Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-KT Annual-Transition Report HTML 1.19M
2: EX-10.16 Rsu Certificate HTML 36K
3: EX-21.1 List of Subsidiaries HTML 37K
4: EX-23.1 Auditors Consent HTML 28K
5: EX-31.1 CEO Certification HTML 34K
6: EX-31.2 CFO Certification HTML 34K
7: EX-32.1 CEO Certification HTML 31K
8: EX-32.2 CFO Certification HTML 31K
15: R1 Document and Entity Information HTML 55K
16: R2 Consolidated Balance Sheets HTML 128K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
18: R4 Consolidated Statements of Income HTML 89K
19: R5 Consolidated Statements of Comprehensive (Loss) HTML 49K
Income
20: R6 Consolidated Statements of Equity HTML 96K
21: R7 Consolidated Statements of Cash Flows HTML 139K
22: R8 Description of Business and Basis of Presentation HTML 39K
23: R9 Summary of Significant Accounting Policies HTML 76K
24: R10 Earnings per Share HTML 89K
25: R11 Accounts Receivable, net HTML 44K
26: R12 Inventories HTML 45K
27: R13 Property, Plant and Equipment, net HTML 55K
28: R14 Acquisitions and Dispositions HTML 92K
29: R15 Goodwill HTML 74K
30: R16 Intangible Assets HTML 94K
31: R17 Accrued Expenses and Other Current Liabilities HTML 48K
32: R18 Long-Term Debt HTML 64K
33: R19 Fair Value Measurements HTML 76K
34: R20 Share-Based Compensation HTML 181K
35: R21 Income Taxes HTML 213K
36: R22 Employee Benefit Plans HTML 34K
37: R23 Related Party Transactions HTML 35K
38: R24 Obligations under Capital Leases HTML 41K
39: R25 Commitments and Contingencies HTML 53K
40: R26 Segment Disclosure HTML 192K
41: R27 Repurchase of Common Stock HTML 38K
42: R28 Seven Months Ended December 31, 2015 Comparative HTML 51K
Data (Unaudited)
43: R29 Selected Quarterly Financial Information HTML 91K
(Unaudited)
44: R30 Subsequent Events HTML 31K
45: R31 Summary of Significant Accounting Policies HTML 143K
(Policies)
46: R32 Earnings per Share (Tables) HTML 89K
47: R33 Accounts Receivable, net (Tables) HTML 40K
48: R34 Inventories (Tables) HTML 44K
49: R35 Property, Plant and Equipment, net (Tables) HTML 52K
50: R36 Acquisitions and Dispositions (Tables) HTML 74K
51: R37 Goodwill (Tables) HTML 72K
52: R38 Intangible Assets (Tables) HTML 93K
53: R39 Accrued Expenses and Other Current Liabilities HTML 48K
(Tables)
54: R40 Long-Term Debt (Tables) HTML 58K
55: R41 Fair Value Measurements (Tables) HTML 70K
56: R42 Share-Based Compensation (Tables) HTML 163K
57: R43 Income Taxes (Tables) HTML 210K
58: R44 Obligations under Capital Leases (Tables) HTML 38K
59: R45 Commitments and Contingencies (Tables) HTML 35K
60: R46 Segment Disclosure (Tables) HTML 186K
61: R47 Seven Months Ended December 31, 2015 Comparative HTML 50K
Data (Unaudited) Seven Months Ended December 31,
2015 Comparative Data (Unaudited) (Tables)
62: R48 Selected Quarterly Financial Information HTML 90K
(Unaudited) (Tables)
63: R49 Description of Business and Basis of Presentation HTML 39K
- Additional Information (Details)
64: R50 Summary of Significant Accounting Policies - HTML 53K
Additional Information (Details)
65: R51 Earnings per Share (Details) HTML 76K
66: R52 Accounts Receivable, net (Details) HTML 37K
67: R53 Inventories (Details) HTML 42K
68: R54 Property, Plant and Equipment, net (Details) HTML 60K
69: R55 Acquisitions and Dispositions - Narrative HTML 95K
(Details)
70: R56 Acquisitions and Dispositions - Estimated Fair HTML 81K
Value of the Assets Acquired and Liabilities
Assumed (Details)
71: R57 Acquisitions and Dispositions - Dispositions HTML 54K
Narrative (Details)
72: R58 Acquisitions and Dispositions - HTML 50K
Acquisition-Related Expense (Details)
73: R59 Goodwill (Details) HTML 53K
74: R60 Intangible Assets - Gross Carrying Amount and HTML 66K
Accumulated Amortization (Details)
75: R61 Intangible Assets - Expected Amortization Expense HTML 45K
(Details)
76: R62 Accrued Expenses and Other Current Liabilities HTML 46K
(Details)
77: R63 Long-Term Debt - Schedule of Long-Term Debt HTML 42K
(Details)
78: R64 Long-Term Debt - Narrative (Details) HTML 81K
79: R65 Long-Term Debt - Principal Payments Due Under All HTML 48K
Borrowing Agreements (Details)
80: R66 Fair Value Measurements (Details) HTML 41K
81: R67 Share-Based Compensation - Additional Information HTML 57K
(Details)
82: R68 Share-Based Compensation - Stock Options Narrative HTML 45K
(Details)
83: R69 Share-Based Compensation - Stock Option Activity HTML 53K
(Details)
84: R70 Share-Based Compensation - Stock Options HTML 63K
Outstanding and Exercisable (Details)
85: R71 Share-Based Compensation - Restricted Stock Units HTML 55K
Awards Narrative (Details)
86: R72 Share-Based Compensation - Restricted Stock Awards HTML 55K
Outstanding (Details)
87: R73 Share-Based Compensation - Performance Restricted HTML 106K
Stock Units Narrative (Details)
88: R74 Share-Based Compensation - Performance Restricted HTML 58K
Stock Units Activity (Details)
89: R75 Income Taxes - Income Tax Provision (Details) HTML 126K
90: R76 Income Taxes - Deferred Income Tax (Details) HTML 98K
91: R77 Income Taxes - Narrative (Details) HTML 74K
92: R78 Employee Benefit Plans (Details) HTML 44K
93: R79 Related Party Transactions (Details) HTML 40K
94: R80 Obligations under Capital Leases (Details) HTML 68K
95: R81 Commitments and Contingencies (Details) HTML 86K
96: R82 Segment Disclosure - Financial Information HTML 84K
(Details)
97: R83 Segment Disclosure - Revenue and Long-lived Assets HTML 54K
(Details)
98: R84 Repurchase of Common Stock (Details) HTML 50K
99: R85 Seven Months Ended December 31, 2015 Comparative HTML 94K
Data (Unaudited) - Condensed Consolidated
Statement of Income (Details)
100: R86 Selected Quarterly Financial Information HTML 54K
(Unaudited) (Details)
101: R87 Subsequent Events (Details) HTML 42K
