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General Electric Co – ‘10-K’ for 12/31/19 – ‘EX-10.Y’

On:  Monday, 2/24/20, at 4:34pm ET   ·   For:  12/31/19   ·   Accession #:  40545-20-9   ·   File #:  1-00035

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

 2/24/20  General Electric Co               10-K       12/31/19  198:40M

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   5.57M 
 2: EX-4.K      Instrument Defining the Rights of Security Holders  HTML     56K 
 3: EX-4.L      Instrument Defining the Rights of Security Holders  HTML    183K 
 4: EX-10.R     Material Contract                                   HTML     77K 
 5: EX-10.X     Material Contract                                   HTML     97K 
 6: EX-10.Y     Material Contract                                   HTML     81K 
 7: EX-10.Z     Material Contract                                   HTML    110K 
 8: EX-21       Subsidiaries List                                   HTML    108K 
 9: EX-23       Consent of Experts or Counsel                       HTML     57K 
10: EX-24.A     Power of Attorney                                   HTML     67K 
14: EX-99.C     Miscellaneous Exhibit                               HTML     57K 
11: EX-31.A     Certification -- §302 - SOA'02                      HTML     60K 
12: EX-31.B     Certification -- §302 - SOA'02                      HTML     60K 
13: EX-32       Certification -- §906 - SOA'02                      HTML     55K 
20: R1          Cover Page                                          HTML    138K 
139: R2          Statement of Earnings (Loss)                        HTML    210K  
158: R3          Statement of Financial Position                     HTML    213K  
93: R4          Statement of Financial Position (Parenthetical)     HTML     72K 
21: R5          Statement of Cash Flows                             HTML    274K 
141: R6          Statement of Comprehensive Income (Loss)            HTML    102K  
160: R7          Statement of Changes in Shareholders' Equity        HTML    138K  
91: R8          Basis of Presentation and Summary of Significant    HTML    116K 
                Accounting Policies                                              
27: R9          Businesses Held for Sale and Discontinued           HTML    237K 
                Operations                                                       
146: R10         Investment Securities                               HTML    111K  
170: R11         Current and Long-Term Receivables                   HTML    156K  
105: R12         Financing Receivables and Allowances                HTML    124K  
41: R13         Inventories                                         HTML     60K 
147: R14         Property, Plant and Equipment and Operating Leases  HTML    150K  
171: R15         Goodwill and Other Intangible Assets                HTML    140K  
106: R16         Contract and Other Deferred Assets & Progress       HTML    183K  
                Collections and Deferred Income                                  
42: R17         All Other Assets                                    HTML     73K 
144: R18         Borrowings                                          HTML    145K  
174: R19         Insurance Liabilities and Annuity Benefits          HTML    116K  
67: R20         Postretirement Benefit Plans                        HTML    436K 
48: R21         Current and All Other Liabilities                   HTML     89K 
112: R22         Income Taxes                                        HTML    239K  
183: R23         Shareholders? Equity                                HTML    136K  
68: R24         Share-Based Compensation                            HTML    119K 
49: R25         Earnings Per Share Information                      HTML    113K 
113: R26         Other Income                                        HTML     73K  
184: R27         Fair Value Measurements                             HTML    152K  
71: R28         Financial Instruments                               HTML    218K 
45: R29         Variable Interest Entities                          HTML     58K 
36: R30         Commitments, Guarantees, Product Warranties and     HTML    117K 
                Other Loss Contingencies                                         
102: R31         Cash Flows Information                              HTML    154K  
177: R32         Intercompany Transactions                           HTML    102K  
151: R33         Operating Segments                                  HTML    325K  
35: R34         Guarantor Financial Information                     HTML    448K 
101: R35         Baker Hughes Summarized Financial Information       HTML     68K  
176: R36         Quarterly Information (Unaudited)                   HTML    159K  
150: R37         Basis of Presentation and Summary of Significant    HTML    188K  
                Accounting Policies (Policies)                                   
38: R38         Businesses Held for Sale and Discontinued           HTML    225K 
                Operations (Tables)                                              
98: R39         Investment Securities (Tables)                      HTML    103K 
63: R40         Current and Long-Term Receivables (Tables)          HTML    196K 
85: R41         Financing Receivables and Allowances (Tables)       HTML    248K 
189: R42         Inventories (Tables)                                HTML     62K  
