Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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2: EX-10.1 Material Contract HTML 44K
3: EX-10.2 Material Contract HTML 44K
4: EX-10.3 Material Contract HTML 46K
5: EX-10.4 Material Contract HTML 47K
6: EX-10.5 Material Contract HTML 87K
7: EX-12.1 Statement re: Computation of Ratios HTML 52K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
18: R1 Document and Entity Information Document HTML 51K
19: R2 Consolidated Balance Sheets HTML 116K
20: R3 Consolidated Balance Sheets (Parentheticals) HTML 54K
21: R4 Consolidated Statements of Operations HTML 99K
22: R5 Consolidated Statements of Comprehensive Income HTML 50K
(Loss)
23: R6 Consolidated Statements of Changes in HTML 50K
Stockholders' Equity
24: R7 Consolidated Statements of Changes in HTML 27K
Stockholders' Equity (Parentheticals)
25: R8 Consolidated Statements of Cash Flows HTML 154K
26: R9 Significant Accounting Policies HTML 37K
27: R10 Fair Values of Financial Instruments HTML 258K
28: R11 Investments HTML 493K
29: R12 Mortgage Loans on Real Estate HTML 227K
30: R13 Derivative Instruments HTML 173K
31: R14 Notes Payable and Amounts Due Under Repurchase HTML 42K
Agreements
32: R15 Commitments and Contingencies HTML 30K
33: R16 Earnings Per Share HTML 46K
34: R17 Significant Accounting Policies (Policies) HTML 90K
35: R18 Fair Values of Financial Instruments (Tables) HTML 237K
36: R19 Investments (Tables) HTML 494K
37: R20 Mortgage Loans on Real Estate (Tables) HTML 224K
38: R21 Derivative Instruments (Tables) HTML 175K
39: R22 Notes Payable and Amounts Due Under Repurchase HTML 40K
Agreements (Tables)
40: R23 Earnings Per Share (Tables) HTML 45K
41: R24 Significant Accounting Policies (Narrative) HTML 34K
(Details)
42: R25 Fair Values of Financial Instruments (Narrative) HTML 63K
(Details)
43: R26 Fair Values of Financial Instruments (Fair Values HTML 85K
and Carrying Amounts of Financial Instruments)
(Details)
44: R27 Fair Values of Financial Instruments (Assets and HTML 139K
Liabilities Measured on a Recurring Basis by Fair
Value Hierarchy) (Details)
45: R28 Fair Values of Financial Instruments (Assumptions HTML 65K
Used in Estimating Fair Value) (Details)
46: R29 Fair Values of Financial Instruments HTML 33K
(Reconciliation of Beginning and Ending Balances
of Level 3 Liabilities) (Details)
47: R30 Investments (Narrative) (Details) HTML 57K
48: R31 Investments (Schedule of Amortized Cost and Fair HTML 79K
Value of Fixed Maturity Securities) (Details)
49: R32 Investments (Fixed Maturity Securities by HTML 132K
Contractual Maturity) (Details)
50: R33 Investments (Net Unrealized Gains on Available for HTML 43K
Sale Fixed Maturity Securities Reported as a
Separate Component of Stockholders' Equity)
(Details)
51: R34 Investments (Schedule of Credit Quality of Fixed HTML 44K
Maturity Portfolio by NAIC Designation) (Details)
52: R35 Investments (Gross Unrealized Losses on HTML 119K
Investments, By Category and Length of Time)
(Details)
53: R36 Investments (Changes in Net Unrealized Gains on HTML 46K
Investments) (Details)
54: R37 Investments (Net Realized Gains (Losses) on HTML 51K
Invesments, Excluding Other Than Temporary
Impairments) (Details)
55: R38 Investments (Significant Assumptions in HTML 46K
Determining Credit Loss Component of Other Than
Temporary Impairment on Residential Mortgage
Backed Securities) (Details)
56: R39 Investments (Other Than Temporary Impairments by HTML 44K
Asset Type) (Details)
57: R40 Investments (Cumulative Credit Loss Portion of HTML 36K
