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Cable One, Inc. – ‘10-Q’ for 3/31/19 – ‘EX-10.7’

On:  Thursday, 5/9/19, at 6:01pm ET   ·   As of:  5/10/19   ·   For:  3/31/19   ·   Accession #:  1437749-19-9341   ·   File #:  1-36863

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

 5/10/19  Cable One, Inc.                   10-Q        3/31/19   81:6.7M                                   RDG Filings/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    571K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    443K 
                Liquidation or Succession                                        
 3: EX-10.7     Material Contract                                   HTML     31K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Document And Entity Information                     HTML     50K 
14: R2          Condensed Consolidated Balance Sheets (Current      HTML    106K 
                Period Unaudited)                                                
15: R3          Condensed Consolidated Balance Sheets (Current      HTML     44K 
                Period Unaudited) (Parentheticals)                               
16: R4          Condensed Consolidated Statements of Operations     HTML     84K 
                and Comprehensive Income (Unaudited)                             
17: R5          Condensed Consolidated Statements of Stockholders'  HTML     70K 
                Equity (Unaudited)                                               
18: R6          Condensed Consolidated Statements of Stockholders'  HTML     25K 
                Equity (Unaudited) (Parentheticals)                              
19: R7          Condensed Consolidated Statements of Cash Flows     HTML    109K 
                (Unaudited)                                                      
20: R8          Note 1 - Description of Business and Basis of       HTML     54K 
                Presentation                                                     
21: R9          Note 2 - Clearwave Acquisition                      HTML     57K 
22: R10         Note 3 - Revenues                                   HTML     49K 
23: R11         Note 4 - Property, Plant and Equipment              HTML     46K 
24: R12         Note 5 - Goodwill and Intangible Assets             HTML     86K 
25: R13         Note 6 - Leases                                     HTML    106K 
26: R14         Note 7 - Debt                                       HTML     62K 
27: R15         Note 8 - Interest Rate Swaps                        HTML     31K 
28: R16         Note 9 - Fair Value Measurements                    HTML     56K 
29: R17         Note 10 - Treasury Stock                            HTML     30K 
30: R18         Note 11 - Equity-based Compensation                 HTML     76K 
31: R19         Note 12 - Income Taxes                              HTML     27K 
32: R20         Note 13 - Net Income Per Common Share               HTML     44K 
33: R21         Note 14 - Commitments and Contingencies             HTML     28K 
34: R22         Note 15 - Subsequent Event                          HTML     42K 
35: R23         Significant Accounting Policies (Policies)          HTML     67K 
36: R24         Note 2 - Clearwave Acquisition (Tables)             HTML     49K 
37: R25         Note 3 - Revenues (Tables)                          HTML     39K 
38: R26         Note 4 - Property, Plant and Equipment (Tables)     HTML     43K 
39: R27         Note 5 - Goodwill and Intangible Assets (Tables)    HTML     85K 
40: R28         Note 6 - Leases (Tables)                            HTML    108K 
41: R29         Note 7 - Debt (Tables)                              HTML     51K 
42: R30         Note 9 - Fair Value Measurements (Tables)           HTML     48K 
43: R31         Note 11 - Equity-based Compensation (Tables)        HTML     71K 
44: R32         Note 13 - Net Income Per Common Share (Tables)      HTML     41K 
45: R33         Note 1 - Description of Business and Basis of       HTML     42K 
                Presentation (Details Textual)                                   
46: R34         Note 2 - Clearwave Acquisition (Details Textual)    HTML     60K 
47: R35         Note 2 - Clearwave Acquisition - Allocation of      HTML     64K 
                Purchase Price Consideration (Details)                           
48: R36         Note 2 - Clearwave Acquisition - Identifiable       HTML     32K 
                Intangible Assets Acquired (Details)                             
49: R37         Note 3 - Revenues (Details Textual)                 HTML     52K 
50: R38         Note 3 - Revenues - Revenues by Product Line        HTML     38K 
                (Details)                                                        
