Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.73M
2: EX-4.K Instrument Defining the Rights of Security Holders HTML 54K
3: EX-4.L Instrument Defining the Rights of Security Holders HTML 147K
4: EX-10.C Material Contract HTML 129K
5: EX-10.F Material Contract HTML 188K
6: EX-10.G Material Contract HTML 97K
7: EX-10.K Material Contract HTML 58K
8: EX-10.L Material Contract HTML 82K
9: EX-10.N Material Contract HTML 51K
10: EX-10.R Material Contract HTML 80K
11: EX-10.S Material Contract HTML 77K
12: EX-10.T Material Contract HTML 76K
13: EX-10.V Material Contract HTML 79K
14: EX-21 Subsidiaries List HTML 89K
15: EX-22 Published Report re: Matters Submitted to a Vote HTML 52K
of Security Holders
16: EX-23 Consent of Expert or Counsel HTML 53K
17: EX-24 Power of Attorney HTML 61K
21: EX-99.C Miscellaneous Exhibit HTML 55K
18: EX-31.A Certification -- §302 - SOA'02 HTML 56K
19: EX-31.B Certification -- §302 - SOA'02 HTML 56K
20: EX-32 Certification -- §906 - SOA'02 HTML 53K
28: R1 Cover Page HTML 138K
29: R2 Statement of Earnings (Loss) HTML 215K
30: R3 Statement of Financial Position HTML 237K
31: R4 Statement of Financial Position (Parenthetical) HTML 56K
32: R5 Statement of Cash Flows HTML 246K
33: R6 Consolidated Statement of Comprehensive Income HTML 105K
(Loss)
34: R7 Consolidated Statement of Changes in Shareholders' HTML 157K
Equity
35: R8 Basis of Presentation and Summary of Significant HTML 103K
Accounting Policies
36: R9 Businesses Held for Sale and Discontinued HTML 144K
Operations
37: R10 Investment Securities HTML 107K
38: R11 Current and Long-Term Receivables HTML 111K
39: R12 Financing Receivables and Allowances HTML 106K
40: R13 Inventories, Including Deferred Inventory Costs HTML 59K
41: R14 Property, Plant and Equipment and Operating Leases HTML 117K
42: R15 Goodwill and Other Intangible Assets HTML 109K
43: R16 Contract and Other Deferred Assets & Progress HTML 161K
Collections and Deferred Income
44: R17 All Other Assets HTML 96K
45: R18 Borrowings HTML 110K
46: R19 Insurance Liabilities and Annuity Benefits HTML 92K
47: R20 Postretirement Benefit Plans HTML 325K
48: R21 Current and All Other Liabilities HTML 84K
49: R22 Income Taxes HTML 180K
50: R23 Shareholders? Equity HTML 96K
51: R24 Share-Based Compensation HTML 90K
52: R25 Earnings Per Share Information HTML 90K
53: R26 Other Income HTML 66K
54: R27 Fair Value Measurements HTML 106K
55: R28 Financial Instruments HTML 154K
56: R29 Variable Interest Entities HTML 55K
57: R30 Commitments, Guarantees, Product Warranties and HTML 96K
Other Loss Contingencies
58: R31 Intercompany Transactions HTML 86K
59: R32 Operating Segments HTML 302K
60: R33 Baker Hughes Summarized Financial Information HTML 69K
61: R34 Basis of Presentation and Summary of Significant HTML 167K
Accounting Policies (Policies)
62: R35 Businesses Held for Sale and Discontinued HTML 142K
Operations (Tables)
63: R36 Investment Securities (Tables) HTML 105K
64: R37 Current and Long-Term Receivables (Tables) HTML 127K
65: R38 Financing Receivables and Allowances (Tables) HTML 161K
66: R39 Inventories, Including Deferred Inventory Costs HTML 60K
(Tables)
67: R40 Property, Plant and Equipment and Operating Leases HTML 119K
(Tables)
68: R41 Goodwill and Other Intangible Assets (Tables) HTML 110K
69: R42 Contract and Other Deferred Assets & Progress HTML 156K
Collections and Deferred Income (Tables)
70: R43 All Other Assets (Tables) HTML 112K
71: R44 Borrowings (Tables) HTML 105K
72: R45 Insurance Liabilities and Annuity Benefits HTML 85K
(Tables)
73: R46 Postretirement Benefit Plans (Tables) HTML 322K
74: R47 Current and All Other Liabilities (Tables) HTML 83K
75: R48 Income Taxes (Tables) HTML 184K
76: R49 Shareholders? Equity (Tables) HTML 92K
77: R50 Share-Based Compensation (Tables) HTML 100K
78: R51 Earnings Per Share Information (Tables) HTML 88K
79: R52 Other Income (Tables) HTML 66K
80: R53 Fair Value Measurements (Tables) HTML 107K
