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As Of Filer Filing For·On·As Docs:Size 2/26/19 General Electric Co 10-K 12/31/18 227:39M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.93M
2: EX-4.I Instrument Defining the Rights of Security Holders HTML 67K
3: EX-10.AA Material Contract HTML 80K
4: EX-10.BB Material Contract HTML 116K
5: EX-10.CC Material Contract HTML 113K
6: EX-10.G Material Contract HTML 79K
7: EX-10.L Material Contract HTML 141K
8: EX-10.R Material Contract HTML 83K
9: EX-10.Z Material Contract HTML 161K
10: EX-21 Subsidiaries List HTML 127K
11: EX-23 Consent of Experts or Counsel HTML 68K
12: EX-24 Power of Attorney HTML 78K
16: EX-95 Mine-Safety Disclosure HTML 71K
17: EX-99.C Miscellaneous Exhibit HTML 67K
13: EX-31.A Certification -- §302 - SOA'02 HTML 70K
14: EX-31.B Certification -- §302 - SOA'02 HTML 70K
15: EX-32 Certification -- §906 - SOA'02 HTML 66K
24: R1 Document and Entity Information HTML 98K
25: R2 Statement of Earnings (Loss) HTML 230K
26: R3 Consolidated Statement of Comprehensive Income HTML 114K
(Loss)
27: R4 Statement of Financial Position HTML 250K
28: R5 Statement of Financial Position (Parenthetical) HTML 122K
29: R6 Statement of Cash Flows HTML 276K
30: R7 Statement of Cash Flows (Parenthetical) HTML 64K
31: R8 Basis of Presentation and Summary of Significant HTML 161K
Accounting Policies
32: R9 Businesses Held for Sale and Discontinued HTML 138K
Operations
33: R10 Investment Securities HTML 125K
34: R11 Current Receivables HTML 112K
35: R12 Inventories HTML 72K
36: R13 Ge Capital Financing Receivables and Allowance for HTML 120K
Losses on Financing Receivables
37: R14 Property, Plant and Equipment HTML 123K
38: R15 Acquisitions, Goodwill and Other Intangible Assets HTML 234K
39: R16 Revenues HTML 236K
40: R17 Contract & Other Deferred Assets and Progress HTML 210K
Collections & Deferred Income
41: R18 Borrowings HTML 168K
42: R19 Investment Contracts, Insurance Liabilities and HTML 144K
Insurance Annuity Benefits
43: R20 Postretirement Benefit Plans HTML 456K
44: R21 Income Taxes HTML 254K
45: R22 Shareowners? Equity HTML 200K
46: R23 Other Stock-Related Information HTML 108K
47: R24 Earnings Per Share Information HTML 129K
48: R25 Other Income HTML 84K
49: R26 Fair Value Measurements HTML 212K
50: R27 Financial Instruments HTML 252K
51: R28 Variable Interest Entities HTML 148K
52: R29 Commitments, Guarantees, Product Warranties and HTML 119K
Other Loss Contingencies
53: R30 Cash Flows Information HTML 164K
54: R31 Intercompany Transactions HTML 114K
55: R32 Operating Segments HTML 252K
56: R33 Cost Information HTML 150K
57: R34 Guarantor Financial Information HTML 480K
58: R35 Quarterly Information (Unaudited) HTML 170K
59: R36 Basis of Presentation and Summary of Significant HTML 205K
Accounting Policies (Policies)
60: R37 Businesses Held for Sale and Discontinued HTML 139K
Operations (Tables)
61: R38 Investment Securities (Tables) HTML 115K
62: R39 Current Receivables (Tables) HTML 113K
63: R40 Inventories (Tables) HTML 73K
64: R41 Ge Capital Financing Receivables and Allowance for HTML 158K
Losses on Financing Receivables (Tables)
65: R42 Property, Plant and Equipment (Tables) HTML 123K
66: R43 Acquisitions, Goodwill and Other Intangible Assets HTML 226K
(Tables)
67: R44 Revenues (Tables) HTML 230K
68: R45 Contract & Other Deferred Assets and Progress HTML 205K
Collections & Deferred Income (Tables)
69: R46 Borrowings (Tables) HTML 168K
70: R47 Investment Contracts, Insurance Liabilities and HTML 123K
Insurance Annuity Benefits (Tables)
71: R48 Postretirement Benefit Plans (Tables) HTML 452K
72: R49 Income Taxes (Tables) HTML 266K
73: R50 Shareowners? Equity (Tables) HTML 192K
74: R51 Other Stock-Related Information (Tables) HTML 116K
75: R52 Earnings Per Share Information (Tables) HTML 127K
76: R53 Other Income (Tables) HTML 83K
77: R54 Fair Value Measurements (Tables) HTML 217K
78: R55 Financial Instruments (Tables) HTML 316K
79: R56 Variable Interest Entities (Tables) HTML 142K
80: R57 Commitments, Guarantees, Product Warranties and HTML 87K
Other Loss Contingencies (Tables)
81: R58 Cash Flows Information (Tables) HTML 161K
82: R59 Intercompany Transactions (Tables) HTML 107K
83: R60 Operating Segments (Tables) HTML 254K
84: R61 Cost Information (Tables) HTML 151K
85: R62 Guarantor Financial Information (Tables) HTML 472K
86: R63 Quarterly Information (Unaudited) (Tables) HTML 169K
87: R64 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 64K
