SEC Info - Illumina, Inc. - ‘10-K’ for 12/31/17

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Illumina, Inc. – ‘10-K’ for 12/31/17 – ‘EX-10.12’

On: Monday, 2/12/18, at 7:09pm ET · As of: 2/13/18 · For: 12/31/17 · Accession #: 1110803-18-9 · File #: 1-35406

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/13/18  Illumina, Inc.                    10-K       12/31/17  113:13M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.05M 
 2: EX-10.11    Material Contract                                   HTML    148K 
 3: EX-10.12    Material Contract                                   HTML     53K 
 4: EX-10.18    Material Contract                                   HTML    130K 
 5: EX-10.22    Material Contract                                   HTML     44K 
 6: EX-10.23    Material Contract                                   HTML     42K 
 7: EX-10.24    Material Contract                                   HTML     40K 
 8: EX-21.1     Subsidiaries List                                   HTML     45K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     45K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
20: R1          Document and Entity Information Document            HTML     62K 
21: R2          Consolidated Balance Sheets                         HTML    125K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
23: R4          Consolidated Statements of Income                   HTML    115K 
24: R5          Consolidated Statements of Comprehensive Income     HTML     49K 
25: R6          Consolidated Statements of Stockholders' Equity     HTML    100K 
26: R7          Consolidated Statements of Cash Flows               HTML    149K 
27: R8          Organization and Summary of Significant Accounting  HTML    133K 
                Policies                                                         
28: R9          Balance Sheet Account Details                       HTML    165K 
29: R10         Intangible Assets                                   HTML     75K 
30: R11         Fair Value Measurements                             HTML    119K 
31: R12         Debt and Other Commitments                          HTML    116K 
32: R13         Share-based Compensation Expense                    HTML     70K 
33: R14         Stockholders' Equity                                HTML    127K 
34: R15         Legal Proceedings                                   HTML     40K 
35: R16         Income Taxes                                        HTML    163K 
36: R17         Employee Benefit Plans                              HTML     43K 
37: R18         Segment Information, Geographic Data, and           HTML    135K 
                Significant Customers                                            
38: R19         Quarterly Financial Information (Unaudited)         HTML     88K 
39: R20         Organization and Summary of Significant Accounting  HTML    194K 
                Policies (Policies)                                              
40: R21         Organization and Summary of Significant Accounting  HTML     94K 
                Policies (Tables)                                                
41: R22         Balance Sheet Account Details (Tables)              HTML    160K 
42: R23         Intangible Assets (Tables)                          HTML     77K 
43: R24         Fair Value Measurements (Tables)                    HTML    118K 
44: R25         Debt and Other Commitments (Tables)                 HTML     99K 
45: R26         Share-based Compensation Expense (Tables)           HTML     72K 
46: R27         Stockholders' Equity (Tables)                       HTML    184K 
47: R28         Income Taxes (Tables)                               HTML    157K 
48: R29         Segment Information, Geographic Data, and           HTML    131K 
                Significant Customers (Tables)                                   
49: R30         Quarterly Financial Information (Unaudited)         HTML     86K 
                (Tables)                                                         
50: R31         Organization and Summary of Significant Accounting  HTML     41K 
                Policies - Narrative - Recently Adopted Accounting               
                Policies (Details)                                               
51: R32         Organization and Summary of Significant Accounting  HTML     55K 
                Policies - Narrative - Concentrations of Risk                    
                (Details)                                                        
52: R33         Organization and Summary of Significant Accounting  HTML     49K 
                Policies - Summary of Estimated Useful Lives of                  
                Major Classes of Property and Equipment (Details)                
53: R34         Organization and Summary of Significant Accounting  HTML     41K 
                Policies - Narrative - Goodwill, Intangible Assets               
                and Other Long-Lived Assets (Details)                            
54: R35         Organization and Summary of Significant Accounting  HTML     39K 
                Policies - Narrative - Derivatives (Details)                     
55: R36         Organization and Summary of Significant Accounting  HTML     42K 
                Policies - Narrative - Warranties (Details)                      
56: R37         Organization and Summary of Significant Accounting  HTML     42K 
                Policies - Narrative - Revenue Recognition                       
                (Details)                                                        
57: R38         Organization and Summary of Significant Accounting  HTML     36K 
                Policies - Narrative - Share-Based Compensation                  
                (Details)                                                        
58: R39         Organization and Summary of Significant Accounting  HTML     37K 
                Policies - Narrative - Advertising Costs (Details)               
59: R40         Organization and Summary of Significant Accounting  HTML     48K 
                Policies - Summary of Calculation of Weighted                    
                Average Shares used to Calculate Basic and Diluted               
                Earnings Per Share (Details)                                     
60: R41         Organization and Summary of Significant Accounting  HTML     45K 
                Policies - Summary of Components of Accumulated                  
                Other Comprehensive Income (Details)                             
61: R42         Balance Sheet Account Details - Summary of          HTML     50K 
                Short-term Investments (Details)                                 
62: R43         Balance Sheet Account Details - Summary of          HTML     41K 
                Contractual Maturities of Available-for-sale Debt                
                Securities (Details)                                             
63: R44         Balance Sheet Account Details - Narrative -         HTML     56K 
                Strategic Investments (Details)                                  
64: R45         Balance Sheet Account Details - Summary of          HTML     42K 
                Accounts Receivable (Details)                                    
65: R46         Balance Sheet Account Details - Summary of          HTML     45K 
                Inventory (Details)                                              
66: R47         Balance Sheet Account Details - Summary of          HTML     56K 
                Property and Equipment (Details)                                 
67: R48         Balance Sheet Account Details - Narrative -         HTML     40K 
                Property and Equipment (Details)                                 
68: R49         Balance Sheet Account Details - Summary of Changes  HTML     42K 
                in Goodwill (Details)                                            
69: R50         Balance Sheet Account Details - Narrative -         HTML     39K 
                Goodwill (Details)                                               
70: R51         Balance Sheet Account Details - Summary of Accrued  HTML     52K 