81: R54 Financial Instruments (Tables) HTML 186K
82: R55 Commitments, Guarantees, Product Warranties and HTML 62K
Other Loss Contingencies (Tables)
83: R56 Intercompany Transactions (Tables) HTML 84K
84: R57 Operating Segments (Tables) HTML 306K
85: R58 Baker Hughes Summarized Financial Information HTML 85K
(Tables)
86: R59 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 55K
ACCOUNTING POLICIES - Revenues from Sale of
Services (Details)
87: R60 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 62K
ACCOUNTING POLICIES - Collaborative Arrangements
(Details)
88: R61 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 55K
ACCOUNTING POLICIES - Cash, Cash Equivalents and
Restricted Cash (Details)
89: R62 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 61K
ACCOUNTING POLICIES - Accounting Changes (Details)
90: R63 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 69K
OPERATIONS - Assets and Liabilities of Businesses
Held for Sale, Narrative (Details)
91: R64 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 100K
OPERATIONS - Discontinued Operations, Narrative
(Details)
92: R65 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 112K
OPERATIONS - Financial Information for
Discontinued Operations (Details)
93: R66 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 92K
OPERATIONS - Financial Information for Assets and
Liabilities (Details)
94: R67 INVESTMENT SECURITIES - Schedule of Investment HTML 97K
Securities (Details)
95: R68 INVESTMENT SECURITIES - Narrative (Details) HTML 85K
96: R69 INVESTMENT SECURITIES - Net (Purchases) HTML 60K
Dispositions of Investment Securities (Details)
97: R70 INVESTMENT SECURITIES - Contractual Maturities HTML 75K
(Details)
98: R71 CURRENT AND LONG-TERM RECEIVABLES - Schedule of HTML 89K
Current Receivables (Details)
99: R72 CURRENT AND LONG-TERM RECEIVABLES - Sales of GE HTML 58K
Industrial Current Customer Receivables, Narrative
(Details)
100: R73 CURRENT AND LONG-TERM RECEIVABLES - Sales of GE HTML 72K
Industrial Current Customer Receivables (Details)
101: R74 CURRENT AND LONG-TERM RECEIVABLES - Schedule of HTML 70K
Long-term Receivables (Details)
102: R75 CURRENT AND LONG-TERM RECEIVABLES - Unconsolidated HTML 74K
Receivables Facilities (Details)
103: R76 CURRENT AND LONG-TERM RECEIVABLES - Consolidated HTML 76K
Securitization Entities (Details)
104: R77 FINANCING RECEIVABLES AND ALLOWANCES - Financing HTML 77K
Receivables, Net (Details)
105: R78 FINANCING RECEIVABLES AND ALLOWANCES - Net HTML 97K
Investment in Financing Leases (Details)
106: R79 FINANCING RECEIVABLES AND ALLOWANCES - Cash Flows HTML 63K
Associated with Financing Receivables (Details)
107: R80 FINANCING RECEIVABLES AND ALLOWANCES - Contractual HTML 69K
Maturities (Details)
108: R81 FINANCING RECEIVABLES AND ALLOWANCES - Narrative HTML 63K
(Details)
109: R82 Inventories, Including Deferred Inventory Costs HTML 60K
(Details)
110: R83 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 122K
- Schedule of Property, Plant and Equipment and
Depreciable Lives (Details)
111: R84 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 84K
- Narrative (Details)
112: R85 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 67K
- Schedule of Noncancellable Future Rentals Due
(Details)
113: R86 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 61K
- Operating Lease Expense (Details)
114: R87 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 71K
- Maturity of Lease Liabilities (Details)
115: R88 PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES HTML 61K
- Supplemental Information Related to Operating
Leases (Details)
116: R89 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 88K
Goodwill Balances (Details)
117: R90 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 109K
(Details)
118: R91 GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible HTML 83K
Assets Subject to Amortization (Details)
