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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 First American Financial Corp. 10-K 12/31/23 153:30M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 6.20M
5: EX-10.5(7) Material Contract HTML 64K
6: EX-10.5(8) Material Contract HTML 80K
7: EX-10.5(9) Material Contract HTML 91K
2: EX-10.6 Material Contract HTML 92K
3: EX-10.7 Material Contract HTML 93K
4: EX-10.8 Material Contract HTML 92K
8: EX-21 Subsidiaries List HTML 47K
9: EX-23 Consent of Expert or Counsel HTML 42K
14: EX-97 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
10: EX-31.(A) Certification -- §302 - SOA'02 HTML 47K
11: EX-31.(B) Certification -- §302 - SOA'02 HTML 47K
12: EX-32.(A) Certification -- §906 - SOA'02 HTML 45K
13: EX-32.(B) Certification -- §906 - SOA'02 HTML 44K
16: R1 Document and Entity Information HTML 116K
17: R2 Consolidated Balance Sheets HTML 175K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K
19: R4 Consolidated Statements of Income HTML 142K
20: R5 Consolidated Statements of Income (Parenthetical) HTML 43K
21: R6 Consolidated Statements of Comprehensive Income HTML 83K
22: R7 Consolidated Statements of Equity HTML 111K
23: R8 Consolidated Statements of Cash Flows HTML 167K
24: R9 Pay vs Performance Disclosure HTML 54K
25: R10 Insider Trading Arrangements HTML 48K
26: R11 Basis of Presentation and Significant Accounting HTML 148K
Policies
27: R12 Statutory Restrictions on Investments and HTML 50K
Stockholders' Equity
28: R13 Debt Securities HTML 504K
29: R14 Equity Securities HTML 106K
30: R15 Allowance for Credit Losses - Accounts Receivable HTML 57K
31: R16 Property and Equipment HTML 66K
32: R17 Leases HTML 176K
33: R18 Goodwill HTML 77K
34: R19 Other Intangible Assets HTML 83K
35: R20 Deposits HTML 70K
36: R21 Reserve for Known and Incurred but Not Reported HTML 361K
Claims
37: R22 Notes and Contracts Payable HTML 91K
38: R23 Net Investment Income HTML 80K
39: R24 Income Taxes HTML 239K
40: R25 Earnings Per Share HTML 79K
41: R26 Employee Benefit Plans HTML 182K
42: R27 Fair Value Measurements HTML 322K
43: R28 Share-Based Compensation Plans HTML 85K
44: R29 Stockholders' Equity HTML 51K
45: R30 Accumulated Other Comprehensive Income (Loss) HTML 251K
("Aoci")
46: R31 Litigation and Regulatory Contingencies HTML 47K
47: R32 Segment Financial Information HTML 254K
48: R33 Summary Of Investments-Other Than Investments In HTML 123K
Related Parties
49: R34 Condensed Financial Statements (Parent Company) HTML 265K
50: R35 Supplementary Insurance Information HTML 180K
51: R36 Reinsurance HTML 109K
52: R37 Valuation And Qualifying Accounts HTML 205K
53: R38 Basis of Presentation and Significant Accounting HTML 214K
Policies (Policies)
54: R39 Debt Securities (Tables) HTML 502K
55: R40 Equity Securities (Tables) HTML 104K
56: R41 Allowance for Credit Losses - Accounts Receivable HTML 56K
(Tables)
57: R42 Property and Equipment (Tables) HTML 65K
58: R43 Leases (Tables) HTML 184K
59: R44 Goodwill (Tables) HTML 79K
60: R45 Other Intangible Assets (Tables) HTML 83K
61: R46 Deposits (Tables) HTML 70K
62: R47 Reserve for Known and Incurred but Not Reported HTML 363K
Claims (Tables)
63: R48 Notes and Contracts Payable (Tables) HTML 83K
64: R49 Net Investment Income (Tables) HTML 81K
65: R50 Income Taxes (Tables) HTML 226K
66: R51 Earnings Per Share (Tables) HTML 77K
67: R52 Employee Benefit Plans (Tables) HTML 179K
68: R53 Fair Value Measurements (Tables) HTML 308K
69: R54 Share-Based Compensation Plans (Tables) HTML 79K
70: R55 Accumulated Other Comprehensive Income (Loss) HTML 254K
("Aoci") (Tables)
71: R56 Segment Financial Information (Tables) HTML 253K
72: R57 Basis of Presentation and Significant Accounting HTML 158K
Policies (Narrative) (Detail)
73: R58 Statutory Restrictions on Investments and HTML 57K
Stockholders' Equity (Narrative) (Detail)
74: R59 Debt Securities (Investments in Debt Securities, HTML 78K
Classified as Available-For-Sale) (Detail)
75: R60 Debt Securities (Sales of Debt Securities) HTML 49K
(Narrative) (Detail)
76: R61 Debt Securities (Gross Unrealized Losses on HTML 91K
Investments in Debt Securities) (Detail)