Other Than Temporary Impairment Recognized in
Operations) (Details)
58: R41 Investments (Cumulative Noncredit Portion of Other HTML 44K
Than Temporary Impairment Recognized in Other
Comprehensive Income and Change in Fair Value
Since Other Than Temporary Impairment) (Details)
59: R42 Mortgage Loans on Real Estate (Narrative) HTML 50K
(Details)
60: R43 Mortgage Loans on Real Estate (Summary of Mortgage HTML 36K
Loan Portfolio) (Details)
61: R44 Mortgage Loans on Real Estate (Mortgage Loan HTML 66K
Portfolio Summarized by Geographic Region and
Property Type) (Details)
62: R45 Mortgage Loans on Real Estate (Allowance for Loan HTML 42K
Losses Rollforward) (Details)
63: R46 Mortgage Loans on Real Estate (Impaired Mortgage HTML 33K
Loans on Real Estate by Basis of Impairment)
(Details)
64: R47 Mortgage Loans on Real Estate (Mortgage Loans by HTML 34K
Credit Quality Indicator) (Details)
65: R48 Mortgage Loans on Real Estate (Schedule of HTML 42K
Financing Receivables Past Due) (Details)
66: R49 Mortgage Loans on Real Estate (Schedule of HTML 58K
Impaired Financing Receivables) (Details)
67: R50 Mortgage Loans on Real Estate (Troubled Debt HTML 41K
Restructurings) (Details)
68: R51 Derivative Instruments (Narrative) (Details) HTML 43K
69: R52 Derivative Instruments (Fair Value of Derivative HTML 46K
Instruments as Presented in the Consolidated
Balance Sheets) (Details)
70: R53 Derivative Instruments (Change in Fair Value of HTML 42K
Derivatives Included in the Consolidated Statement
of Operations) (Details)
71: R54 Derivative Instruments (Derivative Call Options, HTML 64K
Notional Amount and Fair Value, by Counterparty)
(Details)
72: R55 Derivative Instruments (Interest Rate Swap) HTML 39K
(Details)
73: R56 Derivative Instruments (Interest Rate Caps) HTML 42K
(Details)
74: R57 Notes Payable and Amounts Due Under Repurchase HTML 38K
Agreements (Schedule of Notes Payable) (Details)
75: R58 Notes Payable and Amounts Due Under Repurchase HTML 36K
Agreements (2027 Notes Narrative) (Details)
76: R59 Notes Payable and Amounts Due Under Repurchase HTML 31K
Agreements (Repurchase Agreements Narrative)
(Details)
77: R60 Commitments and Contingencies (Narrative) HTML 28K
(Details)
78: R61 Earnings Per Share (Schedule of Earnings Per HTML 53K
Share, Basic and Diluted) (Details)
80: XML IDEA XML File -- Filing Summary XML 147K
79: EXCEL IDEA Workbook of Financial Reports XLSX 101K
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THIS 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 “Grantee”).
WHEREAS, the Company has adopted the American Equity Investment Life Holding Company 2016 Employee Incentive Plan (the “Plan”), pursuant to which the Company
may grant Restricted Stock Units (“RSUs”) that are subject to time-based vesting conditions;
WHEREAS, the Company desires to grant to the Grantee 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:
Section 1.Grant of Restricted Stock Unit Award
(a)Grant of RSUs. The Company hereby
grants to the Grantee __________ RSUs on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Award”).
(b)Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.
Section
2.Terms and Conditions of Award
The grant of RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:
(a)Limitations on Rights Associated with Units. The RSUs are bookkeeping entries only. The Grantee 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 (except for the dividend equivalent rights provided in Section 2(g) hereof), until the date of the issuance to the Grantee of a share of Common Stock in payment of the RSUs.
(b)Restrictions.
