of the seventh month following the date the Employee separates from service.
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(f)
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Forfeiture - All Incentive Stock Rights that have not vested as of the date any Incentive Stock Right is paid shall be forfeited; provided that any distributions under Section 5(d) shall not result in the forfeiture of any unpaid Incentive Stock Rights.
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6.
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Form of Payment. At the time specified in Section 5, Corning shall make an appropriate book-entry, for the number of shares of Common Stock equal to the number of “earned” Incentive Stock Rights that are vested (net of tax withholdings). An Employee shall have no further rights with regard to the Incentive Stock Rights once the underlying shares of Common Stock have been delivered. The number of shares of Common Stock which Corning must deliver pursuant to this Agreement shall be reduced by the value of all taxes which the Corporation is required by law to withhold by reason of such delivery.
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7.
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Voting and Dividend Rights. Because the Incentive Stock Rights do not constitute shares of Common Stock (but rather just the right to receive shares in the future upon satisfaction of the specified service based vesting conditions), the grant or vesting of Incentive Stock Rights shall not provide the Employee with any shareholder rights (such as voting or dividend rights) until the Incentive Stock Rights are converted to shares of Common Stock.
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8.
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Dividend Equivalents. The Employee’s earned and vested Incentive Stock Rights shall be credited with dividend equivalents in a manner that is consistent with the manner in which dividends are paid on shares of Common Stock. Dividend equivalents shall be accumulated over the vesting period and paid in cash at the same time that the Incentive Stock Rights are paid in Section 5. The Corporation shall establish rules and administrative processes that apply to dividend equivalents that shall be binding on the Employee. No dividend equivalents shall be paid on Incentive Stock Rights that have been forfeited or paid.
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9.
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Transfers. If the Employee is transferred from Corning to a subsidiary (being a 50% or greater owned entity), or vice versa or from one subsidiary to another, the Employee’s employment shall not be deemed to have terminated.
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10.
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Section 409A and Unfunded Plan. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and administered in accordance with that intent. If any provision of the agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. For purposes of this Agreement, “termination” , “termination date” or similar term shall mean the the date the employee “separates from service” from Corning within the meaning of Section 409A of the Internal Revenue Code. Under such definition, a period of time during which the Employee receives severance pay, but does not work, does not count as employment. This Agreement is an unfunded deferred compensation plan.
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11.
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Modification/Interpretation. Any modification of the terms of this Agreement must be approved, and any dispute, disagreement or matter of interpretation which shall arise under this Agreement shall be finally determined by the Compensation Committee of the Corning Board of Directors in its absolute discretion.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/15/19 | 4 | |||
| 3/31/19 | 10-Q | |||
| Filed on: | 2/12/16 | 4 | ||
| For Period end: | 12/31/15 | 11-K, 4, SD | ||
| List all Filings | ||||
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 |