118: R43         Property, Plant and Equipment and Operating Leases  HTML    152K  
                (Tables)                                                         
59: R44         Goodwill and Other Intangible Assets (Tables)       HTML    134K 
82: R45         Contract and Other Deferred Assets & Progress       HTML    178K 
                Collections and Deferred Income (Tables)                         
186: R46         All Other Assets (Tables)                           HTML     73K  
115: R47         Borrowings (Tables)                                 HTML    138K  
64: R48         Insurance Liabilities and Annuity Benefits          HTML    100K 
                (Tables)                                                         
80: R49         Postretirement Benefit Plans (Tables)               HTML    422K 
94: R50         Current and All Other Liabilities (Tables)          HTML     89K 
30: R51         Income Taxes (Tables)                               HTML    251K 
128: R52         Shareholders? Equity (Tables)                       HTML    123K  
154: R53         Share-Based Compensation (Tables)                   HTML    131K  
96: R54         Earnings Per Share Information (Tables)             HTML    111K 
33: R55         Other Income (Tables)                               HTML     72K 
130: R56         Fair Value Measurements (Tables)                    HTML    151K  
156: R57         Financial Instruments (Tables)                      HTML    266K  
97: R58         Commitments, Guarantees, Product Warranties and     HTML     67K 
                Other Loss Contingencies (Tables)                                
29: R59         Cash Flows Information (Tables)                     HTML    152K 
122: R60         Intercompany Transactions (Tables)                  HTML     98K  
190: R61         Operating Segments (Tables)                         HTML    342K  
74: R62         Guarantor Financial Information (Tables)            HTML    628K 
53: R63         Baker Hughes Summarized Financial Information       HTML     66K 
                (Tables)                                                         
127: R64         Quarterly Information (Unaudited) (Tables)          HTML    158K  
195: R65         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     56K  
                ACCOUNTING POLICIES - Revenues from Sale of                      
                Services (Details)                                               
79: R66         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     63K 
                ACCOUNTING POLICIES - Collaborative Arrangements                 
                (Details)                                                        
58: R67         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     57K 
                ACCOUNTING POLICIES - Cash, Cash Equivalents and                 
                Restricted Cash (Details)                                        
120: R68         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     63K  
                ACCOUNTING POLICIES - Accounting Changes (Details)               
197: R69         BUSINESSES HELD FOR SALE AND DISCONTINUED           HTML    227K  
                OPERATIONS - Narrative (Details)                                 
167: R70         INVESTMENT SECURITIES - Schedule of Investment      HTML     84K  
                Securities (Details)                                             
136: R71         BUSINESSES HELD FOR SALE AND DISCONTINUED           HTML    120K  
                OPERATIONS - Financial Information for Assets and                
                Liabilities (Details)                                            
28: R72         INVESTMENT SECURITIES - Narrative (Details)         HTML     85K 
92: R73         BUSINESSES HELD FOR SALE AND DISCONTINUED           HTML    163K 
                OPERATIONS - Financial Information for                           
                Discontinued Operations (Details)                                
162: R74         INVESTMENT SECURITIES - Contractual Maturities      HTML     79K  
                (Details)                                                        
131: R75         CURRENT AND LONG-TERM RECEIVABLES - Schedule of     HTML     92K  
                Current Receivables (Details)                                    
22: R76         CURRENT AND LONG-TERM RECEIVABLES - Sales of GE     HTML     63K 
                Current Customer Receivables, Narrative (Details)                
86: R77         CURRENT AND LONG-TERM RECEIVABLES - Sales of GE     HTML     72K 
                Current Customer Receivables (Details)                           
159: R78         CURRENT AND LONG-TERM RECEIVABLES - Schedule of     HTML     68K  
                Long-term Receivables (Details)                                  
140: R79         CURRENT AND LONG-TERM RECEIVABLES - Sales of GE     HTML     57K  
                Long-Term Receivables, Narrative (Details)                       
165: R80         CURRENT AND LONG-TERM RECEIVABLES - Sales of GE     HTML     66K  
                Long-term Receivables (Details)                                  
135: R81         CURRENT AND LONG-TERM RECEIVABLES - Unconsolidated  HTML     71K  
                Receivables Facilities (Details)                                 
25: R82         CURRENT AND LONG-TERM RECEIVABLES - Consolidated    HTML     71K 