ACCOUNTING POLICIES - Financial Statement
Presentation (Details)
88: R65 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 68K
ACCOUNTING POLICIES - Revenues from Sale of
Services (Details)
89: R66 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 143K
ACCOUNTING POLICIES - Accounting Changes (Details)
90: R67 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 95K
OPERATIONS - Narrative (Details)
91: R68 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 120K
OPERATIONS - Financial Information for Assets and
Liabilities of Businesses Held for Sale (Details)
92: R69 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 160K
OPERATIONS - Financial Information for
Discontinued Operations (Details)
93: R70 INVESTMENT SECURITIES - Schedule of Investment HTML 117K
Securities (Details)
94: R71 INVESTMENT SECURITIES - Narrative (Details) HTML 89K
95: R72 INVESTMENT SECURITIES - Contractual Maturities HTML 89K
(Details)
96: R73 CURRENT RECEIVABLES - Schedule of Current HTML 119K
Receivables (Details)
97: R74 CURRENT RECEIVABLES - Sale of GE Current HTML 76K
Receivables (Details)
98: R75 CURRENT RECEIVABLES - Receivables Facilities HTML 83K
(Details)
99: R76 CURRENT RECEIVABLES - Sold to Others (Details) HTML 67K
100: R77 Inventories (Details) HTML 73K
101: R78 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 79K
LOSSES ON FINANCING RECEIVABLES - Financing
Receivables, Net (Details)
102: R79 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 111K
LOSSES ON FINANCING RECEIVABLES - Net Investment
in Financing Leases (Details)
103: R80 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 83K
LOSSES ON FINANCING RECEIVABLES - Contractual
Maturities (Details)
104: R81 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 90K
LOSSES ON FINANCING RECEIVABLES - Narrative
(Details)
105: R82 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 121K
Property, Plant and Equipment and Depreciable
Lives (Details)
106: R83 PROPERTY, PLANT AND EQUIPMENT - Narrative HTML 72K
(Details)
107: R84 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 78K
Noncancellable Future Rentals Due (Details)
108: R85 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 85K
- Acquisitions (Details)
109: R86 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 119K
- Baker Hughes (Details)
110: R87 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 72K
- Purchase Price (Details)
111: R88 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 137K
- Identifiable Assets Acquired and Liabilities
Assumed (Details)
112: R89 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 102K
- Fair Value of Intangible Assets and Useful Lives
in the Preliminary Purchase Price Allocation
(Details)
113: R90 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 107K
- Changes in Goodwill Balances (Details)
114: R91 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 104K
- Goodwill, Narrative (Details)
115: R92 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 70K
- Other Intangible Assets - Net (Details)
116: R93 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 87K
- Intangible Assets Subject to Amortization
(Details)
117: R94 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 80K
- Other Intangible Assets, Narrative (Details)
118: R95 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 75K
- Estimated 5 Year Amortization (Details)
119: R96 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 79K
- Components of Finite-Lived Intangible Assets
Acquired (Details)
120: R97 REVENUES - Disaggregated Equipment and Services HTML 105K
Revenues (Details)
121: R98 REVENUES - Sub-Segment Revenues (Details) HTML 165K
122: R99 REVENUES - Remaining Performance Obligation HTML 69K
(Details)
123: R100 REVENUES - Remaining Performance Obligation HTML 85K
(Percentage and Period) (Details)
124: R101 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 131K
COLLECTIONS & DEFERRED INCOME - Schedule of
Contract Assets (Details)
125: R102 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 82K
COLLECTIONS & DEFERRED INCOME - Narrative
(Details)
126: R103 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 106K
COLLECTIONS & DEFERRED INCOME - Progress
Collections and Deferred Income (Details)
127: R104 BORROWINGS - Schedule of Borrowings (Details) HTML 179K
128: R105 BORROWINGS - Narrative (Details) HTML 67K
129: R106 BORROWINGS - Maturities of Borrowings (Details) HTML 95K
130: R107 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 102K
