Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.15M
2: EX-3.3 Amendment No. 2 to the Amended and Restated HTML 46K
Certificate of Incorporation
3: EX-4.3 First Supplemental Indenture HTML 56K
5: EX-10.17 Amendment No. 2 to the Stockholders Agreement HTML 67K
6: EX-10.23 Amendment No. 5 to the Advisory Agreement HTML 50K
7: EX-10.27 Tad (Team Achievement Dividend) Plan HTML 69K
8: EX-10.31 Amendment No. 4 to the Toys "R" Us, Inc. 2010 HTML 44K
Incentive Plan
9: EX-10.43 Time-Based Nonqualified Stock Option Agreement of HTML 137K
Toys "R" Us, Inc.
10: EX-10.44 Leadership Team Cash Ltip Award Agreement of Toys HTML 69K "R" Us, Inc.
4: EX-10.5 Second Amended and Restated Syndicated Facility HTML 2.23M
Agreement
11: EX-10.51 Employment Agreement Between Toys "R" Us, Inc. and HTML 132K
Richard Barry
12: EX-10.52 Letter Agreement Between Toys "R" Us, Inc. and HTML 45K
Richard Barry
14: EX-21 Subsidiaries of the Registrant as of January 30, HTML 57K
2016
15: EX-24 Power of Attorney HTML 49K
13: EX-12 Computation of Historical Ratios of Earnings to HTML 62K
Fixed Charges
16: EX-31.1 Certification of CEO Pursuant to Rule 13A-14(A) HTML 48K
and Rule 15D-14(A)
17: EX-31.2 Certification of CFO Pursuant to Rule 13A-14(A) HTML 48K
and Rule 15D-14(A)
18: EX-32.1 Certification of CEO Pursuant to Section 906 HTML 43K
19: EX-32.2 Certification of CFO Pursuant to Section 906 HTML 43K
26: R1 Document and Entity Information Document HTML 69K
27: R2 Consolidated Statements of Operations HTML 83K
28: R3 Consolidated Statement of Comprehensive Income HTML 68K
29: R4 Consolidated Balance Sheets HTML 128K
30: R5 Consolidated Balance Sheets (Parentheticals) HTML 49K
31: R6 Consolidated Statements of Cash Flows HTML 161K
32: R7 Consolidated Statements of Stockholders? (Deficit) HTML 88K
Equity
33: R8 Summary of Significant Accounting Policies HTML 171K
34: R9 Short-Term Borrowings and Long-Term Debt HTML 218K
35: R10 Derivative Instruments and Hedging Activities HTML 213K
36: R11 Fair Value Measurements HTML 132K
37: R12 Property and Equipment HTML 81K
38: R13 Accounts Payable, Accrued Expenses and Other HTML 71K
Current Liabilities
39: R14 Stock-Based Compensation HTML 169K
40: R15 Accumulated Other Comprehensive Income HTML 74K
41: R16 Leases HTML 81K
42: R17 Income Taxes HTML 195K
43: R18 Segments HTML 217K
44: R19 Defined Benefit Pension Plans HTML 202K
45: R20 Other Employee Retirement and Compensation HTML 48K
Benefits
46: R21 Litigation and Legal Proceedings HTML 46K
47: R22 Commitments and Contingencies HTML 47K
48: R23 Related Party Transactions HTML 70K
49: R24 Acquisitions HTML 53K
50: R25 Recent Accounting Pronouncements HTML 68K
51: R26 Schedule I - Parent Company Information HTML 284K
52: R27 Summary of Significant Accounting Policies HTML 270K
(Policies)
53: R28 Summary of Significant Accounting Policies HTML 94K
(Tables)
54: R29 Short-Term Borrowings and Long-Term Debt (Tables) HTML 98K
55: R30 Derivative Instruments and Hedging Activities HTML 203K
(Tables)
56: R31 Fair Value Measurements (Tables) HTML 122K
57: R32 Property and Equipment (Tables) HTML 79K
58: R33 Accounts Payable, Accrued Expenses and Other HTML 71K
Current Liabilities (Tables)
59: R34 Stock-Based Compensation (Tables) HTML 272K
60: R35 Accumulated Other Comprehensive Income (Tables) HTML 70K
61: R36 Leases (Tables) HTML 70K
62: R37 Income Taxes (Tables) HTML 191K
63: R38 Segments (Tables) HTML 221K
64: R39 Defined Benefit Pension Plans (Tables) HTML 210K
65: R40 Related Party Transactions (Tables) HTML 56K
66: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 204K
Narrative (Details)
67: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 45K
