Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.57M
2: EX-10.1 Material Contract HTML 68K
3: EX-10.2 Material Contract HTML 44K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
14: R1 Cover Page HTML 83K
15: R2 Consolidated Balance Sheets HTML 105K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 63K
17: R4 Consolidated Statements of Operations HTML 91K
18: R5 Consolidated Statements of Comprehensive Loss HTML 46K
19: R6 Consolidated Statements of Changes in HTML 53K
Stockholders' Equity
20: R7 Consolidated Statements of Cash Flows HTML 158K
21: R8 Significant Accounting Policies HTML 30K
22: R9 Revision of Immaterial Misstatement in Prior Year HTML 56K
Financial Statements
23: R10 Fair Values of Financial Instruments HTML 155K
24: R11 Investments HTML 277K
25: R12 Mortgage Loans on Real Estate HTML 400K
26: R13 Derivative Instruments HTML 89K
27: R14 Notes Payable and Amounts Due Under Repurchase HTML 34K
Agreements
28: R15 Commitments and Contingencies HTML 27K
29: R16 Earnings Per Common Share and Stockholders' Equity HTML 46K
30: R17 Significant Accounting Policies (Policies) HTML 71K
31: R18 Revision of Immaterial Misstatement in Prior Year HTML 55K
Financial Statements (Tables)
32: R19 Fair Values of Financial Instruments (Tables) HTML 138K
33: R20 Investments (Tables) HTML 276K
34: R21 Mortgage Loans on Real Estate (Tables) HTML 394K
35: R22 Derivative Instruments (Tables) HTML 91K
36: R23 Notes Payable and Amounts Due Under Repurchase HTML 35K
Agreements (Tables)
37: R24 Earnings Per Common Share and Stockholders' Equity HTML 39K
(Tables)
38: R25 Significant Accounting Policies (Narrative) HTML 29K
(Details)
39: R26 Revision of Immaterial Misstatement in Prior Year HTML 93K
Financial Statements (Reconciliation from
Previously Reported Amounts to Revised Amounts)
(Details)
40: R27 Fair Values of Financial Instruments (Narrative) HTML 49K
(Details)
41: R28 Fair Values of Financial Instruments (Fair Values HTML 59K
and Carrying Amounts of Financial Instruments)
(Details)
42: R29 Fair Values of Financial Instruments (Assets and HTML 101K
Liabilities Measured on a Recurring Basis by Fair
Value Hierarchy) (Details)
43: R30 Fair Values of Financial Instruments (Assumptions HTML 59K
Used in Estimating Fair Value) (Details)
44: R31 Fair Values of Financial Instruments HTML 37K
(Reconciliation of Beginning and Ending Balances
of Level 3 Liabilities) (Details)
45: R32 Investments (Narrative) (Details) HTML 35K
46: R33 Investments (Schedule of Fixed Maturity HTML 80K
Securities) (Details)
47: R34 Investments (Fixed Maturity Securities by HTML 80K
Contractual Maturity) (Details)
48: R35 Investments (Net Unrealized Gains on Available for HTML 35K
Sale Fixed Maturity Securities Reported as a
Separate Component of Stockholders' Equity)
(Details)
49: R36 Investments (Credit Quality of Fixed Maturity HTML 45K
Security Portfolio by NAIC Designation) (Details)
50: R37 Investments (Gross Unrealized Losses on HTML 120K
Investments, By Category and Length of Time)
(Details)
51: R38 Investments (Changes in Net Unrealized HTML 38K
Gains/Losses on Investments) (Details)
52: R39 Investments (Net Realized Gains (Losses) on HTML 46K
Invesments) (Details)
53: R40 Investments (Rollforward of Allowance for Credit HTML 57K
Losses) (Details)
54: R41 Mortgage Loans on Real Estate (Narrative) HTML 54K
(Details)
55: R42 Mortgage Loans on Real Estate (Summary of Mortgage HTML 48K
Loan Portfolio) (Details)
56: R43 Mortgage Loans on Real Estate (Commercial Mortgage HTML 72K
Loan Portfolio Summarized by Geographic Region and