                Securitization Entities (Details)                                
90: R83         FINANCING RECEIVABLES AND ALLOWANCES - Financing    HTML     74K 
                Receivables, Net (Details)                                       
164: R84         FINANCING RECEIVABLES AND ALLOWANCES - Net          HTML    111K  
                Investment in Financing Leases (Details)                         
132: R85         FINANCING RECEIVABLES AND ALLOWANCES - Contractual  HTML     70K  
                Maturities (Details)                                             
24: R86         FINANCING RECEIVABLES AND ALLOWANCES - Narrative    HTML     64K 
                (Details)                                                        
87: R87         Inventories (Details)                               HTML     60K 
157: R88         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML    119K  
                - Schedule of Property, Plant and Equipment and                  
                Depreciable Lives (Details)                                      
137: R89         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML     75K  
                - Narrative (Details)                                            
124: R90         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML     68K  
                - Schedule of Noncancellable Future Rentals Due                  
                (Details)                                                        
191: R91         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML     62K  
                - Operating Lease Expense (Details)                              
76: R92         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML     71K 
                - Maturity of Lease Liabilities (Details)                        
54: R93         PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES  HTML     62K 
                - Supplemental Information Related to Operating                  
                Leases (Details)                                                 
125: R94         GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in   HTML     86K  
                Goodwill Balances (Details)                                      
194: R95         GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative    HTML    109K  
                (Details)                                                        
77: R96         GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible   HTML     71K 
                Assets Subject to Amortization (Details)                         
57: R97         GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated 5  HTML     64K 
                Year Amortization (Details)                                      
121: R98         CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS       HTML     74K  
                COLLECTIONS AND DEFERRED INCOME - Narrative                      
                (Details)                                                        
198: R99         CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS       HTML    135K  
                COLLECTIONS AND DEFERRED INCOME - Schedule of                    
                Contract Assets (Details)                                        
50: R100        CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS       HTML     92K 
                COLLECTIONS AND DEFERRED INCOME - Progress                       
                Collections and Deferred Income (Details)                        
69: R101        All Other Assets (Details)                          HTML     80K 
185: R102        BORROWINGS - Schedule of Borrowings (Details)       HTML    109K  
114: R103        BORROWINGS - Narrative (Details)                    HTML    120K  
47: R104        BORROWINGS - Maturities of Borrowings (Details)     HTML     82K 
66: R105        INSURANCE LIABILITIES AND ANNUITY BENEFITS -        HTML     92K 
                Schedule of Investment Contracts, Insurance                      
                Liabilities and Insurance Annuity Benefits                       
                (Details)                                                        
182: R106        INSURANCE LIABILITIES AND ANNUITY BENEFITS -        HTML    107K  
                Narrative (Details)                                              
111: R107        POSTRETIREMENT BENEFIT PLANS - Pension Benefits     HTML    103K  
                and Retiree Health and Life Benefits (Details)                   
44: R108        POSTRETIREMENT BENEFIT PLANS - Cost of Benefits     HTML    124K 
                Plans and Assumptions (Details)                                  
70: R109        POSTRETIREMENT BENEFIT PLANS - Plan Funded Status   HTML    179K 
                and Amounts Recorded in Accumulated Other                        
                Comprehensive Income (Loss) (Details)                            
100: R110        POSTRETIREMENT BENEFIT PLANS - Composition of Plan  HTML     98K  
                Assets, Pension Plans (Details)                                  
34: R111        POSTRETIREMENT BENEFIT PLANS - Composition of Plan  HTML     67K 
                Assets, Pension Plans (Narrative) (Details)                      
149: R112        POSTRETIREMENT BENEFIT PLANS - Asset Allocation     HTML     82K  
                (Details)                                                        
175: R113        POSTRETIREMENT BENEFIT PLANS - Asset Allocation     HTML     60K  