Fiscal Years (Details)
68: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cost HTML 45K
of Sales and Selling, General & Administrative
Expenses (Details)
69: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 59K
Income, Net (Details)
70: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 56K
Temporary Equity - Noncontrolling Interest
(Details)
71: R46 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - HTML 979K
Narrative (Details)
72: R47 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - HTML 151K
Consolidated Short-term borrowings and Long-term
debt (Details)
73: R48 SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Annual HTML 60K
Maturities of Short-term borrowings and Long-term
debt (Details)
74: R49 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 96K
Narrative (Details)
75: R50 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 73K
Schedule of Outstanding Interest Rate Contracts
(Details)
76: R51 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 52K
Schedule of Outstanding Foreign Exchange Contracts
(Details)
77: R52 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 61K
Net Impact of the Effective Portion of Derivatives
Designated as Cash Flow Hedges on Accumulated
Other Comprehensive Income (Loss) (Details)
78: R53 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 78K
Impact of Derivatives on Interest Expense
(Details)
79: R54 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 80K
Schedule of Notional Amounts and Related Fair
Values of Derivatives (Details)
80: R55 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 53K
81: R56 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 69K
Measured at Fair Value on a Recurring Basis
(Details)
82: R57 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 58K
Measured at Fair Value on a Nonrecurring Basis
(Details)
83: R58 FAIR VALUE MEASUREMENTS - Schedule of Fair Value, HTML 53K
Long-term Debt (Details)
84: R59 PROPERTY AND EQUIPMENT - Narrative (Details) HTML 52K
85: R60 PROPERTY AND EQUIPMENT - Property, Plant and HTML 89K
Equipment (Details)
86: R61 PROPERTY AND EQUIPMENT - Disclosure of Long Lived HTML 48K
Assets Held-for-sale (Details)
87: R62 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER HTML 48K
CURRENT LIABILITIES - Narrative (Details)
88: R63 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER HTML 79K
CURRENT LIABILITIES - Schedule of Accounts Payable
and Accrued Liabilities (Details)
89: R64 STOCK-BASED COMPENSATION - Narrative (Details) HTML 199K
90: R65 STOCK-BASED COMPENSATION - Weighted Average HTML 62K
Valuation Assumptions (Details)
91: R66 STOCK-BASED COMPENSATION - Summary of Service HTML 85K
Based Option Activity (Details)
92: R67 STOCK-BASED COMPENSATION - Summary of Nonvested HTML 65K
Restricted Share and Restricted Unit Activity
(Details)
93: R68 STOCK-BASED COMPENSATION - Summary of Stock Based HTML 50K
Compensation Expense Recognized in Selling,
General and Administration and the Tax Benefit
Recognized in Income Tax (Benefit) Expense
(Details)
94: R69 ACCUMULATED OTHER COMPREHENSIVE INCOME - Schedule HTML 71K
of Accumulated Other Comprehensive Income (Loss)
(Details)
95: R70 LEASES - Narrative (Details) HTML 63K
96: R71 LEASES - Schedule of Future Minimum Rental HTML 99K
Payments for Operating Leases and Capital Leases
(Details)
97: R72 INCOME TAXES - Narrative (Details) HTML 110K
98: R73 INCOME TAXES - Earnings before Income Taxes HTML 48K
(Details)
99: R74 INCOME TAXES - Income Tax (Benefit) Expense HTML 73K
(Details)
100: R75 INCOME TAXES - Effective Tax Rate Reconciliation HTML 67K
(Details)
101: R76 INCOME TAXES - Summary of Deferred Tax Assets and HTML 93K