INSURANCE ANNUITY BENEFITS - Schedule of
Investment Contracts, Insurance Liabilities and
Insurance Annuity Benefits (Details)
131: R108 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 135K
INSURANCE ANNUITY BENEFITS - Narrative (Details)
132: R109 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 75K
INSURANCE ANNUITY BENEFITS - Reinsurance
Recoverables, Net (Details)
133: R110 POSTRETIREMENT BENEFIT PLANS - Pension Benefits HTML 79K
(Details)
134: R111 POSTRETIREMENT BENEFIT PLANS - Cost of Pension HTML 96K
Plans (Details)
135: R112 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 73K
Measure Pension Benefit Obligations (Details)
136: R113 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 73K
Measure Pension Cost (Details)
137: R114 POSTRETIREMENT BENEFIT PLANS - Assumptions Used in HTML 72K
Pension Calculations (Details)
138: R115 POSTRETIREMENT BENEFIT PLANS - Funded Status, HTML 77K
Pension Plans (Details)
139: R116 POSTRETIREMENT BENEFIT PLANS - Projected Benefit HTML 98K
Obligation (Pbo) (Details)
140: R117 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 108K
Assets, Pension Plans (Details)
141: R118 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 85K
Assets, Pension Plans (Narrative) (Details)
142: R119 POSTRETIREMENT BENEFIT PLANS - Fair Value of Plan HTML 90K
Assets, Pension Plans (Details)
143: R120 POSTRETIREMENT BENEFIT PLANS - Asset Allocation, HTML 93K
Pension Plans (Details)
144: R121 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 76K
Shareowners' Equity, Pension Plans (Details)
145: R122 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 79K
Shareowners' Equity, Pension Plans (Narrative)
(Details)
146: R123 POSTRETIREMENT BENEFIT PLANS - Funding Policy, HTML 81K
Pension Plans (Details)
147: R124 POSTRETIREMENT BENEFIT PLANS - Estimated Future HTML 81K
Benefit Payments, Pension Plans (Details)
148: R125 POSTRETIREMENT BENEFIT PLANS - Defined HTML 65K
Contribution Plan (Details)
149: R126 POSTRETIREMENT BENEFIT PLANS - Retiree Health and HTML 71K
Life Benefits (Details)
150: R127 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 75K
Measure Benefit Obligations (Details)
151: R128 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 72K
Measure Benefit Cost (Details)
152: R129 POSTRETIREMENT BENEFIT PLANS - Funded Status, HTML 74K
Benefit Plans (Details)
153: R130 POSTRETIREMENT BENEFIT PLANS - Accumulated HTML 89K
Postretirement Benefit Obligation (Details)
154: R131 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 71K
Assets, Benefit Plans (Narrative) (Details)
155: R132 POSTRETIREMENT BENEFIT PLANS - Asset Allocation, HTML 83K
Benefit Plans (Details)
156: R133 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 73K
Shareowners' Equity, Benefit Plans (Details)
157: R134 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 75K
Shareowners' Equity, Benefit Plans (Narrative)
(Details)
158: R135 POSTRETIREMENT BENEFIT PLANS - Funding Policy, HTML 70K
Benefit Plans (Details)
159: R136 POSTRETIREMENT BENEFIT PLANS - Estimated Future HTML 78K
Benefit Payments, Benefit Plans (Details)
160: R137 POSTRETIREMENT BENEFIT PLANS - Cost of HTML 110K
Postretirement Benefit Plans and Changes in Other
Comprehensive Income (Details)
161: R138 INCOME TAXES - Narrative (Details) HTML 96K
162: R139 Income Taxes - (Benefit) Provision for Income HTML 80K
Taxes (Details)
163: R140 Income Taxes - Consolidated Earnings (Loss) from HTML 72K
Continuing Operations Before Income Taxes
(Details)
164: R141 INCOME TAXES - Consolidated (Benefit) Provision HTML 83K
for Income Taxes (Details)
165: R142 INCOME TAXES - Income Taxes Paid (Recovered) HTML 70K
(Details)
166: R143 INCOME TAXES - Reconciliation of U.S. Federal HTML 109K
Statutory Income Tax Rate to Actual Income Tax
Rate (Details)
167: R144 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 80K
168: R145 INCOME TAXES - Unrecognized Tax Benefits HTML 80K
Reconciliation (Details)
169: R146 INCOME TAXES - Components of Net Deferred Income HTML 147K
Tax Assets (Liability) (Details)
170: R147 SHAREOWNERS? EQUITY - Schedule of Shareowners' HTML 261K
Equity (Details)
171: R148 SHAREOWNERS? EQUITY - Shares of GE Preferred Stock HTML 105K
(Details)
172: R149 SHAREOWNERS? EQUITY - Shares of GE Common Stock HTML 82K
(Details)
173: R150 SHAREOWNERS? EQUITY - Schedule of Common Shares HTML 71K
Issued and Outstanding (Details)
174: R151 SHAREOWNERS? EQUITY - Noncontrolling Interests, HTML 94K
Narrative (Details)