119: R92 GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated 5 HTML 63K
Year Amortization (Details)
120: R93 CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS HTML 79K
COLLECTIONS AND DEFERRED INCOME - Narrative
(Details)
121: R94 CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS HTML 125K
COLLECTIONS AND DEFERRED INCOME - Schedule of
Contract Assets (Details)
122: R95 CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS HTML 101K
COLLECTIONS AND DEFERRED INCOME - Progress
Collections and Deferred Income (Details)
123: R96 ALL OTHER ASSETS - Schedule of All Other Assets HTML 88K
(Details)
124: R97 ALL OTHER ASSETS - Equity Method Investments HTML 78K
(Details)
125: R98 BORROWINGS - Schedule of Borrowings (Details) HTML 109K
126: R99 BORROWINGS - Narrative (Details) HTML 145K
127: R100 BORROWINGS - Maturities of Borrowings (Details) HTML 76K
128: R101 INSURANCE LIABILITIES AND ANNUITY BENEFITS - HTML 88K
Schedule of Investment Contracts, Insurance
Liabilities and Insurance Annuity Benefits
(Details)
129: R102 INSURANCE LIABILITIES AND ANNUITY BENEFITS - HTML 83K
Narrative (Details)
130: R103 POSTRETIREMENT BENEFIT PLANS - Pension Benefits HTML 57K
and Retiree Health and Life Benefits (Details)
131: R104 POSTRETIREMENT BENEFIT PLANS - Description of HTML 75K
Postretirement Benefit Plans (Details)
132: R105 POSTRETIREMENT BENEFIT PLANS - Funding Status by HTML 88K
Plan Type (Details)
133: R106 POSTRETIREMENT BENEFIT PLANS - Funding (Details) HTML 74K
134: R107 POSTRETIREMENT BENEFIT PLANS - Actions (Details) HTML 62K
135: R108 POSTRETIREMENT BENEFIT PLANS - Cost of Benefits HTML 135K
Plans and Assumptions (Details)
136: R109 POSTRETIREMENT BENEFIT PLANS - Plan Funded Status HTML 169K
and Amounts Recorded in Accumulated Other
Comprehensive Income (Loss) (Details)
137: R110 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 98K
Assets, Pension Plans (Details)
138: R111 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 67K
Assets, Pension Plans (Narrative) (Details)
139: R112 POSTRETIREMENT BENEFIT PLANS - Asset Allocation HTML 81K
(Details)
140: R113 POSTRETIREMENT BENEFIT PLANS - Asset Allocation HTML 60K
(Narrative) (Details)
141: R114 POSTRETIREMENT BENEFIT PLANS - Annualized Returns HTML 61K
(Details)
142: R115 POSTRETIREMENT BENEFIT PLANS - Estimated Future HTML 73K
Benefit Payments, Benefit Plans (Details)
143: R116 POSTRETIREMENT BENEFIT PLANS - Defined HTML 53K
Contribution Plan (Details)
144: R117 POSTRETIREMENT BENEFIT PLANS - Cost of HTML 94K
Postretirement Benefit Plans and Changes in Other
Comprehensive Income (Details)
145: R118 Current and All Other Liabilities (Details) HTML 120K
146: R119 Income Taxes - (Benefit) Provision for Income HTML 68K
Taxes (Details)
147: R120 Income Taxes - Consolidated Earnings (Loss) from HTML 62K
Continuing Operations Before Income Taxes
(Details)
148: R121 INCOME TAXES - Consolidated (Benefit) Provision HTML 70K
for Income Taxes (Details)
149: R122 INCOME TAXES - Income Taxes Paid (Recovered) HTML 58K
(Details)
150: R123 INCOME TAXES - Reconciliation of U.S. Federal HTML 99K
Statutory Income Tax Rate to Actual Income Tax
Rate (Details)
151: R124 INCOME TAXES - Narrative (Details) HTML 83K
152: R125 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 68K
153: R126 INCOME TAXES - Unrecognized Tax Benefits HTML 74K
Reconciliation (Details)
154: R127 INCOME TAXES - Components of Net Deferred Income HTML 115K
Tax Assets (Liability) (Details)
155: R128 SHAREHOLDERS? EQUITY - Schedule of Shareowners' HTML 137K
Equity (Details)
156: R129 SHAREHOLDERS? EQUITY - Narrative (Details) HTML 114K
157: R130 SHARE-BASED COMPENSATION - Narrative (Details) HTML 93K
158: R131 SHARE-BASED COMPENSATION - Weighted Average Grant HTML 61K
Date Fair Value (Details)
159: R132 SHARE-BASED COMPENSATION - Stock-Based HTML 153K
Compensation Activity (Details)
160: R133 SHARE-BASED COMPENSATION - Schedule of HTML 69K
Compensation Expense, Cash Proceeds and Intrinsic