Liabilities (Details)
102: R77 INCOME TAXES - Summary of Deferred Tax Assets and HTML 58K
Liabilities Reflected in Consolidated Balance
Sheets (Details)
103: R78 INCOME TAXES - Reconciliation of Beginning and HTML 59K
Ending Amount of Gross Unrecognized Tax Benefits
(Excluding Interest and Penalties) (Details)
104: R79 SEGMENTS - Narrative (Details) HTML 92K
105: R80 SEGMENTS - Percentage of Consolidated Net Sales HTML 70K
from Product Category (Details)
106: R81 SEGMENTS - Reconciliation Schedule of Operating HTML 64K
Profit (Loss) from Segments to Consolidated
(Details)
107: R82 SEGMENTS - Summary of Depreciation, Amortization HTML 57K
and Capital Expenditure (Details)
108: R83 SEGMENTS - Summary of Total Merchandise HTML 57K
Inventories and Total Assets Table (Details)
109: R84 SEGMENTS - Net Sales and Long Lived Assets by HTML 74K
Country or Region (Details)
110: R85 DEFINED BENEFIT PENSION PLANS - Narrative HTML 60K
(Details)
111: R86 DEFINED BENEFIT PENSION PLANS - Changes in HTML 60K
Projected Benefit Obligations (Details)
112: R87 DEFINED BENEFIT PENSION PLANS - Changes in Fair HTML 56K
Value of Plan Assets (Details)
113: R88 DEFINED BENEFIT PENSION PLANS - Funded Status HTML 53K
(Details)
114: R89 DEFINED BENEFIT PENSION PLANS - Pension Plans with HTML 50K
Accumulated Benefit Obligations in Excess of Plan
Assets (Details)
115: R90 DEFINED BENEFIT PENSION PLANS - Components of Net HTML 55K
Periodic Benefit Cost (Details)
116: R91 DEFINED BENEFIT PENSION PLANS - Estimated Future HTML 55K
Payments (Details)
117: R92 DEFINED BENEFIT PENSION PLANS - Weighted-average HTML 54K
Assumptions Used to Determine Net Periodic Benefit
Costs and Benefit Obligations (Details)
118: R93 DEFINED BENEFIT PENSION PLANS - Weighted Average HTML 63K
Asset Allocation by Asset Category (Details)
119: R94 DEFINED BENEFIT PENSION PLANS - Schedule of Fair HTML 72K
Value of Plan Assets (Details)
120: R95 OTHER EMPLOYEE RETIREMENT AND COMPENSATION HTML 61K
BENEFITS - Narrative (Details)
121: R96 LITIGATION AND LEGAL PROCEEDINGS - Narrative HTML 56K
(Details)
122: R97 COMMITMENTS AND CONTINGENCIES - Narrative HTML 46K
(Details)
123: R98 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 88K
124: R99 RELATED PARTY TRANSACTIONS Schedule of Sponsor HTML 56K
Debt Ownership (Details)
125: R100 ACQUISITIONS - Narrative (Details) HTML 58K
126: R101 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 81K
I - Condensed Statements of Operations and
Comprehensive Income (Details)
127: R102 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 105K
I - Condensed Balance Sheets (Details)
128: R103 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 81K
I - Condensed Statements of Cash Flows (Details)
129: R104 SCHEDULE I - PARENT COMPANY INFORMATION - HTML 150K
Narrative (Details)
130: R105 SCHEDULE I - PARENT COMPANY INFORMATION - HTML 56K
Long-term Notes Payable by Parent (Details)
131: R106 SCHEDULE I - PARENT COMPANY INFORMATION - Summary HTML 63K
of the Parent Company's Long-Term Debt (Details)
132: R107 SCHEDULE I - PARENT COMPANY INFORMATION - Annual HTML 65K
Maturities of the Parent Company's Long-Term Debt
(Details)
133: R108 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 63K
of Outstanding Interest Rate Contracts (Details)
134: R109 SCHEDULE I - PARENT COMPANY INFORMATION - Net HTML 58K
Impact of the Effective Portion of Derivatives
Designated as Cash Flow Hedges on Accumulated
Other Comprehensive Income (Loss) (Details)
135: R110 SCHEDULE I - PARENT COMPANY INFORMATION - Impact HTML 67K
of Derivatives on Interest Expense (Details)
136: R111 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 58K