175: R152 SHAREOWNERS? EQUITY - Changes to Noncontrolling HTML 86K
Interests (Details)
176: R153 SHAREOWNERS? EQUITY - Redeemable Noncontrolling HTML 76K
Interests, Narrative (Details)
177: R154 SHAREOWNERS? EQUITY - Changes to Redeemable HTML 89K
Noncontrolling Interests (Details)
178: R155 SHAREOWNERS? EQUITY - Other (Details) HTML 71K
179: R156 OTHER STOCK-RELATED INFORMATION - Stock Options HTML 91K
(Narrative) (Details)
180: R157 OTHER STOCK-RELATED INFORMATION - Restricted Stock HTML 68K
(Narrative) (Details)
181: R158 OTHER STOCK-RELATED INFORMATION - Stock-Based HTML 155K
Compensation Activity (Details)
182: R159 OTHER STOCK-RELATED INFORMATION - Schedule of HTML 82K
Compensation Expense, Cash Proceeds and Intrinsic
Value (Details)
183: R160 Earnings Per Share Information (Details) HTML 156K
184: R161 Other Income (Details) HTML 108K
185: R162 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 115K
Measured at Fair Value on Recurring Basis
(Details)
186: R163 FAIR VALUE MEASUREMENTS - Schedule of Level 3 HTML 94K
Instruments (Details)
187: R164 FAIR VALUE MEASUREMENTS - Assets Measured at Fair HTML 84K
Value on Nonrecurring Basis (Details)
188: R165 FAIR VALUE MEASUREMENTS - Schedule of Fair Value HTML 74K
Adjustments (Details)
189: R166 FAIR VALUE MEASUREMENTS - Level 3 Measurements - HTML 100K
Significant Unobservable Inputs (Details)
190: R167 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 77K
191: R168 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 104K
Carried at Fair Value (Details)
192: R169 FINANCIAL INSTRUMENTS - Notional Amount of Loan HTML 71K
Commitments (Details)
193: R170 FINANCIAL INSTRUMENTS - Notional Amount of HTML 64K
Derivatives (Details)
194: R171 FINANCIAL INSTRUMENTS - Fair Value of Derivatives HTML 161K
(Details)
195: R172 FINANCIAL INSTRUMENTS - Effects of Derivatives on HTML 101K
Earnings (Details)
196: R173 FINANCIAL INSTRUMENTS - Cash Flow Hedge Activity HTML 79K
(Details)
197: R174 FINANCIAL INSTRUMENTS - Effects of Derivative on HTML 70K
Earnings (Narrative) (Details)
198: R175 FINANCIAL INSTRUMENTS - Counterparty Credit Risk HTML 83K
(Details)
199: R176 VARIABLE INTEREST ENTITIES - Narrative (Details) HTML 89K
200: R177 VARIABLE INTEREST ENTITIES - Schedule of Assets HTML 147K
and Liabilities of Consolidated VIEs (Details)
201: R178 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 92K
OTHER LOSS CONTINGENCIES - Commitments (Details)
202: R179 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 85K
OTHER LOSS CONTINGENCIES - Guarantees (Details)
203: R180 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 75K
OTHER LOSS CONTINGENCIES - Product Warranties Roll
Forward (Details)
204: R181 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 97K
OTHER LOSS CONTINGENCIES - WMC Legal Matters
(Details)
205: R182 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 72K
OTHER LOSS CONTINGENCIES - Reserve Roll Forward
(Details)
206: R183 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 78K
OTHER LOSS CONTINGENCIES - Alstom Legacy Matters
(Details)
207: R184 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 65K
OTHER LOSS CONTINGENCIES - Environmental, Health
and Safety Matters (Details)
208: R185 CASH FLOWS INFORMATION - GE Cash Flows Information HTML 121K
(Details)
209: R186 CASH FLOWS INFORMATION - GE Cash Flows Information HTML 85K
(Footnotes) (Details)
210: R187 CASH FLOWS INFORMATION - GE Capital Cash Flows HTML 127K
Information (Details)
211: R188 Intercompany Transactions (Details) HTML 97K
212: R189 OPERATING SEGMENTS - Reconciliation of Revenues HTML 114K
(Details)
213: R190 OPERATING SEGMENTS - Narrative (Details) HTML 76K
214: R191 OPERATING SEGMENTS - Reconciliation of Profit and HTML 166K
Earnings (Details)
215: R192 OPERATING SEGMENTS - Reconciliation of Assets, HTML 119K
Property, Plant and Equipment Additions and
Depreciation and Amortization (Details)
216: R193 OPERATING SEGMENTS - Reconciliation of Interest HTML 73K
and Income Taxes (Details)
217: R194 COST INFORMATION - Research and Development HTML 115K
Expense (Details)
218: R195 COST INFORMATION - Collaborative Arrangements HTML 73K
(Details)
219: R196 COST INFORMATION - Rental Expense (Details) HTML 74K
220: R197 COST INFORMATION - Future Minimum Rental (Details) HTML 94K
221: R198 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 210K
Consolidating Statement of Earnings (Loss) and
Comprehensive Income (Loss) (Details)
222: R199 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 144K