                Liabilities (Details)                                            
71: R52         Balance Sheet Account Details - Summary of Changes  HTML     43K 
                in Reserve for Product Warranties (Details)                      
72: R53         Balance Sheet Account Details - Narrative -         HTML     85K 
                Investment in Consolidated Variable Interest                     
                Entities (Details)                                               
73: R54         Balance Sheet Account Details - Narrative -         HTML     91K 
                Deconsolidation of GRAIL, Inc. (Details)                         
74: R55         Balance Sheet Account Details - Summary of          HTML     51K 
                Activity of Redeemable Noncontrolling Interests                  
                (Details)                                                        
75: R56         Intangible Assets - Summary of Identifiable         HTML     55K 
                Intangible Assets (Details)                                      
76: R57         Intangible Assets - Summary of the Estimated        HTML     51K 
                Annual Amortization of Intangible Assets (Details)               
77: R58         Fair Value Measurements - Summary of Fair Value     HTML     79K 
                Hierarchy for Assets and Liabilities Measured at                 
                Fair Value on a Recurring Basis (Details)                        
78: R59         Fair Value Measurements - Narrative (Details)       HTML     43K 
79: R60         Fair Value Measurements - Summary of Changes in     HTML     49K 
                Estimated Fair Value of Contingent Consideration                 
                Liabilities (Details)                                            
80: R61         Debt and Other Commitments - Summary of Debt        HTML     66K 
                Obligations (Details)                                            
81: R62         Debt and Other Commitments - Debt Narrative         HTML     89K 
                (Details)                                                        
82: R63         Debt and Other Commitments - Leases Narrative       HTML     56K 
                (Details)                                                        
83: R64         Debt and Other Commitments - Summary of Annual      HTML    103K 
                Future Minimum Payments under Leases (Details)                   
84: R65         Debt and Other Commitments - Summary of Changes in  HTML     47K 
                the Facility Exit Obligation (Details)                           
85: R66         Debt and Other Commitments - Summary of Annual      HTML     44K 
                Minimum Payments for Noncancelable Purchase                      
                Obligations (Details)                                            
86: R67         Share-based Compensation Expense - Summary of       HTML     51K 
                Share-based Compensation Expense for all Stock                   
                Awards (Details)                                                 
87: R68         Share-based Compensation Expense - Summary of       HTML     59K 
                Assumptions used to Estimate the Weighted-Average                
                Fair Value Per Share for Stock Purchase under the                
                Employee Stock Purchase Plan (Details)                           
88: R69         Share-based Compensation Expense - Narrative        HTML     39K 
                (Details)                                                        
89: R70         Stockholders' Equity - Summary of Restricted Stock  HTML     69K 
                Activity and Related Information (Details)                       
90: R71         Stockholders' Equity - Summary of Pre-tax           HTML     44K 
                Intrinsic Values and Total Fair Value of Vested                  
                Restricted Stock (Details)                                       
91: R72         Stockholders' Equity - Summary of Stock Option      HTML     59K 
                Activity Under all Stock Option Plans (Details)                  
92: R73         Stockholders' Equity - Narrative (Details)          HTML     38K 
93: R74         Stockholders' Equity - Narrative - Restricted       HTML     44K 
                Stock (Details)                                                  
94: R75         Stockholders' Equity - Narrative - Stock Options    HTML     49K 
                (Details)                                                        
95: R76         Stockholders' Equity - Narrative - Employee Stock   HTML     47K 
                Purchase Plan (Details)                                          
96: R77         Stockholders' Equity - Narrative - Share            HTML     51K 
                Repurchases (Details)                                            
97: R78         Legal Proceedings - Narrative (Details)             HTML     45K 
98: R79         Income Taxes - Summary of Income before Income      HTML     42K 
                Taxes by Region (Details)                                        
99: R80         Income Taxes - Summary of Provision for Income      HTML     63K 
                Taxes (Details)                                                  
100: R81         Income Taxes - Summary of Reconciliation of         HTML     66K  
                Provision for Income Taxes to Amount Computed by                 
                Applying the Federal Statutory Rate (Details)                    
101: R82         Income Taxes - Narrative (Details)                  HTML     82K  
102: R83         Income Taxes - Summary of Significant Components    HTML     88K  
                of Deferred Tax Assets and Liabilities (Details)                 
103: R84         Income Taxes - Summary of the Gross Amount of       HTML     47K  
                Uncertain Tax Positions (Details)                                
104: R85         Employee Benefit Plans - Retirement Plan Narrative  HTML     36K  
                (Details)                                                        
105: R86         Employee Benefit Plans - Deferred Comp Narrative    HTML     51K  
                (Details)                                                        
106: R87         Segment Information, Geographic Data, and           HTML     67K  
                Significant Customers - Summary of Operating                     
                Performance and Assets by Segment (Details)                      
107: R88         Segment Information, Geographic Data, and           HTML     55K  
                Significant Customers - Summary of Revenue by                    
                Region (Details)                                                 
108: R89         Segment Information, Geographic Data, and           HTML     44K  
                Significant Customers - Narrative (Details)                      
109: R90         Segment Information, Geographic Data, and           HTML     47K  
                Significant Customers - Summary of Net Long-lived                
                Assets Consisting of Property and Equipment by                   
                Region (Details)                                                 
110: R91         Quarterly Financial Information (unaudited) -       HTML     60K  
                Summary of Quarterly Data (Details)                              
112: XML         IDEA XML File -- Filing Summary                      XML    205K  
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    121K  
14: EX-101.INS  XBRL Instance -- ilmn-20171231                       XML   3.28M 
16: EX-101.CAL  XBRL Calculations -- ilmn-20171231_cal               XML    366K 
17: EX-101.DEF  XBRL Definitions -- ilmn-20171231_def                XML    820K 
18: EX-101.LAB  XBRL Labels -- ilmn-20171231_lab                     XML   2.32M 
19: EX-101.PRE  XBRL Presentations -- ilmn-20171231_pre              XML   1.38M 
15: EX-101.SCH  XBRL Schema -- ilmn-20171231                         XSD    211K 
113: ZIP         XBRL Zipped Folder -- 0001110803-18-000009-xbrl      Zip    322K