The RSUs and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, except by will or the laws of descent and distribution. Any attempt to dispose of any RSUs in contravention of the above restriction shall be null and void and without effect. Upon any attempt by the Grantee to transfer any of the RSUs before the vesting of the RSUs, such RSUs and all of the rights related thereto shall be immediately forfeited by the Grantee without payment of any consideration.
(c)Vesting/Forfeiture; Lapse of Restrictions. Subject to Sections 2(e) and 2(f) below, the restrictions applicable to the RSUs, as described in Section 2(b) hereof, shall lapse with respect to one-hundred percent (100%) of the RSUs on the _____ anniversary of the Date of Grant (the “Vesting Date”).
(d)Timing
and Manner of Payment of RSUs. As soon as practicable after the Vesting Date, such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs. The Company shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its Affiliates unless the Company is otherwise instructed in writing. The Grantee shall not be required to pay any cash consideration for the RSUs or for any Shares received
pursuant to the Award. Neither the Grantee nor any of the Grantee’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.
(e)Termination of Employment. Except as expressly provided below in Section 2(f), in the event of the termination of the Grantee’s employment or service with the Company or any Affiliate for any reason prior to the Vesting Date, such RSUs
held by Grantee shall be automatically forfeited by the Grantee as of the date of termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are so forfeited.
(f)Corporate Change in Control. In the event of a Corporate Change of Control or Corporate Transaction (each as defined in the Plan) prior to the Vesting Date and while the Grantee remains employed by the Company or its Affiliate, the RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction. Any RSUs that vest pursuant to this clause
(f) shall be paid as soon as practicable after the Corporate Change in Control or Corporate Transaction (and in no case more than seventy-four days after).
(g)Dividend Equivalent Rights. In the event that any dividends are paid on shares of Common Stock during the term hereof, the Grantee shall be credited with dividend equivalent rights in respect of the dividends paid on the shares of the Common Stock subject to the RSUs hereunder. Such dividend equivalent rights will accumulate and shall be paid in cash
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by the Company 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 the RSUs from which the dividend equivalent rights are derived.
(h)Payments to “Specified Employees” Under Certain Circumstances. Notwithstanding the provisions of Section 2(d), Section 2(e), Section 2(f) and Section 2(g) 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.
(i)Income Taxes. Except as provided in the next sentence, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the RSUs having a Fair Market Value equal to the taxes that the Company determines it or the Employer is required to withhold under applicable tax laws with respect to the RSUs (with such withholding obligation determined based on any applicable minimum statutory withholding rates). In the event the Company
cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method or in the event that the RSUs are paid in cash (as opposed to Shares), the Company may satisfy such withholding and any withholding required in respect of dividend equivalent rights by any one or combination of the following methods:
(i)
by requiring the Grantee to pay such amount in cash or check;
(ii)
by reducing the amount
of any cash otherwise payable to Grantee with respect to the RSUs;
(iii)
by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or
(iv)
by allowing the Grantee to surrender shares of Common Stock which have a Fair Market Value equal to the amount required to be withheld.
For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld
is to be determined.
Section 3.Miscellaneous
(a)Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing on the books of the
Company or to the Grantee’s
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residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her employment, through the Company’s inter-office or electronic mail systems.
(b)No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any Affiliate or shall interfere with or restrict in any way the right of the
Company or any Affiliate, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without cause and with or without advance notice.
(c)Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determination shall be final, conclusive and binding upon the Grantee.
(d)Successors. The terms of this Agreement
shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.
(e)Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
(f)Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
(g)Entire Agreement.
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.
(h)Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Iowa.
(i)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
(j)Recoupment. Notwithstanding any other provision herein, any recoupment or “clawback” policies
adopted by the Committee and applicable to equity awards shall apply to the Award and any Shares that may be issued in respect of the Award to the extent the Committee designates the policy as applicable to the Award at the time the policy is adopted.
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(k)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
By Grantee’s signature and the signature of the Company’s representative below this Agreement shall be deemed to have been executed and delivered by the parties hereto as
of the Date of Grant.