Consolidating Statement of Financial Position
(Details)
223: R200 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 136K
Consolidating Statement of Cash Flows (Details)
224: R201 Quarterly Information (Unaudited) (Details) HTML 165K
226: XML IDEA XML File -- Filing Summary XML 433K
225: EXCEL IDEA Workbook of Financial Reports XLSX 328K
18: EX-101.INS XBRL Instance -- ge-20181231 XML 14.28M
20: EX-101.CAL XBRL Calculations -- ge-20181231_cal XML 734K
21: EX-101.DEF XBRL Definitions -- ge-20181231_def XML 3.24M
22: EX-101.LAB XBRL Labels -- ge-20181231_lab XML 5.04M
23: EX-101.PRE XBRL Presentations -- ge-20181231_pre XML 3.79M
19: EX-101.SCH XBRL Schema -- ge-20181231 XSD 547K
227: ZIP XBRL Zipped Folder -- 0000040545-19-000014-xbrl Zip 1.00M
| Exhibit |
(a) | “Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee. |
(b) | “Award” shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan. |
(c) | “Award Agreement” shall mean any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under the Plan. |
(d) | “Board”
shall mean the Board of Directors of the Company. |
(e) | “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. |
(f) | “Committee” shall mean a committee of the Board, acting in accordance with the provisions of Section 3, designated by the Board to administer the Plan and composed of not less than three non-employee directors. Unless otherwise determined by the Board, the Management Development and Compensation
Committee of the Board generally serves as the Committee for purposes of the Plan, except that the Governance and Public Affairs Committee of the Board is responsible for administering the Plan as it relates to any Award provided to a Director. |
(g) | “Director” shall mean any member of the Board who is not a Salaried Employee at the time of receiving an Award under the Plan. |
(h) | “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan. |
(i) | “Fair
Market Value” shall mean, with respect to any Shares or other securities, the closing price of a Share on the date as of which the determination is being made or as otherwise determined in a manner specified by the Committee. |
(j) | “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto. |
(k) | “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that
is not intended to be an Incentive Stock Option. |
(l) | “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option. |
(m) | “Other Stock-Based Award” shall mean any right, including a Deferred Stock Unit, granted under Section 6(f) of the Plan. |
(n) | “Participant” shall mean a Salaried
Employee or Director designated to be granted an Award under the Plan. |
(o) | “Performance Award” shall mean any right granted under Section 6(d) of the Plan. |
(p) | “Performance Criteria” shall mean any quantitative and/or qualitative measures, as determined by the Committee, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period, including any Qualifying Performance Criteria. |
(q) | “Performance
Period” shall mean any period as determined by the Committee in its sole discretion. |
(r) | “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof. |
(s) | “Qualifying Performance Criteria” shall mean one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the
company as a whole or to a business unit or related company, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee in the Award: sales and revenue; income, earnings, profit and margins; earnings per share; return on capital, return on equity and return on investment; cash flow and cash returned to investors; and total shareowner return, subject to adjustment by the Committee to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise. |
(t) |
“Restricted Stock” shall mean any award of Shares granted under Section 6(c) of the Plan. |
(u) | “Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares. |
(v) | “Salaried Employee” shall mean any salaried employee of the Company or of any Affiliate. |
(w) | “Shares”
shall mean the common shares of the Company and such other securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan. |
(x) | “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan. |
(a) | Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: |
ii. | determine the type or types of Awards to be granted to each Participant under the Plan and
grant Awards to such Participants; |
iii. | determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; |