                (Narrative) (Details)                                            
103: R114        POSTRETIREMENT BENEFIT PLANS - Funding Policy       HTML     80K  
                (Details)                                                        
37: R115        POSTRETIREMENT BENEFIT PLANS - Estimated Future     HTML     75K 
                Benefit Payments, Benefit Plans (Details)                        
152: R116        POSTRETIREMENT BENEFIT PLANS - Defined              HTML     54K  
                Contribution Plan (Details)                                      
178: R117        POSTRETIREMENT BENEFIT PLANS - Cost of              HTML     95K  
                Postretirement Benefit Plans and Changes in Other                
                Comprehensive Income (Details)                                   
99: R118        Current and All Other Liabilities (Details)         HTML    117K 
39: R119        INCOME TAXES - Narrative (Details)                  HTML    100K 
108: R120        Income Taxes - (Benefit) Provision for Income       HTML     68K  
                Taxes (Details)                                                  
180: R121        Income Taxes - Consolidated Earnings (Loss) from    HTML     62K  
                Continuing Operations Before Income Taxes                        
                (Details)                                                        
72: R122        INCOME TAXES - Consolidated (Benefit) Provision     HTML     73K 
                for Income Taxes (Details)                                       
51: R123        INCOME TAXES - Income Taxes Paid (Recovered)        HTML     59K 
                (Details)                                                        
109: R124        INCOME TAXES - Reconciliation of U.S. Federal       HTML    103K  
                Statutory Income Tax Rate to Actual Income Tax                   
                Rate (Details)                                                   
181: R125        INCOME TAXES - Unrecognized Tax Benefits (Details)  HTML     70K  
73: R126        INCOME TAXES - Unrecognized Tax Benefits            HTML     76K 
                Reconciliation (Details)                                         
52: R127        INCOME TAXES - Components of Net Deferred Income    HTML    139K 
                Tax Assets (Liability) (Details)                                 
110: R128        SHAREHOLDERS? EQUITY - Schedule of Shareowners'     HTML    126K  
                Equity (Details)                                                 
179: R129        SHAREHOLDERS? EQUITY - Narrative (Details)          HTML    132K  
172: R130        SHARE-BASED COMPENSATION - Narrative (Details)      HTML     99K  
148: R131        SHARE-BASED COMPENSATION - Weighted Average Grant   HTML     63K  
                Date Fair Value (Details)                                        
43: R132        SHARE-BASED COMPENSATION - Stock-Based              HTML    164K 
                Compensation Activity (Details)                                  
107: R133        SHARE-BASED COMPENSATION - Schedule of              HTML     71K  
                Compensation Expense, Cash Proceeds and Intrinsic                
                Value (Details)                                                  
169: R134        Earnings Per Share Information (Details)            HTML    146K  
145: R135        Other Income (Details)                              HTML    101K  
40: R136        FAIR VALUE MEASUREMENTS - Assets and Liabilities    HTML    105K 
                Measured at Fair Value on Recurring Basis                        
                (Details)                                                        
104: R137        FAIR VALUE MEASUREMENTS - Schedule of Level 3       HTML     75K  
                Instruments (Details)                                            
173: R138        FAIR VALUE MEASUREMENTS - Assets Measured at Fair   HTML     73K  
                Value on Nonrecurring Basis (Details)                            
143: R139        FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     76K  
193: R140        FINANCIAL INSTRUMENTS - Assets and Liabilities Not  HTML     66K  
                Carried at Fair Value (Details)                                  
126: R141        FINANCIAL INSTRUMENTS - Derivatives and Hedging     HTML     58K  
                (Details)                                                        
56: R142        FINANCIAL INSTRUMENTS - Fair Value of Derivatives   HTML    131K 
                (Details)                                                        
78: R143        FINANCIAL INSTRUMENTS - Fair Value Hedges           HTML     59K 
                (Details)                                                        
192: R144        FINANCIAL INSTRUMENTS - Cash Flow Hedges (Details)  HTML     65K  
123: R145        FINANCIAL INSTRUMENTS - Net Investment Hedges       HTML     69K  
                (Details)                                                        
55: R146        FINANCIAL INSTRUMENTS - Effects of Derivative       HTML    113K 
                Financial Instruments (Details)                                  
75: R147        FINANCIAL INSTRUMENTS - Counterparty Credit Risk    HTML     61K 
                (Details)                                                        
196: R148        VARIABLE INTEREST ENTITIES - Narrative (Details)    HTML     71K  