103: XML IDEA XML File -- Filing Summary XML 187K
102: EXCEL IDEA Workbook of Financial Reports XLSX 124K
9: EX-101.INS XBRL Instance -- mg-20161231 XML 4.05M
11: EX-101.CAL XBRL Calculations -- mg-20161231_cal XML 341K
12: EX-101.DEF XBRL Definitions -- mg-20161231_def XML 797K
13: EX-101.LAB XBRL Labels -- mg-20161231_lab XML 2.17M
14: EX-101.PRE XBRL Presentations -- mg-20161231_pre XML 1.33M
10: EX-101.SCH XBRL Schema -- mg-20161231 XSD 204K
104: ZIP XBRL Zipped Folder -- 0001436126-17-000024-xbrl Zip 338K
1.Award. In accordance with
the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the “Plan”), Mistras Group, Inc. (“the Company”) has made an award to you of restricted stock units (the “Units”), which is represented by this certificate. Each Unit, upon vesting, will become one share of the Company’s common stock. The award and the Units are subject to the provisions of the Plan and, to the extent not inconsistent with the Plan, the terms and conditions of this certificate. Capitalized terms that are used but not defined in this certificate shall have the meanings ascribed to them by the Plan.
2.Vesting of Units. Except as otherwise provided herein or the Plan, the
Units will vest in four (4) equal annual installments, with 25% of the Units vesting on each of the dates set forth above, subject to your continuous employment or other service with the Company or a Subsidiary from the Grant Date until the applicable vesting date.
3.Termination of Employment; Forfeiture of Unvested Units. Unless the Committee, acting in its sole and absolute discretion, determines otherwise, upon the termination of your employment and other service with the Company and its Subsidiaries (“Termination of Employment”), you will forfeit all right, title
and interest in the unvested Units.
4.Transfer Restrictions. You may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any unvested Units, and unvested Units shall not be subject to execution, attachment or similar process. Any attempt by you or any other person claiming against, through or under you to cause unvested Units to be transferred or assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null and void and without effect upon the Company, you or any other person.
5.No Ownership of Stock; No Dividends or
Voting Rights. The Units do not represent shares of the Company’s common stock, and no dividends or other distributions will be payable on unvested Units, and you will not have any voting rights with respect to the unvested Units.
6.Issuance of Shares Upon Vesting. If, as and when a Unit becomes vested, and subject to the satisfaction of applicable withholding and other legal requirements, the vested Unit becomes void and you shall own one share of common stock of the Company for each vested Unit.
7.Withholding. The
vesting of Units covered by this certificate shall be subject to and conditioned upon the satisfaction by you of applicable tax withholding obligations. The Company and its Subsidiaries may require you to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments otherwise owed to you. By accepting this award, you expressly authorize the Company to deduct from any compensation or any other payment of any kind due to you, including withholding shares issued in exchange for vested Units, for the amount of any federal, state, local or foreign taxes required by law to be withheld in connection with the vesting of Units;
provided,
however, that the value of the Units withheld may not exceed the statutory maximum withholding amount required by law.
8.Provisions of the Plan and the Committee’s Authority Control. This certificate is subject to all the terms, conditions and provisions of the Plan and to the rules, regulations and interpretations as may be established or made by the Committee acting within the scope of its authority and responsibility under the Plan. A copy of the Plan is available to you and may be obtained from the Company’s Corporate Secretary at the Company’s corporate headquarters. The applicable provisions of the Plan shall govern in any situation where this certificate
is silent or where the applicable provisions of this certificate are contrary to or not reconcilable with such Plan provisions. The Committee shall have complete discretion in the exercise of its rights, powers, and duties with respect to the award represented by this certificate. Any interpretation or construction of any provision of, and the determination of any question arising under, this certificate shall be made by the Committee in its discretion and such exercise shall be final, conclusive, and binding. The Committee may designate any individual or individuals to perform any of its functions hereunder.
9.No Employment Rights. Nothing contained herein or in the Plan shall confer upon you any right of continued employment or other service with the
Company or a Subsidiary or interfere in any way with the right of the Company and its Subsidiaries at any time to terminate your employment or other service with the Company or its Subsidiaries or to increase, decrease or otherwise adjust your compensation and any other terms and conditions of your employment or other service.
10.Successors. This certificate shall be binding upon, and inure to the benefit of, any successor or successors of the
Company, you and any of your beneficiaries.
11.Entire Understanding. This certificate and the terms of Plan constitute the entire terms of the award represented by this certificate and may not be amended, except as provided in the Plan, other than by a written instrument executed by the Company and you.
12.Governing Law. All rights and obligations under this certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.