iv. | determine the terms and conditions of any Award and of Award Agreements, and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; |
v. | determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; |
vi. | determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; |
vii. | interpret
and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; |
viii. | establish, amend, suspend, or waive such rules and guidelines; |
ix. | appoint such agents as it shall deem appropriate for the proper administration of the Plan; |
x. | make any other determination and take any
other action that the Committee deems necessary or desirable for the administration of the Plan; and |
xi. | correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. |
(b) | Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareowner, and any employee of the Company or of any Affiliate. Actions of the Committee may be taken by: |
i. | the Chairman of the Committee; |
ii. | a
subcommittee, designated by the Committee; |
iii. | the Committee but with one or more members abstaining or recusing himself or herself from acting on the matter, so long as two or more members remain to act on the matter. Such action, authorized by the Chairman, such a subcommittee or by the Committee (whether upon the abstention or recusal of such members or otherwise), shall be the action of the Committee for purposes of the Plan; or |
iv. | one or more officers or managers of the
Company or any Affiliate, or a committee of such officers or managers whose authority is subject to such terms and limitations set forth by the Committee, and only with respect to Salaried Employees who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. This delegation shall include modifications necessary to accommodate changes in the laws or regulations of jurisdictions outside the U.S. |
(a) | SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b): |
i. | The
total number of Shares reserved and available for delivery pursuant to Awards granted under the Plan shall be 1,075,000,000; of which no more than 230,000,000 may be available for Awards granted in any form provided for under the Plan other than Options or Stock Appreciation Rights. If any Shares covered by an Award granted under the Plan, or to which such an Award or award relates, are forfeited, or if an Award or award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award or award, or to which such Award or award relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with respect to such Award or award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan. Notwithstanding the foregoing, but subject to adjustment as provided in Section 4(b), no more than 1,075,000,000 Shares shall be available
for delivery pursuant to the exercise of Incentive Stock Options. |
ii. | ACCOUNTING FOR AWARDS. For purposes of this Section 4, |
A. | If an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; |
B. | Dividend
Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, PROVIDED, HOWEVER, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the
Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan; and |
C. | Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or, subject to Section 6(g)(ix), are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. Shares subject to an Award under the Plan may not again be made available
for issuance under the Plan if such Shares are: (w) Shares delivered to or withheld by the Company to pay taxes on Awards other than |
iii. | SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares. |
(b) | ADJUSTMENTS. |
i. | In
the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the Shares, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan: |
A. | the number and type of Shares or other securities which thereafter may be made the subject of Awards including the limit specified in Section 4(a)(i) regarding the number of shares that may be granted in the form of Restricted Stock, Restricted Stock Units, Performance Awards, or Other Stock-Based Awards; |
B. | the number and type of Shares or other securities subject to outstanding Awards; |
C. | the
grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and |
D. | other value determinations applicable to outstanding awards. PROVIDED, HOWEVER, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and PROVIDED FURTHER, HOWEVER, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. |
ii. | ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the Company or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another