Property Type) (Details)
57: R44 Mortgage Loans on Real Estate (Rollforward of HTML 45K
Valuation Allowance on Mortgage Loan Portfolios)
(Details)
58: R45 Mortgage Loans on Real Estate (Summary By Debt HTML 121K
Service Coverage and Loan to Value Ratios)
(Details)
59: R46 Mortgage Loans on Real Estate (Aging of Financing HTML 102K
Receivables) (Details)
60: R47 Derivative Instruments (Narrative) (Details) HTML 34K
61: R48 Derivative Instruments (Fair Value of Derivative HTML 37K
Instruments as Presented in the Consolidated
Balance Sheets) (Details)
62: R49 Derivative Instruments (Change in Fair Value of HTML 39K
Derivatives Included in the Consolidated Statement
of Operations) (Details)
63: R50 Derivative Instruments (Derivative Call Options, HTML 59K
Notional Amount and Fair Value, by Counterparty)
(Details)
64: R51 Notes Payable and Amounts Due Under Repurchase HTML 34K
Agreements (Schedule of Notes Payable) (Details)
65: R52 Notes Payable and Amounts Due Under Repurchase HTML 33K
Agreements (2027 Notes Narrative) (Details)
66: R53 Notes Payable and Amounts Due Under Repurchase HTML 28K
Agreements (Repurchase Agreements Narrative)
(Details)
67: R54 Commitments and Contingencies (Narrative) HTML 28K
(Details)
68: R55 Earnings Per Common Share and Stockholders' Equity HTML 53K
(Schedule of Earnings Per Common Share, Basic and
Diluted) (Details)
69: R56 Earnings Per Common Share and Stockholders' Equity HTML 45K
(Stockholders' Equity) (Details)
70: R57 Earnings Per Common Share and Stockholders' Equity HTML 40K
(Brookfield Asset Management Equity Investment)
(Details)
71: R58 Earnings Per Common Share and Stockholders' Equity HTML 49K
(Share Repurchase Program and Treasury Stock)
(Details)
73: XML IDEA XML File -- Filing Summary XML 141K
13: XML XBRL Instance -- ael-20210331_htm XML 4.39M
72: EXCEL IDEA Workbook of Financial Reports XLSX 117K
9: EX-101.CAL XBRL Calculations -- ael-20210331_cal XML 263K
10: EX-101.DEF XBRL Definitions -- ael-20210331_def XML 986K
11: EX-101.LAB XBRL Labels -- ael-20210331_lab XML 1.80M
12: EX-101.PRE XBRL Presentations -- ael-20210331_pre XML 1.12M
8: EX-101.SCH XBRL Schema -- ael-20210331 XSD 172K
74: JSON XBRL Instance as JSON Data -- MetaLinks 374± 600K
75: ZIP XBRL Zipped Folder -- 0001039828-21-000033-xbrl Zip 427K
This Employee Restricted Stock Unit Award Agreement (this “Agreement”), dated as of _____________ ___. 20__ (the “Date of Grant”), is made by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”),
and _______________ (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the American Equity Investment Life Holding Company Amended and Restated Equity Incentive Plan (the “Plan”). Except where the context indicates otherwise, references to the Company shall include any successor to the Company.
WHEREAS, the Company and certain Affiliates have adopted the Plan under which participants may receive restricted stock units that are subject to performance-based vesting conditions;
WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the “Committee”) recommended restricted stock units (“RSUs”) for the Participant under the Plan and the Board of Directors of the Company approved such RSUs, and pursuant to the terms of the award, the Participant shall receive the number of RSUs provided for herein;
NOW, THEREFORE, in consideration for the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1.Grant
of Restricted Stock Unit Award. The Company hereby grants to the Participant __________ RSUs (such number, the “Target Number” of RSUs) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Award”).