of Notional Amounts and Related Fair Values of
Derivatives (Details)
137: R112 SCHEDULE I - PARENT COMPANY INFORMATION - Schedule HTML 57K
of Distributions (Details)
139: XML IDEA XML File -- Filing Summary XML 245K
138: EXCEL IDEA Workbook of Financial Reports XLSX 190K
20: EX-101.INS XBRL Instance -- tru-20160130 XML 6.09M
22: EX-101.CAL XBRL Calculations -- tru-20160130_cal XML 377K
23: EX-101.DEF XBRL Definitions -- tru-20160130_def XML 1.67M
24: EX-101.LAB XBRL Labels -- tru-20160130_lab XML 3.18M
25: EX-101.PRE XBRL Presentations -- tru-20160130_pre XML 2.17M
21: EX-101.SCH XBRL Schema -- tru-20160130 XSD 381K
140: ZIP XBRL Zipped Folder -- 0001005414-16-000080-xbrl Zip 537K
‘EX-10.44’ — Leadership Team Cash Ltip Award Agreement of Toys “R” Us, Inc.
THIS AGREEMENT (the “Agreement”), is made effective as of the __ day of _________, ____ (the “Grant Date”), between Toys “R” Us, Inc., a Delaware corporation (the “Company”), and [Name] (“Participant”). By accepting
this Agreement, Participant agrees to all of the terms and conditions set forth herein.
R E C I T A L S:
WHEREAS, the Company has adopted the Toys “R” Us, Inc. 2010 Incentive Plan, as amended (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the incentive award provided for herein to Participant pursuant to the Plan and the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
1.Grant of the Incentive Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to Participant an incentive award in the amount of $[amount] (the “Incentive
Award”). Subject to the achievement of the performance vesting condition set forth in Section 2(b), the Incentive Award shall vest in accordance with Section 2 hereof, and shall be paid (to the extent vested) in accordance with Section 3 hereof.
2. Vesting.
(a) Defined Terms for Vesting Provisions.
“Adjusted EBITDA less CapEx” means Adjusted EBITDA less CapEx.
“Adjusted EBITDA” for any fiscal year means adjusted EBITDA as reported in the
Company’s audited financial statements for such fiscal year.
“CapEx” for any fiscal year means the average of the capital expenditures as reported on the Company’s audited financial statements for the three preceding fiscal years.
“Change in Control” shall mean any transaction or series of related transactions (whether by merger, consolidation or sale or transfer of the Company’s capital stock or assets (including stock of its Subsidiaries)
or otherwise) in which any Person or group (within the meaning of Section 13
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(d)(3) of the 1934 Act) acquires directly or indirectly (i) shares of capital stock which represent more than 50% of the total voting power in the Company, or (ii) by lease, license, sale or otherwise, all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis; provided,
that the acquisition of more than 50% of the total voting power in the Company by one or more of the Persons who are stockholders of the Company on the date of this Agreement or any affiliate thereof (each, a “Current Stockholder”) shall not be deemed to be a Change in Control so long as at least two of the Current Stockholders each continue to own shares of capital stock representing at least 25% of the total voting power in the Company (disregarding shares owned by current or former employees and other service providers of the Company) following such acquisition; and provided,
further, that the acquisition of all of the outstanding shares of such capital stock of the Company by a holding company owned by the Persons who were stockholders of the Company immediately prior to the acquisition in the same proportions shall not be deemed to be a Change in Control.
