SEC Info - American Renal Associates Holdings, Inc. - ‘10-Q’ for 3/31/17

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American Renal Associates Holdings, Inc. – ‘10-Q’ for 3/31/17 – ‘EX-10.4’

On: Tuesday, 5/9/17, at 4:50pm ET · For: 3/31/17 · Accession #: 1498068-17-35 · File #: 1-37751

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

 5/09/17  American Renal Assocs Holdin… Inc 10-Q        3/31/17   73:5M

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    520K 
 2: EX-10.1     Material Contract                                   HTML     43K 
 3: EX-10.2     Material Contract                                   HTML     40K 
 4: EX-10.3     Material Contract                                   HTML     39K 
 5: EX-10.4     Material Contract                                   HTML     41K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
16: R1          Document and Entity Information                     HTML     41K 
17: R2          Consolidated Balance Sheets                         HTML    115K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
19: R4          Consolidated Statements of Operations               HTML     81K 
20: R5          Consolidated Statements of Comprehensive (Loss)     HTML     35K 
                Income                                                           
21: R6          Consolidated Statement of Changes in Equity         HTML     78K 
22: R7          Consolidated Statements of Cash Flows               HTML    114K 
23: R8          Basis of Presentation and Organization              HTML     38K 
24: R9          Initial Public Offering                             HTML     41K 
25: R10         Cash                                                HTML     29K 
26: R11         Accounts Receivable                                 HTML     28K 
27: R12         Fair Value Measurements                             HTML     91K 
28: R13         Accrued Expenses and Other Current Liabilities      HTML     37K 
29: R14         Variable Interest Entities                          HTML     29K 
30: R15         Noncontrolling Interests Subject to Put Provisions  HTML     38K 
31: R16         Debt                                                HTML     52K 
32: R17         Income Taxes                                        HTML     27K 
33: R18         Stock-Based Compensation                            HTML     64K 
34: R19         (Loss) Earnings Per Share                           HTML     55K 
35: R20         Related Party Transactions                          HTML     35K 
36: R21         Commitments and Contingencies                       HTML     27K 
37: R22         Certain Legal Matters                               HTML     34K 
38: R23         Changes in Ownership Interest in Consolidated       HTML     38K 
                Subsidiaries                                                     
39: R24         Basis of Presentation and Organization (Policies)   HTML     40K 
40: R25         Cash (Tables)                                       HTML     34K 
41: R26         Fair Value Measurements (Tables)                    HTML     84K 
42: R27         Accrued Expenses and Other Current Liabilities      HTML     38K 
                (Tables)                                                         
43: R28         Debt (Tables)                                       HTML     47K 
44: R29         Stock-Based Compensation (Tables)                   HTML     64K 
45: R30         (Loss) Earnings Per Share (Tables)                  HTML     52K 
46: R31         Changes in Ownership Interest in Consolidated       HTML     35K 
                Subsidiaries (Tables)                                            
47: R32         Basis of Presentation and Organization (Details)    HTML     51K 
48: R33         Initial Public Offering (Details)                   HTML    107K 
49: R34         Cash (Details)                                      HTML     29K 
50: R35         Accounts Receivable (Details)                       HTML     30K 
51: R36         Fair Value Measurements (Details)                   HTML     30K 
52: R37         Fair Value Measurements - Schedule of fair values   HTML     58K 
                (Details)                                                        
53: R38         FAIR VALUE MEASUREMENTS - Fair value rollforward    HTML     30K 
                for tax receivable agreement liability (Details)                 
54: R39         Accrued Expenses and Other Current Liabilities      HTML     41K 
                (Details)                                                        
55: R40         Variable Interest Entities (Details)                HTML     24K 
56: R41         Noncontrolling Interests Subject to Put Provisions  HTML     25K 
                (Details)                                                        
57: R42         DEBT - Schedule of long-term debt (Details)         HTML     41K 
58: R43         DEBT - Scheduled maturities of long-term debt       HTML     40K 
                (Details)                                                        
59: R44         DEBT - Narrative (Details)                          HTML     51K 
60: R45         Income Taxes (Details)                              HTML     28K 
61: R46         STOCK-BASED COMPENSATION - Schedule of Expense      HTML     30K 
                (Details)                                                        
62: R47         STOCK-BASED COMPENSATION - Narrative (Details)      HTML     48K 
63: R48         STOCK-BASED COMPENSATION - Assumptions used for     HTML     33K 
                options granted (Details)                                        
64: R49         STOCK-BASED COMPENSATION - Option activity          HTML     54K 
                (Details)                                                        
65: R50         STOCK-BASED COMPENSATION - Restricted stock awards  HTML     40K 
                (Details)                                                        
66: R51         (Loss) Earnings Per Share (Details)                 HTML     56K 
67: R52         Related Party Transactions (Details)                HTML     58K 
68: R53         Commitments and Contingencies (Details)             HTML     22K 
69: R54         Certain Legal Matters (Details)                     HTML     28K 
70: R55         Changes in Ownership Interest in Consolidated       HTML     34K 
                Subsidiaries (Details)                                           
72: XML         IDEA XML File -- Filing Summary                      XML    121K 
71: EXCEL       IDEA Workbook of Financial Reports                  XLSX     67K 
10: EX-101.INS  XBRL Instance -- ara-20170331                        XML   1.02M 
12: EX-101.CAL  XBRL Calculations -- ara-20170331_cal                XML    194K 
13: EX-101.DEF  XBRL Definitions -- ara-20170331_def                 XML    428K 
14: EX-101.LAB  XBRL Labels -- ara-20170331_lab                      XML   1.34M 
15: EX-101.PRE  XBRL Presentations -- ara-20170331_pre               XML    757K 
11: EX-101.SCH  XBRL Schema -- ara-20170331                          XSD    126K 
73: ZIP         XBRL Zipped Folder -- 0001498068-17-000035-xbrl      Zip    165K