51: R39         Note 4 - Property, Plant and Equipment (Details     HTML     36K 
                Textual)                                                         
52: R40         Note 4 - Property, Plant and Equipment - Schedule   HTML     46K 
                of Property, Plant and Equipment (Details)                       
53: R41         Note 5 - Goodwill and Intangible Assets (Details    HTML     32K 
                Textual)                                                         
54: R42         Note 5 - Goodwill and Intangible Assets -           HTML     49K 
                Intangible Assets (Details)                                      
55: R43         Note 5 - Goodwill and Intangible Assets -           HTML     38K 
                Amortization of Intangible Assets (Details)                      
56: R44         Note 6 - Leases (Details Textual)                   HTML     45K 
57: R45         Note 6 - Leases - ROU Assets and Lease Liabilities  HTML     39K 
                (Details)                                                        
58: R46         Note 6 - Leases - Components of Lease Expense       HTML     37K 
                (Details)                                                        
59: R47         Note 6 - Leases - Supplemental Lessee Financial     HTML     45K 
                Information (Details)                                            
60: R48         Note 6 - Leases - Future Maturities of Lease        HTML     62K 
                Liabilities (Details)                                            
61: R49         Note 6 - Leases - Operating Lease Obligations       HTML     42K 
                (Details)                                                        
62: R50         Note 6 - Leases - Lease Income (Details)            HTML     24K 
63: R51         Note 6 - Leases - Future Maturities of Lease        HTML     37K 
                Receivables (Details)                                            
64: R52         Note 7 - Debt (Details Textual)                     HTML     99K 
65: R53         Note 7 - Debt - Schedule of Long-term Debt          HTML     43K 
                (Details)                                                        
66: R54         Note 7 - Debt - Future Maturities (Details)         HTML     43K 
67: R55         Note 8 - Interest Rate Swaps (Details Textual)      HTML     44K 
68: R56         Note 9 - Fair Value Measurements (Details Textual)  HTML     23K 
69: R57         Note 9 - Fair Value Measurements - Carrying         HTML     47K 
                Amounts and Fair Values (Details)                                
70: R58         Note 10 - Treasury Stock (Details Textual)          HTML     40K 
71: R59         Note 11 - Equity-based Compensation (Details        HTML     47K 
                Textual)                                                         
72: R60         Note 11 - Equity-based Compensation - Restricted    HTML     49K 
                Stock (Details)                                                  
73: R61         Note 11 - Equity-based Compensation - Stock         HTML     73K 
                Appreciation Rights (Details)                                    
74: R62         Note 11 - Equity-based Compensation - Stock         HTML     33K 
                Appreciation Rights, Fair Value Assumptions                      
                (Details)                                                        
75: R63         Note 12 - Income Taxes (Details Textual)            HTML     31K 
76: R64         Note 13 - Net Income Per Common Share (Details      HTML     24K 
                Textual)                                                         
77: R65         Note 13 - Net Income Per Common Share -             HTML     47K 
                Computation of Basic and Diluted Earnings Per                    
                Share (Details)                                                  
78: R66         Note 15 - Subsequent Event (Details Textual)        HTML     82K 
80: XML         IDEA XML File -- Filing Summary                      XML    147K 
79: EXCEL       IDEA Workbook of Financial Reports                  XLSX     65K 
 7: EX-101.INS  XBRL Instance -- cabo-20190331                       XML   1.52M 
 9: EX-101.CAL  XBRL Calculations -- cabo-20190331_cal               XML    170K 
10: EX-101.DEF  XBRL Definitions -- cabo-20190331_def                XML   1.35M 
11: EX-101.LAB  XBRL Labels -- cabo-20190331_lab                     XML   1.06M 
12: EX-101.PRE  XBRL Presentations -- cabo-20190331_pre              XML   1.36M 
 8: EX-101.SCH  XBRL Schema -- cabo-20190331                         XSD    186K 
81: ZIP         XBRL Zipped Folder -- 0001437749-19-009341-xbrl      Zip    153K 


