Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.31M
2: EX-10.1 Material Contract HTML 30K
4: EX-10.10 Material Contract HTML 53K
5: EX-10.11 Material Contract HTML 52K
6: EX-10.12 Material Contract HTML 79K
7: EX-10.32 Material Contract HTML 406K
8: EX-10.35 Material Contract HTML 397K
3: EX-10.9 Material Contract HTML 51K
9: EX-21 Subsidiaries List HTML 34K
10: EX-23 Consent of Expert or Counsel HTML 30K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
21: R1 Cover HTML 92K
22: R2 Consolidated Balance Sheets HTML 155K
23: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K
24: R4 Consolidated Statements of Income and Other HTML 135K
Comprehensive Income
25: R5 Consolidated Statements of Changes in HTML 96K
Stockholders' Equity
26: R6 Consolidated Statements of Cash Flows HTML 132K
27: R7 Summary of Significant Accounting Policies HTML 88K
28: R8 Cash and Cash Equivalents HTML 37K
29: R9 Receivables Securitization Program HTML 50K
30: R10 Goodwill and Other Intangible Assets HTML 65K
31: R11 Property and Equipment HTML 44K
32: R12 Debt HTML 62K
33: R13 Customer Financing HTML 46K
34: R14 Derivative Financial Instruments HTML 58K
35: R15 Fair Value Measurements HTML 73K
36: R16 Lease Commitments HTML 46K
37: R17 Income Taxes HTML 112K
38: R18 Business Combinations HTML 32K
39: R19 Segment and Geographic Data HTML 121K
40: R20 Stockholders' Equity HTML 51K
41: R21 Stock-based Compensation HTML 95K
42: R22 Litigation HTML 42K
43: R23 Quarterly Results (Unaudited) HTML 80K
44: R24 Accumulated Other Comprehensive Loss ("Aocl") HTML 42K
45: R25 Subsequent Events HTML 33K
46: R26 Schedule II Valuation And Qualifying Accounts HTML 76K
47: R27 Summary of Significant Accounting Policies HTML 109K
(Policies)
48: R28 Summary of Significant Accounting Policies HTML 58K
(Tables)
49: R29 Cash and Cash Equivalents (Tables) HTML 36K
50: R30 Receivables Securitization Program (Tables) HTML 41K
51: R31 Goodwill and Other Intangible Assets (Tables) HTML 66K
52: R32 Property and Equipment (Tables) HTML 44K
53: R33 Debt (Tables) HTML 59K
54: R34 Customer Financing (Tables) HTML 41K
55: R35 Derivative Financial Instruments (Tables) HTML 55K
56: R36 Fair Value Measurements (Tables) HTML 65K
57: R37 Lease Commitments (Tables) HTML 48K
58: R38 Income Taxes (Tables) HTML 111K
59: R39 Segment and Geographic Data (Tables) HTML 119K
60: R40 Stockholders' Equity (Tables) HTML 40K
61: R41 Stock-based Compensation (Tables) HTML 91K
62: R42 Quarterly Results (Unaudited) (Tables) HTML 80K
63: R43 Accumulated Other Comprehensive Loss ("Aocl") HTML 41K
(Tables)
64: R44 Summary of Significant Accounting Policies - HTML 78K
Additional Information (Details)
65: R45 Summary of Significant Accounting Policies - HTML 38K
Related Party Transactions (Details)
66: R46 Summary of Significant Accounting Policies - HTML 39K
Schedule of Other Income, Net (Details)
67: R47 Summary of Significant Accounting Policies -Other HTML 39K
Non-current Assets (Details)
68: R48 Summary of Significant Accounting Policies - HTML 32K
Comprehensive Income (Details)
69: R49 Summary of Significant Accounting Policies - HTML 41K
Computation of Basic and Diluted Earnings Per
Share (Details)
70: R50 Cash and Cash Equivalents (Details) HTML 38K
71: R51 Receivables Securitization Program (Details) HTML 46K
72: R52 Receivables Securitization Program - Activity in HTML 38K
DPP Receivable (Details)
73: R53 Goodwill and Other Intangible Assets - Changes in HTML 53K
Carrying Value of Goodwill (Details)
74: R54 Goodwill and Other Intangible Assets - Balances of HTML 53K
Other Intangible Assets Excluding Goodwill
(Details)
75: R55 Goodwill and Other Intangible Assets - Additional HTML 41K
Information (Details)
76: R56 Property and Equipment - Schedule of Property and HTML 54K
Equipment (Details)
77: R57 Debt - Long-Term Debt (Details) HTML 60K
78: R58 Debt - Schedule of Debt Maturities (Details) HTML 50K
79: R59 Debt - Additional Information (Details) HTML 64K
80: R60 Customer Financing (Details) HTML 60K
81: R61 Customer Financing - Activity in DPP Receivables HTML 37K
(Details)
82: R62 Derivative Financial Instruments - Additional HTML 63K
Information (Details)