‘EX-10.4’ — Material Contract

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

<! C: C:

Exhibit

RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

AMERICAN RENAL ASSOCIATES HOLDINGS, INC.

2016 OMNIBUS INCENTIVE PLAN

American Renal Associates Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.


Participant:	[Insert Participant Name]


Date of Grant:	[Insert Date of Grant]


Number of Restricted Stock Units:	[Insert No. of RSUs Granted]


Vesting Schedule:	Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event):

one-third (1/3) of the Restricted Stock Units will vest on each of the first three anniversaries of the Date of Grant; provided that in the event of a Change in Control that occurs during Participant’s service with the Company, the Restricted Stock Units, to the extent not then vested or previously forfeited or canceled, will become fully vested.

* * *

THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.



AMERICAN RENAL ASSOCIATES HOLDINGS, INC.			PARTICIPANT¹


By:
Title:



1	To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

RESTRICTED STOCK UNIT AGREEMENT

UNDER THE

AMERICAN RENAL ASSOCIATES HOLDINGS, INC.

2016 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Units Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the American Renal Associates Holdings, Inc. 2016 Omnibus Incentive Plan (the “Plan”), American Renal Associates Holdings, Inc., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing the right to receive one share of Common Stock upon the vesting of such Restricted Stock Unit). The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Restricted Stock Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.

2. Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.

3. Settlement of Restricted Stock Units. The provisions of Section 9(d)(ii) of the Plan are incorporated herein by reference and made a part hereof.

4. Treatment of Restricted Stock Units Upon Termination.

(a) The provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.

(b) If the Participant undergoes a Termination, then all unvested Restricted Stock Units shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.

5. Company; Participant.

(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to employment shall include the Board, the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

6. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.

7. Rights as Stockholder. The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock unit unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.

8. Tax Withholding. The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof. In addition, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by the Participant with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdictions).

9. Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Corporate Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

10. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee, director or service provider to the Company.

11. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

12. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to

constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

13. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Massachusetts.

14. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/9/17	8-K
For Period end:	3/31/17
		List all Filings

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Filing Submission 0001498068-17-000035 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)