‘EX-10.12’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

ILLUMINA, INC.

2015 STOCK AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) made as of ______________ between Illumina, Inc., a Delaware corporation (the “Company”), and ________________________ (the “Participant”), is made pursuant to the terms of the Company’s 2015 Stock and Incentive Plan (the “Plan).

Section 1. Definitions. Capitalized terms used in this Agreement, including Appendices A and B, but not defined shall have the meanings set forth in the Plan.

Section 2. Restricted Stock Unit Award. The Company hereby confirms the grant to the Participant of an award (the “Award”) of restricted Stock Units (the “RSUs”). The RSUs are notional, non-voting units of measurement based on the Fair Market Value of the Common Stock, which will entitle the Participant to receive a payment, subject to the terms of the Plan and this Agreement (including, if applicable, Appendices A and B) in Common Stock on or as soon as practicable after the applicable Vesting Date (as defined below) but in no event later than thirty (30) days after the applicable Vesting Date.

The number of RSUs subject to this Award and the effective date of such grant are as follows:



	Number of RSUs Granted:
	Date of Grant:
	Grant Number:

Section 3.Vesting Requirements. A percentage of the Award will vest, if not previously forfeited, in the amounts and on the respective dates as set forth below, subject to the Participant’s continued employment with the Company or any of its Subsidiaries through such respective vesting dates (the “Vesting Dates”).



	Vesting Date	Shares Vesting on Such Date
	Vest Period 1	Number of Shares
	Vest Period 2	Number of Shares
	Vest Period 3	Number of Shares
	Vest Period 4	Number of Shares

Section 4.Termination of Employment. In the event of the termination of the Participant’s employment with the Company or any of its Subsidiaries for any reason, any unvested portion of any Award shall be immediately forfeited and automatically cancelled without further action of the Company. No Shares shall be issued or issuable with respect to any portion of the Award that terminates unvested and is forfeited.