77: R62 Debt Securities (Investments in Debt Securities by HTML 115K
Contractual Maturity) (Detail)
78: R63 Debt Securities (Composition of Debt Securities HTML 105K
Portfolio by Credit Rating Agencies) (Detail)
79: R64 Debt Securities (Composition of Debt Securities HTML 64K
Portfolio by Credit Rating Agencies) (Narrative)
(Detail)
80: R65 Debt Securities (Composition of Debt Securities HTML 107K
Portfolio in Unrealized Loss Position by Credit
Rating Agencies) (Detail)
81: R66 Equity Securities - (Summary of Investments in HTML 51K
Equity Securities, by Classification) (Detail)
82: R67 Equity Securities - (Summary of Investments in HTML 54K
Marketable Equity Securities) (Detail)
83: R68 Equity Securities (Narrative) (Detail) HTML 97K
84: R69 Equity Securities - (Summary of Changes in HTML 53K
Carrying Amount of Non Marketable Equity
Securities) (Detail)
85: R70 Allowance for Credit Losses - Summary of Allowance HTML 49K
for Credit Losses on Accounts Receivables
(Details)
86: R71 Property and Equipment (Schedule of Property and HTML 60K
Equipment) (Detail)
87: R72 Leases - Summary of Lease Assets and Liabilities HTML 59K
(Detail)
88: R73 Leases - Summary of Components of Lease Expense HTML 66K
(Detail)
89: R74 Leases - Schedule of Future Minimum Lease Payments HTML 99K
Under Operating and Finance Lease with
Noncancelable Lease Terms (Detail)
90: R75 Leases - Schedule of Information Related to Lease HTML 53K
Terms and Discount Rate (Detail)
91: R76 Leases - Schedule of Cash Flow Information Related HTML 53K
to Lease Liabilities (Detail)
92: R77 Goodwill (Carrying Amount of Goodwill by HTML 65K
Reportable Segment) (Detail)
93: R78 Other Intangible Assets - Schedule of Other HTML 63K
Intangible Assets (Detail)
94: R79 Other Intangible Assets - Narrative) (Detail) HTML 44K
95: R80 Other Intangible Assets - Estimated Amortization HTML 53K
Expense for Finite-Lived Intangible Assets
(Detail)
96: R81 Deposits (Escrow, Mortgage Subserving, and Other HTML 55K
Deposits) (Detail)
97: R82 Reserve for Known and Incurred but Not Reported HTML 61K
Claims (Activity in Reserve for Known and Incurred
but Not Reported Claims) (Detail)
98: R83 Reserve for Known and Incurred but Not Reported HTML 50K
Claims (Narrative) (Detail)
99: R84 Reserve for Known and Incurred but Not Reported HTML 63K
Claims (Summary of Loss Reserves) (Detail)
100: R85 Reserve for Known and Incurred but Not Reported HTML 110K
Claims - Summary of Incurred and Paid Claims
Development Net of Reinsurance (Detail)
101: R86 Reserve for Known and Incurred but Not Reported HTML 55K
Claims - Reconciliation of the Net Incurred and
Paid Claims Development Tables to the Liability
for Claims and Claim Adjustment Expense (Detail)
102: R87 Reserve for Known and Incurred but Not Reported HTML 46K
Claims - Schedule of Supplementary Information
about Average Historical Claims (Detail)
103: R88 Notes and Contracts Payable (Schedule of Notes and HTML 70K
Contracts Payable) (Detail)
104: R89 Notes and Contracts Payable (Schedule of Notes and HTML 76K
Contracts Payable) (Parenthetical) (Detail)
105: R90 Notes and Contracts Payable (Narrative) (Detail) HTML 74K
106: R91 Notes and Contracts Payable (Aggregate Annual HTML 61K
Maturities of Notes and Contracts Payable)
(Detail)
107: R92 Net Investment Income (Schedule of Net Investment HTML 64K
Income) (Detail)
108: R93 Income Taxes (Narrative) (Detail) HTML 95K
109: R94 Income Taxes - Summary of Tax Expenses (Detail) HTML 68K
110: R95 Income Taxes - Schedule of Effective Income Tax HTML 87K
Rate Reconciliation (Detail)
111: R96 Income Taxes - Net Deferred Tax Liability (Detail) HTML 88K
112: R97 Income Taxes - Changes In Unrecognized Tax HTML 53K
Benefits (Detail)
113: R98 Earnings Per Share (Schedule of Earnings Per HTML 78K
Share) (Detail)
114: R99 Earnings Per Share (Schedule of Earnings Per HTML 47K
Share) (Parenthetical) (Detail)
115: R100 Earnings Per Share (Narrative) (Detail) HTML 48K
116: R101 Employee Benefit Plans (Narrative) (Detail) HTML 74K
117: R102 Employee Benefit Plans (Principal Components of HTML 56K
Employee Benefit Costs) (Detail)
118: R103 Employee Benefit Plans (Company's Benefit HTML 83K
Obligations and Funded Status) (Detail)