119: R149        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     89K  
                OTHER LOSS CONTINGENCIES - Commitments (Details)                 
133: R150        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     69K  
                OTHER LOSS CONTINGENCIES - Guarantees (Details)                  
163: R151        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     62K  
                OTHER LOSS CONTINGENCIES - Product Warranties Roll               
                Forward (Details)                                                
88: R152        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     68K 
                OTHER LOSS CONTINGENCIES - WMC Legal Matters                     
                (Details)                                                        
23: R153        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     77K 
                OTHER LOSS CONTINGENCIES - Alstom Legacy Legal                   
                Matters (Details)                                                
134: R154        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     75K  
                OTHER LOSS CONTINGENCIES - Shareholder and Related               
                Lawsuits (Details)                                               
166: R155        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     59K  
                OTHER LOSS CONTINGENCIES - Bank BPH (Details)                    
89: R156        COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND     HTML     63K 
                OTHER LOSS CONTINGENCIES - Environmental, Health                 
                and Safety Matters (Details)                                     
26: R157        CASH FLOWS INFORMATION - GE Cash Flows Information  HTML    114K 
                (Details)                                                        
142: R158        CASH FLOWS INFORMATION - GE Cash Flows Information  HTML     61K  
                (Footnotes) (Details)                                            
161: R159        CASH FLOWS INFORMATION - GE Capital Cash Flows      HTML    117K  
                Information (Details)                                            
83: R160        Intercompany Transactions (Details)                 HTML     90K 
61: R161        OPERATING SEGMENTS - Reconciliation of Revenues     HTML     90K 
                (Details)                                                        
116: R162        OPERATING SEGMENTS - Equipment and Services         HTML     79K  
                Revenues Classification (Details)                                
187: R163        OPERATING SEGMENTS - Segment Revenues (Details)     HTML    101K  
84: R164        OPERATING SEGMENTS - Narrative (Details)            HTML     81K 
62: R165        OPERATING SEGMENTS - Remaining Performance          HTML     74K 
                Obligation (Details)                                             
117: R166        OPERATING SEGMENTS - Reconciliation of Profit and   HTML    135K  
                Earnings (Details)                                               
188: R167        OPERATING SEGMENTS - Reconciliation of Interest     HTML     64K  
                and Income Taxes (Details)                                       
81: R168        OPERATING SEGMENTS - Reconciliation of Assets,      HTML     99K 
                Property, Plant and Equipment Additions and                      
                Depreciation and Amortization (Details)                          
65: R169        OPERATING SEGMENTS - Assets by Geographic Area      HTML     71K 
                (Details)                                                        
32: R170        GUARANTOR FINANCIAL INFORMATION - Condensed         HTML    214K 
                Consolidating Statement of Earnings (Loss) and                   
                Comprehensive Income (Loss) (Details)                            
95: R171        GUARANTOR FINANCIAL INFORMATION - Condensed         HTML    110K 
                Consolidating Statement of Financial Position                    
                (Details)                                                        
155: R172        GUARANTOR FINANCIAL INFORMATION - Condensed         HTML    111K  
                Consolidating Statement of Cash Flows (Details)                  
129: R173        Baker Hughes Summarized Financial Information       HTML    105K  
                (Details)                                                        
31: R174        Quarterly Information (Unaudited) (Details)         HTML    149K 
168: XML         IDEA XML File -- Filing Summary                      XML    376K  
46: XML         XBRL Instance -- ge10-k2019_htm                      XML  13.14M 
153: EXCEL       IDEA Workbook of Financial Reports                  XLSX    288K  
16: EX-101.CAL  XBRL Calculations -- ge-20191231_cal                 XML    703K 
17: EX-101.DEF  XBRL Definitions -- ge-20191231_def                  XML   3.03M 
18: EX-101.LAB  XBRL Labels -- ge-20191231_lab                       XML   4.85M 
19: EX-101.PRE  XBRL Presentations -- ge-20191231_pre                XML   3.52M 
15: EX-101.SCH  XBRL Schema -- ge-20191231                           XSD    497K 
138: JSON        XBRL Instance as JSON Data -- MetaLinks              987±  1.54M  
60: ZIP         XBRL Zipped Folder -- 0000040545-20-000009-xbrl      Zip   1.14M 