“Good Reason” shall have the meaning set forth in the employment agreement between Participant and the Company or any Affiliate and if there is no such employment agreement between Participant and the
Company or any Affiliate, “Good Reason” shall, for purposes of this Agreement, mean without the consent of Participant and other than in connection with a termination of Participant’s employment by the Company or any Affiliate for Cause or due to Participant’s death or Disability, (A) the failure of the Company to pay any undisputed amount due under this Agreement; or (B) a substantial reduction in Participant’s targeted compensation level (other than a general reduction in base salary or annual incentive compensation opportunities that affects all members of senior management of the Company proportionally); provided, that, none of the foregoing conditions
shall constitute Good Reason unless (x) Participant provides written notice to the Company or any Affiliate, if applicable, of the condition claimed to constitute Good Reason within thirty (30) days of Participant’s initial awareness of such condition and (y) the Company or any Affiliate, as applicable, fails to remedy (or cause to be remedied) such condition within thirty (30) days of receiving such written notice.
“Performance Period End Date” means the last day of the Company’s fiscal year ending January 2018.
(b) Performance
Vesting Condition. The performance vesting condition for the Incentive Award will be met if, in any fiscal year of the Company ending on or before the Performance Period End Date, the Company achieves USD $600,000,000 in Adjusted EBITDA less CapEx (the “Performance Vesting Date”). The determination of whether such performance vesting condition has been met shall be based on the annual audited financial statements of the Company. If the performance vesting condition is satisfied on the Performance Vesting Date,
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Participant’s
right to receive all or a portion of the Incentive Award shall be subject to Section 2(d) below.
(c) Time Vesting Condition. Except as is set forth below, if the Incentive Award is earned on the Performance Vesting Date, Participant must remain in continuous employment with the Company or any Affiliate through (i) the First Payment Date (as defined below) to receive the first installment of the Incentive Award and (ii) the Second Payment Date (as defined below) to receive the final installment of the Incentive Award.
(d) Effect of Change in Control. Notwithstanding Sections 2(b) and 2(c) hereof, the Incentive Award shall be 100% vested upon the occurrence of a Change in Control (with the date of
Change of Control being deemed the Performance Vesting Date), provided, that Participant remains in continuous employment with the Company or any Affiliate through the date of the consummation of such Change in Control and shall remain payable in accordance with Section 3 below; provided, that the fifth business day following the date of such Change in Control shall be deemed to be the First Payment Date.
(e) Effect of Termination of Employment without Cause or for Good Reason.
3.
(i)
Termination Prior to the Performance Vesting Date. If, prior to the Performance Period End Date, Participant’s employment with the Company and the Affiliates is terminated by the Company without Cause (and other than due to death or Disability) or Participant resigns for Good Reason, Participant shall be entitled to receive $[amount] payable in accordance with Section 3 below if, and only if, the Performance Vesting Date occurs prior to the last day of fiscal year in which such termination occurs (and if the Performance Vesting Date does not so occur, Participant shall have no rights to payment of any portion of the Incentive Award).
4.
(ii)
Termination Following the Performance Vesting Date. If, after the Performance Vesting Date occurs, Participant’s employment with the Company and the Affiliates is terminated by the Company without Cause or Participant resigns for Good Reason, the Participant shall receive: (x) only $[amount] payable in accordance with Section 3 below if the termination occurred prior to the First Payment Date, or (y) $[amount] payable on the Second Payment Date (in addition to the $[amount] already paid on the First Payment Date, for a total of $[amount]) if the termination occurred after the First Payment Date but prior to the Second Payment Date.