119: R104 Employee Benefit Plans (Net Periodic Benefit HTML 57K
Costs) (Detail)
120: R105 Employee Benefit Plans (The Weighted-Average HTML 49K
Discount Rate Assumptions Used to Determine Net
Periodic Benefit Costs) (Detail)
121: R106 Employee Benefit Plans (The Weighted-Average HTML 45K
Discount Rate Assumptions Used to Determine the
Projected Benefit Obligations) (Detail)
122: R107 Employee Benefit Plans (Benefit Payments) (Detail) HTML 54K
123: R108 Fair Value Measurements - Fair Value of Assets HTML 112K
Measured on Recurring Basis (Details)
124: R109 Fair Value Measurements (Narrative) (Details) HTML 61K
125: R110 Fair Value Measurements - Carrying Amounts and HTML 75K
Estimated Fair Values of Financial Instruments Not
Measured at Fair Value (Details)
126: R111 Fair Value Measurements - Summary of Assets HTML 61K
Measured at Fair Value on Non Recurring Basis
(Details)
127: R112 Fair Value Measurements - Summary of Assets HTML 47K
Measured at Fair Value on Non Recurring Basis
(Parenthetical) (Details)
128: R113 Fair Value Measurements - Summary of Valuation HTML 55K
Techniques and Significant Unobservable Inputs
Used in Measuring Fair Value of Non-Marketable
Equity Securities (Details)
129: R114 Share-Based Compensation Plans (Narrative) HTML 91K
(Detail)
130: R115 Share-Based Compensation (Costs Associated with HTML 59K
Share-Based Compensation Plans) (Detail)
131: R116 Share-Based Compensation (Summary of RSU and PSRU HTML 61K
Activity) (Detail) - RSUs
132: R117 Stockholders' Equity (Narrative) (Detail) HTML 52K
133: R118 Accumulated Other Comprehensive Income (Loss) HTML 93K
(AOCI) - Components of Accumulated Other
Comprehensive Income (Loss) (Detail)
134: R119 Accumulated Other Comprehensive Income (Loss) - HTML 74K
Other Comprehensive Income (Loss) Reclassification
Adjustments (Detail)
135: R120 Accumulated Other Comprehensive Income (Loss) - HTML 68K
Reclassifications Out of AOCI) (Detail)
136: R121 Segment Financial Information (Schedule of HTML 100K
Selected Financial Information) (Detail)
137: R122 Segment Financial Information (Schedule of Total HTML 58K
Revenues From External Customers And Long-Lived
Assets) (Detail)
138: R123 Schedule I - Summary Of Investments - Other Than HTML 83K
Investments In Related Parties (Detail)
139: R124 Schedule II - Condensed Balance Sheets Parent HTML 161K
Company (Detail)
140: R125 Schedule II - Condensed Balance Sheets Parent HTML 62K
Company (Parenthetical) (Detail)
141: R126 Schedule II - Condensed Statements of Income HTML 100K
Parent Company (Detail)
142: R127 Schedule II - Condensed Statements of HTML 90K
Comprehensive Income Parent Company (Detail)
143: R128 Schedule II - Condensed Statements of Cash Flows HTML 85K
Parent Company (Detail)
144: R129 Schedule II - Notes to Condensed Financial HTML 44K
Statements Parent Company (Detail)
145: R130 Schedule III - Balance Sheet Captions (Detail) HTML 60K
146: R131 Schedule III - Income Statement Captions (Detail) HTML 74K
147: R132 Schedule IV - Reinsurance (Detail) HTML 68K
148: R133 Schedule V - Valuation And Qualifying Accounts HTML 68K
(Detail)
150: XML IDEA XML File -- Filing Summary XML 300K
153: XML XBRL Instance -- faf-20231231_htm XML 8.51M
149: EXCEL IDEA Workbook of Financial Report Info XLSX 305K
15: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.66M
Linkbases Document -- faf-20231231
151: JSON XBRL Instance as JSON Data -- MetaLinks 942± 1.52M
152: ZIP XBRL Zipped Folder -- 0000950170-24-017418-xbrl Zip 1.81M
| EX-10.5(9) |
Exhibit 10.5.9
[Employee]
Notice of Performance Restricted Stock Unit Grant
Participant: |
[Participant Name] |
Company: |
First American Financial Corporation |
Notice: |
You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto. |
Type of Award: |
Performance Restricted Stock Units (“PRSUs”) |
Plan: |
First American Financial Corporation 2020 Incentive Compensation Plan |
Grant: |
Date of Grant: [Grant Date] Number of Shares Underlying Target Performance Restricted Stock Units: [Number of target shares Granted] (the “Target PRSUs”)