‘EX-10.Y’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  
Exhibit 10(y)

exhibit10ydavidjoycep_image1.gif    

December 23, 2019 Equity Grant Agreement
GE 2007 Long-Term Incentive Plan

GE Performance Stock Unit Grant Agreement For David Joyce (“Grantee”)

Grant Date
PSUs Granted
Restriction Lapse Dates
1,500,000
December 31, 2020 (with respect to 50% of the PSUs) and December 31, 2021 (with respect to 50% of the PSUs), subject to the terms and conditions set forth below.

Performance Stock Unit Grant Agreement - terms & conditions

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 Performance Stock Units (“PSUs”) to the individual named in this grant agreement (“Grantee”). Each PSU entitles the Grantee to receive from the Company (i) one share of General Electric Company common stock, par value $0.06 per share (“Common Stock”), and (ii) cash payments based on dividends paid to shareholders of such stock, for each PSU for which the restrictions set forth in paragraph 3 (including subparagraph 3.1) lapse in accordance with their terms as set forth in this Grant Agreement, the GE 2007 Long-Term Incentive Plan (“Plan”) and any rules or procedures adopted by the Committee.

2.
Dividend Equivalents.  Until such time as the following restrictions lapse, or the PSUs are cancelled, whichever occurs first, the Company will establish an amount to be paid to the Grantee (“Dividend Equivalent”) equal to the number of PSUs subject to restriction times the per share quarterly dividend payments made to shareholders of the Company’s Common Stock. The Company shall accumulate Dividend Equivalents and will pay the Grantee a cash amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Such amount shall be paid with respect to each share on the same date that such share is delivered as set forth in paragraph 4. Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to PSUs that are cancelled

1



(or adjusted below target) will not be paid and are immediately forfeited upon cancellation of the PSUs.

3.
Restrictions/Performance Goals.  On each Restriction Lapse Date, the requirement to remain continuously employed by the Company and its Affiliates (as defined below) shall lapse with respect to 50% of the total number of PSUs specified in this Grant Agreement, as further subject to and adjusted based on performance as set forth in subparagraph 3.1 (“Adjusted PSUs”).  PSUs for which the requirement to remain employed has not lapsed shall be immediately cancelled upon termination of employment, except as follows:

a.
Employment Termination Due to Death or Disability.  If the Grantee’s employment with the Company and its Affiliates (as defined below) terminates as a result of the Grantee’s death or disability, then a pro-rata portion of each PSU shall lapse as if the target described in subparagraph 3.1 were met. The pro-rata portion of each PSU shall be based upon the number of days employed during the relevant service period for such PSU, as described in subparagraph 3.1. Each such PSU will be paid to the Grantee’s estate (in the event of death) or Grantee (in the event of disability) within 30 days following the Grantee’s death or disability. For this purpose, “disability” means the inability to perform any job for which the Grantee is reasonably suited by means of education, training or experience.