Value (Details)
161: R134 Earnings Per Share Information (Details) HTML 135K
162: R135 Other Income (Details) HTML 103K
163: R136 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 101K
Measured at Fair Value on Recurring Basis
(Details)
164: R137 FAIR VALUE MEASUREMENTS - Schedule of Level 3 HTML 76K
Instruments (Details)
165: R138 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 65K
Carried at Fair Value (Details)
166: R139 FINANCIAL INSTRUMENTS - Derivatives and Hedging HTML 58K
(Details)
167: R140 FINANCIAL INSTRUMENTS - Fair Value of Derivatives HTML 130K
(Details)
168: R141 FINANCIAL INSTRUMENTS - Fair Value Hedges HTML 58K
(Details)
169: R142 FINANCIAL INSTRUMENTS - Cash Flow Hedges (Details) HTML 64K
170: R143 FINANCIAL INSTRUMENTS - Net Investment Hedges HTML 63K
(Details)
171: R144 FINANCIAL INSTRUMENTS - Effects of Derivative HTML 115K
Financial Instruments (Details)
172: R145 FINANCIAL INSTRUMENTS - Counterparty Credit Risk HTML 59K
(Details)
173: R146 Variable Interest Entities (Details) HTML 73K
174: R147 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 89K
OTHER LOSS CONTINGENCIES - Commitments (Details)
175: R148 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 66K
OTHER LOSS CONTINGENCIES - Guarantees (Details)
176: R149 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 61K
OTHER LOSS CONTINGENCIES - Product Warranties Roll
Forward (Details)
177: R150 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 69K
OTHER LOSS CONTINGENCIES - Alstom Legacy Legal
Matters (Details)
178: R151 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 70K
OTHER LOSS CONTINGENCIES - Shareholder and Related
Lawsuits (Details)
179: R152 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 60K
OTHER LOSS CONTINGENCIES - Other GE Retirement
Savings Plan Class Actions (Details)
180: R153 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 56K
OTHER LOSS CONTINGENCIES - SEC Investigation
(Details)
181: R154 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 64K
OTHER LOSS CONTINGENCIES - Bank BPH (Details)
182: R155 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 62K
OTHER LOSS CONTINGENCIES - Environmental, Health
and Safety Matters (Details)
183: R156 Intercompany Transactions (Details) HTML 89K
184: R157 OPERATING SEGMENTS - Reconciliation of Revenues HTML 91K
(Details)
185: R158 OPERATING SEGMENTS - Equipment and Services HTML 99K
Revenues Classification (Details)
186: R159 OPERATING SEGMENTS - Geographic Revenues (Details) HTML 148K
187: R160 OPERATING SEGMENTS - Segment Revenues (Details) HTML 107K
188: R161 OPERATING SEGMENTS - Narrative (Details) HTML 75K
189: R162 OPERATING SEGMENTS - Remaining Performance HTML 73K
Obligation (Details)
190: R163 OPERATING SEGMENTS - Reconciliation of Profit and HTML 112K
Earnings (Details)
191: R164 OPERATING SEGMENTS - Reconciliation of Interest HTML 64K
and Income Taxes (Details)
192: R165 OPERATING SEGMENTS - Reconciliation of Assets, HTML 93K
Property, Plant and Equipment Additions and
Depreciation and Amortization (Details)
193: R166 OPERATING SEGMENTS - Assets by Geographic Area HTML 72K
(Details)
194: R167 Baker Hughes Summarized Financial Information HTML 139K
(Details)
196: XML IDEA XML File -- Filing Summary XML 366K
27: XML XBRL Instance -- ge-20201231_htm XML 10.17M
195: EXCEL IDEA Workbook of Financial Reports XLSX 309K
23: EX-101.CAL XBRL Calculations -- ge-20201231_cal XML 681K
24: EX-101.DEF XBRL Definitions -- ge-20201231_def XML 2.99M
25: EX-101.LAB XBRL Labels -- ge-20201231_lab XML 4.57M
26: EX-101.PRE XBRL Presentations -- ge-20201231_pre XML 3.38M
22: EX-101.SCH XBRL Schema -- ge-20201231 XSD 500K
197: JSON XBRL Instance as JSON Data -- MetaLinks 988± 1.52M
198: ZIP XBRL Zipped Folder -- 0000040545-21-000011-xbrl Zip 1.27M
GE
Restricted Stock Unit Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)
Grant Date
RSUs Granted
Vesting Schedule
Number of RSUs
Vesting Date
<<Date>>
<<No.