83: R63 Derivative Financial Instruments - Fair Value of HTML 43K
Interest Rate Contracts Included in Consolidated
Balance Sheets (Details)
84: R64 Derivative Financial Instruments - Effect of HTML 41K
Interest Rate Contracts and Interest Rate Swaps on
Consolidated Statements of Income and Other
Comprehensive Income (Details)
85: R65 Fair Value Measurements - Assets and Liabilities HTML 56K
Measured at Fair Value on Recurring Basis
(Details)
86: R66 Fair Value Measurements - Additional Information HTML 44K
(Details)
87: R67 Leases - Additional Information (Details) HTML 34K
88: R68 Leases - Future Maturities of Lease Liabilities HTML 49K
(Details)
89: R69 Leases - Supplemental Information Related to HTML 40K
Leases (Details)
90: R70 Income Taxes - Income From Continuing Operations HTML 40K
Before Taxes (Details)
91: R71 Income Taxes - Components of Provision for Income HTML 58K
Taxes (Details)
92: R72 Income Taxes - Additional Information (Details) HTML 51K
93: R73 Income Taxes - Components of Deferred Tax Assets HTML 73K
(Liabilities) (Details)
94: R74 Income Taxes - Summary of Effective Income Tax HTML 55K
Expense Reconciliation (Details)
95: R75 Income Taxes - Summary of Changes in Gross Amounts HTML 44K
of Unrecognized Tax Benefits (Details)
96: R76 Technology Partner Innovations, LLC ("Tpi") HTML 48K
(Details)
97: R77 Segment and Geographic Data - Additional HTML 32K
Information (Details)
98: R78 Segment and Geographic Data - Information by HTML 82K
Geographic Area (Details)
99: R79 Segment and Geographic Data - Sales Information by HTML 69K
Product (Details)
100: R80 Segment and Geographic Data - Information about HTML 59K
Reportable Segments (Details)
101: R81 Stockholders' Equity - Cash Dividends Declared and HTML 33K
Paid (Details)
102: R82 Stockholders' Equity - Additional Information HTML 73K
(Details)
103: R83 Stock-based Compensation - Additional Information HTML 134K
(Details)
104: R84 Stock-based Compensation - Summary of HTML 49K
Weighted-Average Assumptions (Details)
105: R85 Stock-based Compensation - Summary of Stock HTML 71K
Options (Details)
106: R86 Stock-based Compensation - Summary of Non-Vested HTML 67K
Restricted Stock Awards and Performance Unit
Awards (Details)
107: R87 Legal Proceedings Legal (Details) HTML 42K
108: R88 Quarterly Results (unaudited) - Summary of HTML 120K
Quarterly Results (Details)
109: R89 Accumulated Other Comprehensive Loss ("AOCL") - HTML 48K
Summary of Accumulated Other Comprehensive Income
(Loss) (Details)
110: R90 Accumulated Other Comprehensive Loss ("AOCL") - HTML 36K
Additional Information (Details)
111: R91 Subsequent Events (Details) HTML 41K
112: R92 Schedule II Valuation and Qualifying Accounts HTML 53K
(Details)
114: XML IDEA XML File -- Filing Summary XML 205K
20: XML XBRL Instance -- pdco-20210424_htm XML 2.87M
113: EXCEL IDEA Workbook of Financial Reports XLSX 138K
16: EX-101.CAL XBRL Calculations -- pdco-20210424_cal XML 248K
17: EX-101.DEF XBRL Definitions -- pdco-20210424_def XML 645K
18: EX-101.LAB XBRL Labels -- pdco-20210424_lab XML 2.08M
19: EX-101.PRE XBRL Presentations -- pdco-20210424_pre XML 1.20M
15: EX-101.SCH XBRL Schema -- pdco-20210424 XSD 211K
115: JSON XBRL Instance as JSON Data -- MetaLinks 527± 774K
116: ZIP XBRL Zipped Folder -- 0000891024-21-000006-xbrl Zip 821K
PATTERSON COMPANIES, INC. NON STATUTORY STOCK OPTION AGREEMENT PURSUANT TO PATTERSON COMPANIES, INC. AMENDED and RESTATED 2015 OMNIBUS INCENTIVE PLAN
Option No.: [Option Number]
This Non-Statutory Stock Option Agreement (the “Agreement”) is dated [Option Date] and is entered into by and between Patterson Companies, Inc., a Minnesota corporation (the “Company”), and [Employee Name] (the “Optionee”).
WITNESSETH:
1. Grant
of Option. Pursuant to the provisions of the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”) and subject to the additional terms and conditions set forth herein, Optionee has been granted on the date hereof the right and option to purchase from the Company all or a part of an aggregate of [Shares Granted] shares of Common Stock ($.01 par value) at the purchase price of [Option Price] per share (the “Option”). The Option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.