b.
Voluntary Termination or Termination for Cause. If the Grantee's employment with the Company and its Affiliates (as defined below) is voluntarily terminated by the Grantee (and is not due to disability under subparagraph 3(a) above) or is involuntarily terminated by the Company and its Affiliates (as defined below) for cause, then all remaining PSUs for which the requirement to remain employed has not lapsed shall be immediately cancelled. For this purpose, “cause” shall be determined by the Company in its sole discretion, and may include a violation of a Company policy and/or code of conduct.

c.
Termination Due to Other Reasons.  If the Grantee’s employment with the Company and its Affiliates (as defined below) terminates for any other reason, and the Grantee and the Company have not entered into a written agreement explicitly providing otherwise in accordance with rules and procedures adopted by the Committee, then the PSUs for which the requirement to remain employed has not lapsed shall be immediately cancelled.

2




d.
Affiliate.  For purposes of this Grant Agreement, “Affiliate” shall have the meaning set forth in the Plan. That is, an “Affiliate” shall mean (i) any entity that, directly or indirectly, is owned 50% or more by the Company and thereby deemed under its control and (ii) any entity in which the Company has a significant equity interest as determined by the Committee. Transfer of employment among the Company and its Affiliates is not a termination of employment for purposes of this Grant.

e.
Vesting. The Committee or its delegates may modify the vesting of any PSUs in its discretion, consistent with applicable law.

3.1 Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for each lapse of restrictions, subject to paragraph 3, contingent on achievement of the following goals:

a.
40% of the PSUs (600,000) shall be contingent and adjusted based on achievement of the following goals for the March 19, 2019 to December 31, 2021 performance period:
   
i.
If the Company’s Total Shareowner Percentage Return (“TSR”) is equal to the 55th percentile (“target”) of the Total Shareowner Percentage Return for companies in the S&P 500 (“S&P 500 TSR”), then 100% of such PSUs shall be eligible for the lapse of restrictions.

ii.
If the Company TSR is equal to the 35th percentile (“threshold”) of the S&P 500 TSR, then one-quarter (25%) of such PSUs shall be eligible for the lapse of restrictions. All such PSUs shall be cancelled if Company TSR is less than Threshold performance.

iii.
If the Company TSR is equal to or exceeds the 80th percentile (“maximum”) of the S&P 500 TSR, then such PSUs to be eligible for the lapse of restrictions shall be adjusted upward by 75% (175%).

iv.
In the event that the Grantee remains employed with the Company through December 31, 2020, he shall be eligible for 25% of the PSUs granted pursuant to this Section 3.1(a) (i.e., 150,000 PSUs at target), subject to determination by the Committee of the satisfaction of the performance conditions mentioned above; if the Grantee remains

3



employed with the Company through December 31, 2021, he shall be eligible for the remaining 75% of the PSUs granted pursuant to this Section 3.1(a) (i.e., an additional 450,000 PSUs at target), subject to determination by the Committee of the satisfaction of the performance conditions mentioned above. In each case, determination of the satisfaction of the performance conditions is expected to occur at the Committee’s first regularly scheduled meeting after December 31, 2021.

b.
60% of the PSUs (900,000) shall be contingent and adjusted based on achievement of the goals for the Aviation business under the Company’s Annual Executive Incentive Plan (“AEIP”) as follows:

i.
The adjustment for one-third of such PSUs (300,000) shall correspond to the actual funding percentage (as may be adjusted by the Committee under the terms of the AEIP), for Aviation’s AEIP bonus pool for January 1, 2019 to December 31, 2019.

ii.
The adjustment for one-third of such PSUs (300,000) shall correspond to the actual funding percentage (as may be adjusted by the Committee under the terms of the AEIP), for Aviation’s AEIP bonus pool for January 1, 2020 to December 31, 2020.