‘EX-10.7’   —   Material Contract


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



 C:  <>  <> 

Exhibit 10.7

 

 [Cable One Letterhead]

 

 

February 12, 2018

 

 

Mr. Peter Witty

[REDACTED]

 

 

Dear Pete,

 

We are delighted at the prospect that you will be joining Cable One as Senior Vice President, General Counsel and Secretary in Phoenix, Arizona. This letter confirms our offer of employment to you with an anticipated hire date of April 2, 2018. As we have discussed, this offer is subject to your satisfactory completion of the pre-employment physical, background check and all other pre-hire clearances.

 

SALARY AND BONUS 

Your starting salary will be $315,000 per annum, payable bi-weekly in accordance with the Company’s normal payroll practices. This salary is subject to review and possible adjustment in Cable One’s discretion periodically.  As part of your employment with Cable One and for the role you will be fulfilling of Senior Vice President, General Counsel and Secretary, you will be eligible to receive an annual bonus targeted at 50% of your base annual salary (with potential of up to 100% of base pay).  Bonuses are awarded in the Company’s sole discretion, are not guaranteed, and are determined after an evaluation of the Company's performance as well as your own performance for the period reviewed.  Payment of a bonus for one year does not guarantee payment in any subsequent year.  Any bonus in respect of your first year of employment would be prorated for the number of months worked.  Bonuses are typically paid in March after the calendar year for which they are awarded, and only associates who remain on the Company’s payroll on the date of payment are eligible.  No pro-rated bonus is awarded for the final year of employment.

 

RELOCATION & TEMPORARY HOUSING*

The Company will also provide you with relocation assistance and a temporary housing allowance of $120,000. These amounts are typically payable as reimbursement for all reasonable, travel, food, gasoline, lodging and related expenses in connection with your visit to Phoenix, Arizona to search for a home and all other moving-related expenses, including but not limited to movement of household goods, storage, rental agency/temporary housing, buying or selling a home, etc., in one lump sum when you begin your employment with us. As a condition of accepting this offer, you agree that, if your employment with Cable One ends for any reason (other than a layoff, reduction-in-force, or due to the termination of your position in the event the Company is sold) less than two years after your hire date, any amount owed to the Company will be deducted from your final pay check. If any relocation money owed to the Company is still outstanding after such deduction, you shall reimburse the Company for the pro-rated net amount paid in relocation assistance no later than 30 days after the date of termination.*

 

 

 

 

Page 2

 

EQUITY COMPENSATION

 

(a)

SARs. Subject to the approval of the Compensation Committee, you will receive a grant of 2,000 stock appreciation rights under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This grant will vest in four equal installments on the first four anniversaries of the grant date, provided that you remain employed with Cable One through each vesting date, except as otherwise provided in your award agreement.

 

 

(b)

Restricted Stock. Subject to the approval of the Compensation Committee, you will receive a grant of restricted stock with a grant date fair value equal to approximately $945,000 multiplied by a fraction (i) the numerator of which is the number of full and partial months from your hire date through December 31, 2020 and (ii) the denominator of which is 36. This grant will cliff-vest on January 3, 2021, provided that you remain employed with Cable One through the vesting date, except as otherwise provided in your award agreement.

 

The SARs grant and the Restricted Stock grant will be subject to Cable One’s standard terms and conditions and the restrictive covenants applicable to other executives of Cable One, as set forth in your award agreements and the Plan, provided that you acknowledge and agree that your relocation to Phoenix, Arizona will not be considered “Good Reason” for purposes of your award agreements.

 

You also understand and agree that you are solely responsible for any additional tax obligations resulting from the Company’s payments.

 

Nothing in this letter modifies your at-will employment status. Accordingly, either you or Cable One may end the employment relationship at any time and for any reason or no reason, with or without notice.

 

Please sign and date this letter below to indicate your acceptance and return the original to me at your earliest convenience. Keep the copy for your records.

 

We look forward to seeing you on April 2, 2018.

 

Sincerely,

 

/s/ Julia M. Laulis

 

Julia M. Laulis

President and CEO

Cable One, Inc.

[REDACTED]

[REDACTED]

 

Original – via US mail

Copy – via email                                    

 

 

 

 

Page 3

 

ACCEPTED AND AGREED:

 

 

 

/s/ Peter N. Witty                                    ,                         February 14, 2018

Peter Witty

 

 

*Relocation & Temporary Housing Proration Schedule:                    

0 to 6 months     -  100%

7 to 12 months   -  75%

13 to 18 months -  50%

19 to 24 months -  25%

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
1/3/21
12/31/20
Filed as of:5/10/194
Filed on:5/9/198-K
For Period end:3/31/198-K
4/2/183,  4,  8-K
2/14/18SC 13G,  SC 13G/A
2/12/18
 List all Filings 


4 Subsequent Filings that Reference this Filing

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

 2/23/24  Cable One, Inc.                   10-K       12/31/23  120:14M
 2/24/23  Cable One, Inc.                   10-K       12/31/22  117:14M                                    RDG Filings/FA
 2/25/22  Cable One, Inc.                   10-K       12/31/21  122:14M                                    RDG Filings/FA
 2/26/21  Cable One, Inc.                   10-K       12/31/20  111:13M                                    RDG Filings/FA
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Filing Submission 0001437749-19-009341   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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