2. Terms and Conditions. It is understood and agreed that this Agreement and the Option are
subject to the following terms and conditions and to the terms and conditions of the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety. Optionee, by execution of this Agreement, acknowledges having access to a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will control. All capitalized terms in this Agreement not otherwise defined shall have the meaning(s) ascribed to them in the Plan.
a) Expiration Date. The Option shall expire ten years after the date hereof.
b) Exercise
of Option. The Option shall become exercisable according to the Vesting Date(s) as shown on the attached Schedule. The Option shall be exercisable only in accordance with the provisions of the Plan. As set forth in Section 15.2 of the Plan, if Optionee's employment with the Company or a Subsidiary terminates as a result of Optionee's Retirement prior to the Option becoming fully exercisable, the Option will be unaffected by such Retirement, so that the requirement to remain in continuous employment with the Company or a Subsidiary in order for the Option to become exercisable shall be disregarded.
c) Payment of Purchase Price Upon Exercise. At the time
of any exercise, the purchase price of the shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 6.5 of
EXHIBIT 10.9
the Plan, the Board of Directors shall permit payment of the purchase price in another manner.
d) Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, whether voluntarily or involuntarily, other than by will or by the laws of descent or distribution, or as otherwise provided under Section
18.4 of the Plan.
e) No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to any shares of Common Stock subject to this Option prior to the date of issuance to him or her of such shares of Common Stock.
f) No Right to Continued Status as an Employee. This Option shall not confer upon Optionee any right with respect to continued status as an employee of the Company, nor shall it interfere in any way with the right of the Company to terminate his or her status as an employee at any time.
3. Investment
Representation. As a condition to the exercise of the Option, the Company may require the person exercising the Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such shares of Common Stock, if, in the opinion of counsel for the Company, such a representation is required by any relevant provisions of law. The shares of Common Stock may be issued with appropriate legends on stock certificates representing the shares of Common Stock, and the Company may place stop transfer orders with respect to the shares of Common Stock.
4. Optionee
Agreements. In exchange for and by accepting the Option grant set forth herein, Optionee agrees as follows:
a) Non-competition and Notification. During Optionee's employment with the Company and for a period of eighteen (18) months following the voluntary or involuntary termination of Optionee's employment for whatever reason (the “Restricted Period”), Optionee agrees not to directly or indirectly engage in, be interested in, or be employed by, anywhere in the United States, Canada, the United Kingdom or any additional geographic markets the Company enters, any direct competitor of the
Company (including, without limitation, Henry Schein, Inc., Benco Dental Supply Company, Burkhart Dental Supply Co., Amazon.com, Inc., MWI Veterinary Supply, Inc., AmerisourceBergen Corp. and Covetrus, Inc.) or any other business which offers, markets or sells any service or product that competes indirectly with any services or products of the Company (a “Competing Business”). By way of example, but not by way of limitation, any service or product that competes directly or indirectly with any services or products of the Company includes dental services, dental products, animal health services and animal health products. For purposes of this provision, Optionee shall be deemed to be interested in a Competing Business if Optionee is engaged or interested
in such Competing Business as a stockholder, director, officer, employee,
EXHIBIT 10.9
salesperson, sales representative, agent, partner, individual proprietor, consultant, or otherwise, but not if such interest in the Competing Business is limited solely to the ownership of 2% or less of the equity or debt securities of any class of a corporation whose shares are listed for trading on a national securities exchange or traded in the over-the-counter market.
In the event that Optionee obtains new employment prior to expiration of the Restricted Period, Optionee shall: (i) disclose this Agreement to Optionee's new employer prior to beginning the employment; and (ii) notify the
Company of the identity of Optionee's new employer within seven (7) days after accepting any offer of employment by sending a written notification to the Company.
Optionee agrees that the foregoing restrictions are in consideration of the consideration offered in this Agreement, and that the restrictions are reasonable and necessary for the purpose of protecting the Company's legitimate business interests. Optionee agrees that the scope of the business of the Company is independent of the location (such that it is not practical to limit the restrictions contained herein to a specific state, city or part thereof) and therefore acknowledges and agrees that the geographic
scope of this restriction throughout the United States, Canada and the United Kingdom is reasonable and necessary.
b) Non-Solicitation of Customers, Suppliers, or Distributors. Optionee agrees that during Optionee's employment with the Company and during the Restricted Period, Optionee shall not directly or indirectly, whether individually or as an owner, agent, representative, consultant or employee, participate or assist any individual or business entity to solicit or encourage any customer, supplier, or distributor of the Company to (i) do business that could be done with the
Company with any person or entity other than the Company or (ii) terminate or otherwise modify adversely its business relationship with the Company.