business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted. |
iii. | ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee shall be authorized to make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan. |
(a) | OPTIONS. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: |
i. | EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, and except as provided
in Section 4(b), that such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. |
ii. | OPTION TERM. The term of each Option shall not exceed ten (10) years from the date of grant. |
iii. | TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other Awards, or
any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. |
iv. | INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Option granted under the Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. For the avoidance of doubt, Incentive Stock Options shall not be granted to Directors. Notwithstanding anything in this Section 6(a) to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will
be deemed to be Non-Qualified Stock Options) to the extent that either (1) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (2) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code). |
(b) | STOCK APPRECIATION RIGHTS.
The Committee is hereby authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise over (2) the grant price of the right as specified by the Committee. |
i. | GRANT PRICE. The grant price per share of each Stock Appreciation Right shall be determined by the Committee, provided, however, and except as provided in Section 4(b), that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock
Appreciation Right is at any time granted in tandem to an Option, the grant price of the Stock Appreciation Right shall not be less than the exercise price of such Option. |
ii. | TERM. The term of each Stock Appreciation Right shall not exceed ten (10) years from the date of grant. |
iii. | TIME AND METHOD OF EXERCISE. The Committee
shall establish in the applicable Award Agreement the time or times at which a Stock Appreciation Right may be exercised in whole or in part. |
(c) | RESTRICTED STOCK AND RESTRICTED STOCK UNITS. |
i. | ISSUANCE. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. |
ii. | RESTRICTIONS.
Awards of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed. |
iii. | REGISTRATION. Any Restricted Stock or Restricted Stock Units granted under the Plan may be evidenced in such
manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. |
iv. | FORFEITURE. Upon termination of employment during the applicable restriction period, except as determined otherwise by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the
Company. |
(d) | PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under which the grant, issuance, retention, exercisability, vesting and/or transferability of any Award is subject to such Performance Criteria and such additional conditions or terms as the Committee may designate. Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan: |
i. | may
be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, or other Awards; and |
ii. | shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish. |
(e) | DIVIDEND EQUIVALENTS. The Committee is hereby authorized
to grant to Participants Awards (other than Options and Stock Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares and paid out only on and when Shares actually vest, are earned or are received under such Awards. Subject to the terms of the Plan and any applicable Award Agreement, such Awards may have such terms and conditions as the Committee shall determine. |
(f) | OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to grant to Participants
such other Awards, including, but not limited to, Deferred Stock Units, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan, provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, or other Awards, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, and
except as provided in Section 4(b), shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. |
(g) | GENERAL. |
i. | NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for no cash consideration or for such
minimal cash consideration as may be required by applicable law. |
ii. | AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such
other Awards or awards. |
iii. | FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments. |
iv. | LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant.
Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. |
v. | PER-PERSON LIMITATION FOR SALARIED EMPLOYEES. The aggregate dollar value of any Awards granted to a Salaried Employee under the Plan (based on the grant date fair value of Awards as determined for financial
reporting purposes, which shall be calculated based on the target value for any performance based award) in any fiscal year may not exceed $20,000,000. |
vi. | PER-PERSON LIMITATION FOR DIRECTORS. The aggregate dollar value of (A) any Awards granted to a Director under the Plan (based on the grant date fair value of Awards as determined for financial reporting purposes) and (B) any cash or other compensation that is not equity-based and that is paid by the Company with respect to the Director’s service as a Director for any fiscal year may not exceed $1,500,000. The Committee may make exceptions to the foregoing limit for a Director or committee of Directors, as it may
determine in its discretion, provided that (C) the aggregate dollar value of any such additional compensation may not exceed $1,000,000 for the fiscal year and (D) the Director receiving such additional compensation does not participate in the decision to award such compensation. |
vii. | CONDITIONS AND RESTRICTIONS UPON SECURITIES SUBJECT TO AWARDS. The Committee may provide |
viii. | SHARE CERTIFICATES. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable |
ix. | NO REPRICING. Except in connection with a corporate transaction or adjustment described in Section 4(b) of the Plan, the terms of outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares that have an exercise or purchase price in excess of the Fair Market Value of a Share may not be amended to reduce the exercise or purchase price of such Awards, and any such outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares may not be exchanged for cash or property, other Awards, or Options,
Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares with an exercise or purchase price that is less than the exercise or purchase price of the original Awards, in each case unless approved by shareowners. |
x. | RECOUPMENT. The Plan will be administered in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and any Company policy adopted with respect to compensation recoupment. This Section 6(g)(x) will not be the
Company’s exclusive remedy with respect to such matters. |
(a) | AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, in whole or in part; provided, however, that without the prior approval of the Company’s shareowners, no material amendment shall be made if shareowner approval is required by law, regulation, or stock exchange, and; PROVIDED, FURTHER, that, notwithstanding any
other provision of the Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the approval of the shareowners of the Company that would: |
i. | increase the total number of Shares available for Awards under the Plan, except as provided in Section 4 hereof; or |
ii. | amend Section 6(g)(ix) or, except as provided in Section 4(b), permit Options, Stock Appreciation Rights, or other
Stock-Based Awards encompassing rights to purchase Shares to be repriced, replaced, or exchanged as described in Section 6(g)(ix). |
(b) | AMENDMENTS TO AWARDS. Subject to Section 6(g)(ix), the Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment
or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award. |
(a) | NO RIGHTS TO AWARDS. No Salaried Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment
of Salaried Employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. |
(b) | WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of taxes required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction) in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action as may be necessary
or appropriate in the opinion of the Company or Affiliate to satisfy withholding taxes. |
(c) | NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. |
(d) | NO
RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. |
(e) | GOVERNING LAW. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the laws of the State of New York and applicable Federal law without regard to conflict of law. |
(f) | SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and
the remainder of the Plan and any such Award shall remain in full force and effect. |
(g) | NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate. |
(h) | NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated. |
(i) | HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. |
(j) | INDEMNIFICATION. Subject to requirements of New York State law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer or manager of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. |
(k) | COMPLIANCE WITH SECTION 409A OF THE CODE. Except to the extent specifically provided otherwise by the Committee, Awards under the Plan are intended to be exempt from or satisfy the requirements of
Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by
the Committee, in each case without the consent of or notice to the Participant. |
(l) | NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may endeavor to (i) qualify an Award for favorable U.S. or foreign tax treatment (e.g., incentive stock options under Section 422 of the Code or French qualified stock options) or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The
Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. |
(m) | AWARDS TO NON-U.S. EMPLOYEES. The Committee shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees outside the U.S. shall be eligible to participate in the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements
of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, disability or retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social insurance contributions and payroll taxes; the withholding procedures and handling of any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations. |
(n) | COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under the Plan shall be subject
to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges on which the Company’s securities are listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to: |
i. | obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and |
ii. | completion
of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/19 | 424B5, 8-K, IRANNOTICE, S-3ASR | ||
| 2/15/19 | 13F-HR, 425 | |||
| For Period end: | 12/31/18 | 11-K, 13F-HR, 4, SD | ||
| 4/26/17 | 3, 8-K, DEF 14A | |||
| List all Filings | ||||
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. S-8 2/12/21 4:70K Command Financial 2/12/21 General Electric Co. 10-K 12/31/20 198:32M 7/23/19 SEC UPLOAD¶ 8/15/19 2:39K General Electric Co. 6/27/19 SEC UPLOAD¶ 8/15/19 2:42K General Electric Co. |