The Award represents the right to receive shares of common stock of the Company, par value $.00001 per share (“Shares”), in an amount from 0% to 200% of the Target PRSUs. Your right to receive settlement of the Award shall vest and become earned and nonforfeitable upon (i) your satisfaction of the Service Requirement (as defined below) and (ii) the level of achievement of the Performance Goal (as defined below). Target PRSUs that become earned upon satisfaction of the Service Requirement and the Performance Goal are referred to herein as “Earned PRSUs.” |
Performance Period: |
|
Service Requirement: |
Except as otherwise provided in the Performance Restricted Stock Unit Award Agreement, you must not experience a Termination prior to the third anniversary of the Date of Grant. |
Performance Goal: |
The “Performance Goal” for the Performance Period shall be the Company’s Total Shareholder Return (as defined below) ranking as of the end of the Performance Period relative to the Total Shareholder Return rankings as of the end of the Performance Period of the companies in the S&P MidCap 400 Index (the “Index”), with the number of Earned PRSUs equal to the number of Target PRSUs multiplied by the applicable percentage set forth in the following table: |
Performance Level |
rTSR Rank(1) |
Payout(2) |
Below Threshold |
<25th Percentile |
0% |
Threshold |
25th Percentile |
50% |
Target |
50th Percentile |
100% |
Maximum |
75th Percentile |
200% |
Rejection: |
If you wish to accept this Performance Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com/firstamerican and follow the steps outlined under the “Accept Grant” link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Performance Restricted Stock Unit Award. |
[Employee]
Performance Restricted Stock Unit Award Agreement
This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Performance Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between First American Financial Corporation (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan.
For purposes of this Agreement, “Cause,” shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company, its Subsidiaries or its Affiliates; (ii) the Participant’s willful breach of any fiduciary duty to the Company, its Subsidiaries or its Affiliates; (iii) the Participant’s willful failure or refusal to comply with laws or regulations applicable to the Company, its Subsidiaries or its Affiliates and their businesses or the policies of the Company, its Subsidiaries and its Affiliates governing the conduct of its employees or directors; (iv) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) the Participant’s refusal to perform the Participant’s job duties or to perform reasonable specific directives of the Participant’s supervisor or designee, or the senior officers or Board of Directors of the Company; or (vi) any gross negligence or willful misconduct of the Participant resulting in loss to the Company, its Subsidiaries or its Affiliates, or damage to the reputation of the Company, its Subsidiaries or its Affiliates.
For purposes of this Agreement, “Normal Retirement” means Termination of the Participant, other than for Cause, after the Participant has reached 60 years of age.
Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, a contingent right to receive the number of shares of common stock of the Company, par value $.00001 per share (“Shares”), in an amount from 0% to 200% of the Target PRSUs set forth in the Grant Notice.
Each Target PRSU shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Target PRSU during the period from the Date of Grant to the date such Share, if any, is delivered in accordance with Section 6. Any such Dividend Equivalent shall be deemed reinvested in additional Target PRSUs immediately upon the related dividend’s payment date, based on the then-current Fair Market Value (rounded down to the nearest whole number), and shall be subject to the Service Requirement and the Performance Goal applicable to the Target PRSU on which such Dividend Equivalent is paid. Any such conversion of Dividend Equivalents shall be conclusively determined by the Committee. The Shares underlying the Target PRSUs into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6 to the extent they become Earned PRSUs.