2.Restrictions. The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered and shall be subject to a risk of forfeiture as described in Section 3 until such restrictions have lapsed in accordance with Section 3 hereof. Upon any attempt by the Participant to transfer any of the RSUs or any rights in respect of the RSUs before the lapse of such restrictions, such RSUs and all of the rights related thereto, shall be immediately forfeited
by the Participant without payment of any consideration. The restrictions applicable to the RSUs shall lapse only in accordance with Section 3 hereof.
3.Vesting/Forfeiture
a.General. Subject to Sections 3(b)-(e) below, the restrictions applicable to the RSUs, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the RSUs at the end of the Performance Period (as defined herein).
b.Death/Disability/Retirement. Notwithstanding any other provisions in this Agreement to the contrary, in the event of a termination of the Participant’s employment with the Company due to the Participant’s death or Disability, or
due to the Participant’s Retirement, the restrictions applicable to the RSUs, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the RSUs.
c.Termination other than Death/Disability/Retirement/For Cause. If, after attainment of the performance objectives, (A) the Participant’s employment ends due to a termination initiated by the Company other than For Cause or Detrimental Activity (each as defined in the Plan) or, for Participants with a Change in Control Agreement, termination is initiated by the Participant for Good Reason (as defined in the Participant’s Change in Control Agreement) and (B) the Company, has offered the Participant an agreement in connection with their
separation (including, but not limited to, a Change In Control Agreement), and (C) that agreement has been fully executed and become final under applicable law, then the remaining restrictions applicable to the RSUs, as described in Section 2 hereof, shall lapse with respect to one-hundred percent (100%) of the RSUs on the date that all three of (A) through (C) above have been satisfied.
d.Notwithstanding any other provisions in this Agreement to the contrary, in the event of a termination of the Participant’s employment with the Company for any reason other than those listed in Section 3 (b), (c) and (e), including termination by the Company or the relevant Affiliate For Cause, the RSUs shall be forfeited at the close of business
on the effective date of such termination.
e.Change in Control. Notwithstanding any other provisions in this Agreement to the contrary, in the event of a Change in Control, the RSUs shall be treated in accordance with Section 10.1 and Section 10.2 of the Plan.
PERFORMANCE BASED AWARD
f.Other Termination of Service. Notwithstanding any other provisions in this Agreement to the contrary if, prior to the date on which the restrictions described in Section 2 hereof have lapsed in accordance with Section 3(a), (b), (c) (d) or (e) above, the Participant’s employment with the
Company shall terminate for any reason other than as described in Section 3(b), (c) or (e) herein, the RSUs shall immediately be forfeited without consideration.
4.Shareholder Rights. The RSUs are bookkeeping entries only. The Participant shall not have any privileges of a shareholder of the Company with respect to the RSUs awarded hereunder, including without limitation any right to vote shares of Common Stock underlying the RSUs or to receive dividends or other distributions in respect thereof (provided that any dividends or dividend equivalents on the RSUs shall only become payable on the same date on which the RSU from which the dividend equivalent right is derived is paid, subject to the terms hereof). All such dividend equivalent rights shall be subject to the same vesting requirements
that apply to RSUs from which the dividend equivalent rights are derived.
5.Legend on Certificates. Certificates evidencing the RSUs awarded to the Participant hereunder shall bear such legends as the Company may determine in its sole discretion.
6.Securities Laws Requirements. The Company shall not be obligated to issue Common Stock to the Participant free of any restrictive legend described in Section 5 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the
Company, would violate the Securities Act of 1933, as amended (the “Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time).
7.No Obligation to Register. The Company shall be under no obligation to register the RSUs pursuant to the Securities Act or any other federal or state securities laws.