iii.
The adjustment for one-third of such PSUs (300,000) shall correspond to the actual funding percentage (as may be adjusted by the Committee under the terms of the AEIP), for Aviation’s AEIP bonus pool for January 1, 2021 to December 31, 2021.

iv.
In the event that the Grantee remains employed with the Company through December 31, 2020, he shall be eligible for the PSUs granted pursuant to Sections 3.1(b)(i) and (ii) above, subject to determination of the satisfaction of the performance conditions mentioned above by the Committee. In the event that the Grantee remains employed with the Company through December 31, 2021, he shall be eligible for the PSUs granted pursuant to Section 3.1(b)(iii) above, subject to determination of the satisfaction of the performance conditions mentioned above by the Committee.

Adjustment based on TSR performance shall reflect a proportional percentage of such PSUs for performance between threshold and target, and for performance between target and maximum, determined based upon linear interpolation. Measurement of TSR and calculation of Aviation’s AEIP funding percentages shall be determined solely

4



by the Committee, in accordance with the customary accounting and financial reporting practices used by the Company for external reporting, and shall include adjustment for any recapitalization, split-up, spinoff, reorganization, restructuring or other similar corporate transaction as determined by the Committee to prevent dilution or enlargement of benefits or potential benefits intended from the PSUs. PSUs for which restrictions do not lapse in accordance with this paragraph shall be immediately cancelled.
 
4.
Delivery and Withholding Tax.  Except in the event of death or disability as described in subparagraph 3(a), as soon as practicable following the applicable Restriction Lapse Date, but in no event later than March 15, 2021, with respect to the PSUs described in Sections 3.1(b)(i) and (ii), and no later than March 15, 2022 with respect to the other PSUs described in this Grant Agreement, the Company shall deliver such number shares of GE common stock underlying the Adjusted PSUs for which restrictions have lapsed in accordance with the terms in paragraphs 3 and 3.1, to the Grantee electronically through the Grantee’s brokerage account or in another manner determined by the Company; provided however, that the date of issuance or delivery 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. Further, the Grantee shall pay to or reimburse the Company, through the broker selected by the Company, for any federal, state, local or foreign taxes required to be withheld and paid over by it, at such time and upon such terms and conditions as the Company may prescribe before the Company shall be required to deliver such shares.

5.
Alteration/Termination.  Under the express terms of this Grant Agreement, the Company shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any PSUs without the consent of the Grantee. Furthermore, the PSUs provided under this Grant Agreement shall be subject to the Company’s policy with respect to the compensation recoupment, in effect as of the date of this Grant Agreement and as amended from time to time.  Also, the PSUs shall be null and void to the extent the grant of PSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Grantee.

6.
Plan Terms.  All terms used in this Grant have the same meaning as given such terms in the Plan, a copy of which will be furnished upon request. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference.

5



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.

7.
Section 409A. This Grant Agreement shall be construed and administered consistently with the intent that the PSUs described herein 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). To the extent such laws apply, the Grant Agreement shall be construed and administered consistently with the requirements thereof to avoid taxes thereunder. Consistent therewith, 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 Employer in its sole discretion.

8.
Entire Agreement.  This Grant Agreement, the Plan, and any rules and procedures adopted by the Committee contain all of the provisions applicable to the PSUs and 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.

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.


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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
3/15/22
12/31/21
3/15/21
1/1/21
12/31/20
Filed on:2/24/20
1/1/20
For Period end:12/31/1911-K,  13F-HR,  4,  SD
12/23/19
3/19/194
1/1/193
 List all Filings 


6 Subsequent Filings that Reference this Filing

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

 2/02/24  General Electric Co.              10-K       12/31/23  192:25M
 2/10/23  General Electric Co.              10-K       12/31/22  197:29M
 2/11/22  General Electric Co.              10-K       12/31/21  184:29M
 2/12/21  General Electric Co.              10-K       12/31/20  198:32M
 2/11/21  General Electric Co.              424B5                  1:331K                                   Command Financial
 2/11/21  General Electric Co.              POSASR      2/11/21    4:333K                                   Command Financial
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