of RSUs>>
<< >>%
<<Date>>
<< >>%
<<Date>>
1.Grant. The Management Development and Compensation Committee (“Committee”) of the Board of Directors of General Electric Company (“Company”) has granted the above number of Restricted Stock Units (“RSUs”) to the individual named in this Grant Agreement (“Grantee”). Once vested, each RSU entitles the Grantee to receive from the Company (i) one Share of Company common stock, par value $0.06 per
share and (ii) a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the GE 2007 Long-Term Incentive Plan as amended and restated April 26, 2017 and as further amended and restated February 15, 2019 (“Plan”), and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2.Vesting. In order to vest in an RSU, the Grantee must be continuously employed by the Company and its Affiliates from the Grant Date through the applicable Vesting Date listed above. All unvested RSUs shall be immediately cancelled upon termination of employment for any reason before
the Vesting Date, except as specifically provided below:
i.Death or Disability. If the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.
ii. Transfer
of Business to Successor Employer. If the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of transferring directly to employment with a successor employer in connection with transfer by the Company or Affiliate of a business operation, then the RSU shall vest as of such date.
3.Dividend Equivalents. The Company will establish an amount for each RSU equal to the per Share quarterly dividend payments made to Shareholders during the period beginning on the Grant Date and ending on the date that such RSU vests or is cancelled
(“Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and, upon vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the Dividend Equivalents on the same date that a share is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a RSU that is cancelled are immediately forfeited upon cancellation and will not be paid.
4.Delivery and Tax Withholding. Within two weeks of the date the RSU vests, the Company shall deliver to the Grantee a number of Shares equal to the number of vested RSUs and the Dividend Equivalent cash
amount with respect to each vested RSU (in each case net of applicable tax withholding and fees). Delivery shall be electronic, through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company. The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of Shares may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such
Shares to the extent such postponement is permissible under Section 409A of the Code.
5.Data Security and Privacy.
i.Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in the Company,
and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating Shares in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with GE’s Employment Data Protection Standards and the Uses of Employment Data for GE Entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.onehr.ge.com.
ii.Administrative
Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade Shares acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed here.
6.Non-solicitation
and Compliance with Agreements. To the extent permitted under local law, during the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment, the Grantee will not, without prior written approval from the senior human resources leader of the Grantee’s business segment: (a) directly or indirectly solicit or encourage any person who is an employee of the Company or any of its Affiliates to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired
by an entity for which the Grantee works, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and its Affiliates, an employee of the Company or any of its Affiliates; or (c) provide any non-public information regarding an employee of the Company or its Affiliates to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers.
Furthermore, during the Grantee’s employment with the
Company or its Affiliate, and for all periods thereafter, the Grantee will not breach his or her Employee Innovation and Proprietary Information Agreement or otherwise disclose the Company’s or Affiliate’s non-public information.
The Grantee agrees that any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and its Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and its Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent
the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and its Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as repay any payments made hereunder (regardless of whether the RSUs are vested), except to the extent that such reimbursement is prohibited by law.
7.Additional Requirements. The Company reserves the right to impose other requirements on the Award, Shares acquired pursuant to the Award, and the Grantee's participation in the Plan to the extent the
Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or
to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
8.Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue
or terminate any RSUs without the consent of the Grantee. Furthermore, to the extent permitted under local law, the RSUs provided under this Grant Agreement shall be subject to the Company’s policy with respect to the compensation recoupment, as in effect and amended from time to time. The Grantee agrees that the Company may take any such actions as are necessary to effectuate the recoupment policy or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s Shares and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such Shares and other assets to the Company. Also, the
RSUs shall be null and void to the extent the grant of RSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.
9.Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.
10.Interpretation and Construction. This Grant Agreement and the Plan shall be construed and
interpreted by the Committee, in its sole discretion. Any interpretation or other determination by Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.
11.Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this
Grant Agreement will be severable and enforceable to the extent permitted by law.
12.Shareholder Rights. The Grantee shall not have any voting or other Shareholder rights unless and until Shares are actually delivered to the Grantee.
13.No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any of its Affiliates.
14.Discretionary
Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and its Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
15.No
Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.
16.Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors or administrators.
17.Section
409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code (“Section 409A”) and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion.
18.Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the
provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.
By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.
19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under
the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
20.Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on Appendix A
for Grantees who reside outside
of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, 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. Appendix A constitutes part of this Grant Agreement.
Dates Referenced Herein and Documents Incorporated by Reference