8.Performance-Based Requirements. For the [●] year period ended [●] (the “Performance Period”), the Participant shall be credited with a number of RSUs equal to the Target Number of RSUs multiplied by a percentage that (1) will be determined by the Committee after the Performance Period based
on the Company’s achievement of financial performance objectives established for the Performance Period and (2) will be between 0% and 200%. The performance objectives and the methodology for establishing the number of RSUs to be credited are set forth in Exhibit A hereto. The Committee shall, following the end of the Performance Period, determine whether and the extent to which the performance objectives for the Performance Period have been satisfied and the number of RSUs to be credited to the Participant. Such determinations by the Committee shall be final and binding. Any RSUs that are not credited to the Participant in accordance with the foregoing provisions of this Section 8 shall terminate upon the date of such determinations by the Committee.
9.Timing and Manner of Payment of RSUs. As
soon as practicable after (and in no case more than seventy-four days after) the end of the Performance Period (the “Payment Date”), such RSUs shall be paid by the Company delivering to the Participant a number of Shares equal to the number of RSUs that are non-forfeitable on that Payment Date (rounded down to the nearest whole share). The Company shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Participant. Delivery of any certificates will be made to the Participant’s last address reflected on the books of the Company and its Affiliates unless the
Company is otherwise instructed in writing. The Participant shall not be required to pay any cash consideration for the RSUs or for any Shares received pursuant to the Award. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Shares are listed.
10.Payments to “Specified Employees” Under Certain Circumstances. Notwithstanding the provisions of Section 3 and Section 4 hereof, if the Grantee is deemed
a “specified employee” (as such term is described in Section 409A of the Code and the treasury regulations thereunder (the “Code”)) at a time when such Grantee becomes eligible for payment upon a “separation from service” with the Company or any of its Affiliates, to the extent required to avoid taxation under Section 409A of the Code, such payments shall be made to the Grantee on the date that is six (6) months following such “separation from service,” or upon the Grantee’s death, if earlier.
11.Taxes. The Participant understands that he or she (and not the Company) shall be responsible for any tax liability that may arise with respect to the RSUs granted under this Agreement. The
Participant shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes or social insurance contributions required by law to be withheld with respect to the RSUs no later than the date of the event creating such tax liability. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or, in the Committee’s discretion, such amount may be paid in whole or in part by electing to have the Company retain the Participant’s Shares, with the retained Shares having a value equal to the amount of tax to be so withheld. Such Shares shall be valued at their Fair
Market Value on the date of retention or delivery. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the RSUs as of the date of transfer of the RSUs rather than as of the date or dates upon which the Participant would otherwise be taxable under
PERFORMANCE BASED AWARD
Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.
12.Failure to Enforce Not a Waiver. The failure of the
Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
13.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.
14.Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the RSUs and this Agreement shall be subject to all terms and conditions of the Plan and this Agreement.
15.Agreement Binding on Successors. The terms of this Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors, administrators, personal representatives,
transferees, assignees and successors in interest, and upon the Company and its successors and assignees.
16.No Assignment. Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by the Participant.
17.Necessary Acts. The Participant hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.
18.Entire Agreement. This Agreement
contains the entire agreement and understanding among the parties as to the subject matter hereof.
19.Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.
20.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
21.Amendment. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent.
[Remainder
of page intentionally left blank.]
PERFORMANCE BASED AWARD
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY
PARTICIPANT
PERFORMANCE
BASED AWARD
EXHIBIT A
% of Performance Award Earned
Threshold 50%
Target 100%
Maximum 200%
[INSERT PERFORMANCE OBJECTIVES]
[INSERT LEVELS]
[INSERT LEVELS]
[INSERT
LEVELS]
[INSERT PERFORMANCE OBJECTIVES]
[INSERT LEVELS]
[INSERT LEVELS]
[INSERT LEVELS]
[INSERT PERFORMANCE OBJECTIVES]
[INSERT LEVELS]
[INSERT LEVELS]
[INSERT LEVELS]
Dates Referenced Herein and Documents Incorporated by Reference