(f) Effect
of Termination of Employment due to Death or Disability. If prior to the Performance Period End Date, Participant’s employment with the Company and the Affiliates is terminated due to the Participant’s death or Disability, Participant shall be entitled to receive 100% of the Incentive Award payable in accordance with Section 3 below if, and only if, the Performance Vesting Date occurs prior to the last day of fiscal year in which such termination occurs (and if the Performance Vesting Date does not so occur, Participant shall have no rights to
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payment
of any portion of the Incentive Award). If Participant’s employment with the Company and the Affiliates is terminated due to the Participant’s death or Disability after the Performance Vesting Date but prior to the First Payment Date or the Second Payment Date, as applicable, Participant shall be entitled to receive 100% of the remaining unpaid installments of the Incentive Award on each such date.
(g) Effect of Termination of Employment for Cause or without Good Reason. If Participant’s employment with the Company and the Affiliates is terminated by the Company for Cause or by Participant without
Good Reason, any remaining unpaid installments of the Incentive Award shall be forfeited by Participant without consideration.
(h) Adjustments for Certain Changes. The performance vesting condition set forth in Sections 2(a) and 2(b) hereof will be appropriately and equitably adjusted by the Board in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the Grant Date of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by the Company in accordance with generally accepted accounting principles), division of any entity or any assets outside the ordinary course
of business. If the Company or any Affiliate makes such an acquisition or disposition in a given fiscal year, the performance vesting condition set forth in Sections 2(a) and 2(b) hereof, shall be proportionately adjusted, appropriately and equitably, and only to the extent deemed necessary by the Board, in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on the performance vesting condition. In addition, to the extent applicable, the performance vesting condition set forth in Sections 2(a) and 2(b) hereof will be adjusted by the Board (after consultation with the Company’s accountants) in good faith to reflect any changes in generally accepted accounting principles promulgated
by accounting standard setters in order to accurately reflect the effect of such changes on such performance vesting condition. The intent of such adjustments is to keep the probability of achieving the performance vesting condition the same as if the event triggering such adjustment had not occurred. The Board’s determination of such necessary adjustment(s) shall be made within ninety (90) days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its audited financial statements and on the Company’s financial plan pursuant to which the performance vesting condition was originally established. Any such adjustment(s) made in good faith shall be final and binding on parties to this Agreement.
5. Payment
of Incentive Award. The Incentive Award, to the extent vested and payable in accordance with Section 2 above, shall be paid to Participant in two equal installments, with the first installment to be paid, except as set forth in Section 2(d), within thirty (30) days following the date on which the annual audited financial statements of the Company are delivered to the Company and approved by the Board for the year in which the Performance Vesting Date occurs (the date on which payment is made, the “First Payment Date”), and the second installment to be paid on the first anniversary of the First Payment Date (the “Second Payment Date”). Payment of each installment of the Incentive Award
shall be made entirely in cash.
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6. No Right to Continued Employment. The granting of the Incentive Award evidenced by this Agreement shall impose no obligation on the Company or any Affiliate to continue the employment of Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the employment of Participant.
7. Transferability. The
Incentive Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant otherwise than as permitted by Section 13.3 of the Plan or by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance which is impermissible shall be void and unenforceable against the Company or any Affiliate; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Incentive Award to heirs or legatees of Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.
8. Withholding. Participant may be required to pay to the Company or any Affiliate, and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Incentive Award, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.
9. Notices. Any
notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to Participant at the address appearing in the personnel records of the Company for Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
10. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
CONFLICTS OF LAWS. By accepting this Award, Participant hereby (i) agrees that any suit, action or proceeding brought by or against Participant in connection with the Plan or this Award shall be brought solely in the courts of the State of Delaware or the United States District Court for the District of Delaware, (ii) consents to the jurisdiction and venue of each such court, and (iii) agrees to accept service of process by the Company or any of its agents in connection with any such proceeding. BY ACCEPTING THIS AWARD, PARTICIPANT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST PARTICIPANT IN RESPECT OF HIS RIGHTS OR OBLIGATIONS HEREUNDER.
11. Incentive Award Subject to Plan. By
entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan. The Incentive Award is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a
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conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
12. Signature. This Agreement may be signed
in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first above written.