Subject to the terms of the Plan and the remaining provisions of this Section 4, all PRSUs for which the Service Requirement has not been satisfied prior to the date of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary:
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PRSUs shall not be considered Shares and neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the PRSUs, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement.
(a) Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the earlier of the delivery of Shares with respect to the PRSUs or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, the Participant engages in Detrimental Activity, such PRSUs shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and the earning of Earned PRSUs and delivery of Shares with respect to Earned PRSUs shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter.
(b) For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant’s employment with the Company and/or its Subsidiaries and Affiliates relating to the business affairs of the Company or any such Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with the Company, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or
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indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, in each case as determined by the Committee in its good faith discretion. Nothing in this Agreement prevents the Participant, however, from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Participant has reason to believe is unlawful.
The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not limited to, the grant, vesting or settlement of the PRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Earned PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company on the Participant’s behalf pursuant to this authorization without further consent; (iii) withholding in Shares to be issued upon settlement of the Earned PRSUs; or (iv) any other method permitted by the Company.
Notwithstanding the foregoing, if the Participant is an officer of the Company who is subject to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event, as applicable, by withholding in Shares to be issued upon settlement of the Earned PRSUs pursuant to method (iii), unless the Board or the Committee determines in its discretion that the obligation for Tax-Related Items must be satisfied by one or a combination of methods (i), (ii), (iii), and (iv) above.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Participant acknowledges that, if the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant may be deemed to have been issued the full number of Shares subject to the Earned PRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
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Notwithstanding anything in this Section 9 to the contrary, to avoid a prohibited acceleration under U.S. Code Section 409A, if Shares subject to Earned PRSUs will be withheld (or sold on the Participant’s behalf) to satisfy any Tax Related Items arising prior to the date of settlement of the Earned PRSUs for any portion of the Earned PRSUs that is considered nonqualified deferred compensation subject to U.S. Code Section 409A, then the number of Shares withheld (or sold on the Participant’s behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.
None of the PRSUs nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Company or any Subsidiary or Affiliate for any period, nor restrict in any way the right of the Company or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant’s employment at any time for any reason. For the avoidance of doubt, this Section 10 is not intended to amend or modify any other agreement, including any employment agreement, that may be in existence between the Participant and the Company or any Subsidiary or Affiliate.
In consideration for this Award, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on Fidelity NetBenefits® at www.netbenefits.com/firstamerican under Plan Information and Documents. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.
(a) Notwithstanding any other provision of the Plan or this Agreement, the PRSUs and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.
(b) It is intended that the Shares received in respect of Earned PRSUs shall have been registered under the Securities Act. If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.
(c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or
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distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.
(d) To the extent provided by the First American Financial Corporation Policy Governing the Recovery of Certain Incentive Compensation (the “Clawback Policy”), any Company Arrangement or any plan or policy, including any other clawback policy, in any case reasonably adopted by the Company from time to time, Shares or PRSUs awarded under this Agreement shall be subject to clawback, forfeiture, recoupment or similar requirement. For purposes of this Section, “Company Arrangement” shall mean any employment agreement with the Company or any of its current or future subsidiaries, affiliates or other related companies (each a “Related Company”); the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan; any stock option, restricted stock, stock appreciation right or other equity compensation plan of the Company or any Related Company (including, without limitation, the Plan); any pension plan and pension restoration plan of the Company or any Related Company; any deferred compensation plan of the Company or any Related Company; any other employee benefit plan of the Company or any Related Company; any change-of-control or similar agreement to which the Company and/or any Related Party and the Participant are parties; any Confidential Information and Inventions Agreement between the Company and the Participant; and any amendment, restatement or successor to any of the foregoing.
All notices by the Participant or the Participant’s assignees shall be addressed to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records.
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
The Participant acknowledges that any income derived from the PRSUs shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate. Dividend Equivalents paid on Earned PRSUs shall not be deemed to be “Covered Compensation” under such plans.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the PRSUs and on any Shares acquired under the Plan, to the extent the Company
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determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
FIRST AMERICAN FINANCIAL CORPORATION
By:______________________________
Name:
Title:
Date: [Grant Date]
Acknowledged and agreed as of the Date of Grant:
Printed Name: [Participant Name]
Date: [Acceptance Date]
[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY]
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/26 | ||||
| Filed as of: | 2/21/24 | |||
| Filed on: | 2/20/24 | |||
| 1/1/24 | ||||
| For Period end: | 12/31/23 | 13F-HR | ||
| List all Filings | ||||