c) Non-Solicitation of Employees. Optionee agrees that during Optionee's employment with the Company and during the Restricted Period, Optionee shall not directly or indirectly, whether individually or as an owner, agent, representative, consultant or employee, participate or assist any individual or business entity to solicit, employ or conspire with others to employ any of the
Company's employees. The term “employ” for purposes of this Section 4(c) means to enter into an arrangement for services as a full-time or part-time employee, independent contractor, agent or otherwise. Notwithstanding the foregoing, any general advertisement or public solicitation that is not directed specifically to employees of the Company shall not constitute a breach of this Section 4(c).
d) Remedy. If Optionee breaches any of Optionee's obligations set forth in this Section 4, all unvested, and all vested but unexercised, Options granted under this Agreement shall be immediately canceled and forfeited and any rights thereto shall become null and void. Optionee also agrees to immediately return to the
EXHIBIT
10.9
Company any shares of Common Stock issued to Optionee upon exercise of any Options granted hereunder which are still under Optionee's control and to promptly reimburse to the Company the Fair Market Value (as measured on the exercise date of the Option with appreciation, if any, through the repayment date) of any such shares that are no longer under Optionee's control. The Company shall also be entitled to enforce the terms of this Section 4 and Optionee further agrees that the remedy of damages at law for breach by Optionee of any of the covenants and obligations contained in this Section 4 is an inadequate remedy. In recognition of the irreparable harm that a violation by Optionee of the covenants and obligations in this Section 4 would cause
the Company, or any company with which the Company has a business relationship, Optionee agrees that if Optionee breaches or proposes to breach, any provision of this Section 4, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach or proposed breach without showing or proving any actual damage to the Company, it being understood by Optionee and the Company that both damages and equitable relief shall be proper modes of relief and are not to
be considered alternative remedies.
e) Class Action Waiver and Arbitration Agreement. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. Optionee and the Company agree to arbitrate solely on an individual basis, and that the agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate
more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
f) Reasonable and Necessary. Optionee agrees that the covenants provided for in this Section 4 are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company's customer and client relationships and competitive advantage would be materially adversely affected. Optionee
agrees that the provisions of this Section 4 are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants with the Company to which Optionee may be bound. Optionee further acknowledges that the restrictions contained in this Section 4 shall not impose an undue hardship on Optionee since Optionee has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Optionee of Optionee's
EXHIBIT 10.9
livelihood.
In exchange for Optionee agreeing to be bound by these reasonable and necessary covenants, the Company is providing Optionee with the benefits as set forth in this Agreement. Optionee acknowledges and agrees that these benefits constitute full and adequate consideration for Optionee's obligations hereunder.
g) Severability and Blue Penciling. To the extent that any provision of this Section 4 shall be determined to be invalid or unenforceable as written, the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If any particular provision of this Section 4 shall be adjudicated to be invalid or unenforceable, the
Company and Optionee specifically authorize the tribunal making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy. Optionee expressly stipulates that this Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.
h) Company Defined. For purposes of this Section 4, “Company” shall mean Patterson Companies, Inc., its affiliated and related entities, and any of their respective direct or indirect subsidiaries.
i) Survival.
Notwithstanding any termination of this Agreement or Optionee's employment with the Company, whether or not the Options granted hereunder have in whole or in part vested or been exercised at that time, Optionee shall remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Optionee's employment.
5. Notices. Any notice to the Company shall be addressed to it at its principal executive offices, located at 1031 Mendota Heights Road, St. Paul, Minnesota55120. Any notice to Optionee shall be addressed to him or her at the current home address on record with the Company.
6. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota without regard to choice of law principles.
7. Company's Insider Trading Policy Acknowledgement. Optionee acknowledges that Optionee has received, or has had access to, the Company's Securities Trading and Information Disclosure Policy effective as of September
17, 2019, or any subsequent version or iteration of such policy (the “Insider Trading Policy”). Optionee acknowledges, agrees and understands that any purchase or sale of shares of Common Stock, including any shares of Common Stock issued in connection with this Option, or any attempted sale or transfer of the Option, are subject to and governed by the provisions of the Insider Trading Policy. By executing this Agreement or accepting this Option, Optionee agrees to abide by and follow such the terms of the Insider Trading Policy.
EXHIBIT 10.9
The Company has caused this Agreement to be executed by a duly authorized officer. Optionee has agreed to accept and execute this Agreement
electronically using the grant acceptance procedures on Optionee's E*TRADE Financial Services account.
EXHIBIT 10.9
Stock Options
Vesting Schedule
Vesting Date
%
Vesting Date 1
33.3%
Vesting
Date 2
33.3%
Vesting Date 3
33.4%
100%
Dates Referenced Herein and Documents Incorporated by Reference