Section 5. Payment of RSUs.

(a) General. Payment in respect of the RSUs hereunder shall be made in Common Stock, on or as soon as practicable after the respective Vesting Date, but in no event later than thirty (30) days after the applicable Vesting Date. The number of Shares to be distributed in respect of the RSUs will be determined in accordance with the terms of this Agreement, including, if applicable, Appendices A and B, and the Plan.

(b) Withholding. The Participant hereby authorizes the Company to satisfy the obligations with regard to all income or withholding taxes (including federal, state and local tax) (the “Tax-Related Items”) by withholding otherwise deliverable Shares with respect to RSUs, provided, however, that (i) the Company shall only withhold the amount of Shares necessary to satisfy the minimum withholding amount or such other amount determined by the Company as not resulting in negative accounting consequences for the Company, and (ii) a fraction of one Share may be withheld to satisfy such Tax-Related Items. Subject to the provisions of this Section 5(b), the Participant will be deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. If Shares are withheld pursuant to the foregoing provisions of this Section 5(b), then the amount of the Tax-Related Items equal to the value of a fraction of a Share shall be satisfied either by (i) the Participant through a payment to the Company by way of cash, check or other cash equivalent acceptable to the Company equal in value to such fraction of a Share, (ii) express authorization from the Participant to the Company to deduct such amount equal to such value from any amount then or thereafter payable by the Company to the Participant, or (iii) the Company withholding one additional share and the fractional cash amount in excess of the amount due for Tax-Related Items added to the Participant’s federal taxes withheld. Notwithstanding the foregoing, the Compensation Committee of the Board of Directors that administers the Plan and the RSUs may, in its sole discretion and without any further authorization by the Participant, elect to satisfy the obligations with regard to the Tax Related Items by requiring that the Participant pay in whole or in part, by way of cash, check or other cash equivalent acceptable to the Company any amount of the Tax Related Items. If the Participant shall fail to advance any payment under this Section 5 after a request by the Company, the Company is hereby expressly authorized by the Participant to deduct, in the Company’s discretion, any required payment for the Tax Related Items from any amount then or thereafter payable by the Company to the Participant.

Section 6. Restrictions on Transfer. No portion of the Award may be sold, assigned, transferred, encumbered, hypothecated or pledged in any way by the Participant, other than to the Company as a result of forfeiture of the Award as provided herein, unless and until the payment of the RSUs in accordance with Section 5(a) hereof.

Section 7. Limitation of Rights. The Participant shall not have any privileges of a shareholder of the Company with respect to the Common Stock payable hereunder, including without limitation any right to vote such Common Stock or to receive dividends or other distributions in respect thereof, until the date of the issuance to the Participant of a share certificate evidencing such Common Stock.

Section 8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

Section 10. Entire Agreement. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Section 11. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 12. Electronic Delivery. The Company has complete discretion to deliver by electronic means any documents related to current or future RSUs that may be granted under the Plan and to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree 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.

Section 13. Non-U.S. Employees. Notwithstanding any provisions in this Agreement or the Plan, if the Participant resides in country outside the United States or is otherwise subject to the law of country other than the United States, the RSU grant shall be subject to the additional terms and conditions set forth in Appendix A to this Agreement and to any special terms and conditions set forth in Appendix B to this Agreement for the Participant's country of residence, if any. Moreover, if the Participant relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendices A and B constitute part of this Agreement.

In addition, the Company reserves the right to impose other requirements on the RSUs and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

_____________________________________

By the Participant's acknowledgement and acceptance of this agreement through the Participant’s Stock Plan account with the Company’s designated broker/stock plan service provider and the signature of the Company’s representative below, the Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement, including, if applicable, Appendices A and B. The Participant has reviewed the Plan and this Agreement, including, if applicable, Appendices A and B, in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Board of Directors of the Company upon any questions relating to the Plan and this Agreement, including, if applicable, Appendices A and B. The Participant further agrees to notify the Vice President of Human Resources or his/her designee(s) at 5200 Illumina Way, San Diego, California USA 92122, in writing upon any change in the residence address indicated below.



PARTICIPANT: Name Address City, State Country	ILLUMINA, INC.

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Illumina, Inc.                    10-K       12/31/23  111:18M
 2/17/23  Illumina, Inc.                    10-K        1/01/23  108:17M
 2/18/22  Illumina, Inc.                    10-K        1/02/22  108:15M
11/15/21  Illumina, Inc.                    SC TO-I                4:655K Illumina, Inc.                    Donnelley … Solutions/FA
 2/17/21  Illumina, Inc.                    10-K        1/03/21  102:13M

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