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American Renal Associates Holdings, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.12’

On:  Wednesday, 9/4/19, at 6:51pm ET   ·   As of:  9/5/19   ·   For:  12/31/18   ·   Accession #:  1498068-19-60   ·   File #:  1-37751

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

 9/05/19  American Renal Assocs Holdin… Inc 10-K       12/31/18  129:43M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.58M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     80K 
 5: EX-10.11    Material Contract                                   HTML     46K 
 6: EX-10.12    Material Contract                                   HTML     55K 
 3: EX-10.6     Material Contract                                   HTML     46K 
 4: EX-10.7     Material Contract                                   HTML     55K 
 7: EX-21.1     Subsidiaries List                                   HTML    100K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     34K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
98: R1          Document and Entity Information                     HTML     69K 
23: R2          Consolidated Balance Sheets                         HTML    156K 
65: R3          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
110: R4          Consolidated Statements of Operations               HTML    117K  
100: R5          Consolidated Statements of Comprehensive (Loss)     HTML     60K  
                Income                                                           
25: R6          Consolidated Statements of Changes in Equity        HTML    194K 
67: R7          Consolidated Statements of Changes in Equity        HTML     38K 
                (Parenthetical)                                                  
112: R8          Consolidated Statements of Cash Flows               HTML    165K  
96: R9          Basis of Presentation and Organization              HTML     41K 
84: R10         Summary of Significant Accounting Policies          HTML    131K 
128: R11         Restatement of Consolidated Financial Statements    HTML    626K  
55: R12         Initial Public Offering                             HTML     62K 
41: R13         Cash                                                HTML     49K 
85: R14         Prepaid Expenses and Other Current Assets           HTML     45K 
129: R15         Acquisitions and Divestitures                       HTML     64K  
56: R16         Fair Value Measurements                             HTML    147K 
42: R17         Property and Equipment                              HTML     60K 
86: R18         Intangible Assets and Goodwill                      HTML     69K 
127: R19         Accrued Expenses and Other Current Liabilities      HTML     61K  
61: R20         Variable Interest Entities                          HTML     42K 
20: R21         Noncontrolling Interests Subject to Put Provisions  HTML     79K 
87: R22         Changes in Ownership Interest in Consolidated       HTML     53K 
                Subsidiaries                                                     
101: R23         Debt                                                HTML    114K  
62: R24         Leases                                              HTML     74K 
21: R25         Income Taxes                                        HTML    138K 
88: R26         Loss Per Share                                      HTML     59K 
102: R27         Stock-Based Compensation                            HTML    119K  
60: R28         Related Party Transactions                          HTML     46K 
22: R29         Commitments and Contingencies                       HTML     42K 
45: R30         Certain Legal Matters and Other Matters             HTML     63K 
58: R31         Employee Benefit Plan                               HTML     37K 
126: R32         Concentrations                                      HTML     38K  
83: R33         Subsequent Events                                   HTML     56K 
44: R34         Selected Quarterly Financial Data (Unaudited)       HTML   3.06M 
57: R35         Schedule Ii - Valuation and Qualifying Accounts     HTML     52K 
125: R36         Summary of Significant Accounting Policies          HTML    152K  
                (Policies)                                                       
82: R37         Summary of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
43: R38         Restatement of Consolidated Financial Statements    HTML   3.58M 
                (Tables)                                                         
59: R39         Cash (Tables)                                       HTML     47K 
27: R40         Prepaid Expenses and Other Current Assets (Tables)  HTML     46K 
64: R41         Acquisitions and Divestitures (Tables)              HTML     47K 
113: R42         Fair Value Measurements (Tables)                    HTML    119K  
97: R43         Property and Equipment (Tables)                     HTML     56K 
26: R44         Intangible Assets and Goodwill (Tables)             HTML     73K 
63: R45         Accrued Expenses and Other Current Liabilities      HTML     62K 
                (Tables)                                                         
111: R46         Noncontrolling Interests Subject to Put Provisions  HTML     73K  
                (Tables)                                                         
95: R47         Changes in Ownership Interest in Consolidated       HTML     54K 
                Subsidiaries (Tables)                                            
24: R48         Debt (Tables)                                       HTML     78K 
66: R49         Leases (Tables)                                     HTML     68K 
49: R50         Income Taxes (Tables)                               HTML    139K 
32: R51         Loss Per Share (Tables)                             HTML     58K 
80: R52         Stock-Based Compensation (Tables)                   HTML    105K 
120: R53         Subsequent Events (Tables)                          HTML     45K  
50: R54         Selected Quarterly Financial Data (Unaudited)       HTML   3.64M 
                (Tables)                                                         
33: R55         Basis of Presentation and Organization (Details)    HTML     56K 
81: R56         Summary of Significant Accounting Policies          HTML    168K 
                (Details)                                                        
122: R57         Summary of Significant Accounting Policies          HTML     48K  
                Schedule of Revenue (Details)                                    
47: R58         Restatement of Consolidated Financial Statements -  HTML    216K 
                Restated Consolidated Balance Sheets (Details)                   
36: R59         Restatement of Consolidated Financial Statements -  HTML     57K 
                Restated Consolidated Balance Sheet                              
                (Parenthetical) (Details)                                        
89: R60         Restatement of Consolidated Financial Statements -  HTML    192K 
                Restated Consolidated Statements of Operations                   
                (Details)                                                        
106: R61         Restatement of Consolidated Financial Statements -  HTML     77K  
                Restated Consolidated Statements of Comprehensive                
                Income (Details)                                                 
68: R62         Restatement of Consolidated Financial Statements -  HTML    264K 
                Restated Consolidated Statements of Cash Flows                   
                (Details)                                                        
28: R63         Initial Public Offering (Details)                   HTML    172K 
92: R64         Cash (Details)                                      HTML     48K 
109: R65         Prepaid Expenses and Other Current Assets           HTML     46K  
                (Details)                                                        
71: R66         Acquisitions and Divestitures - Acquisitions        HTML     80K 
                (Details)                                                        
31: R67         Acquisitions and Divestitures - Divestitures        HTML     63K 
                (Details)                                                        
93: R68         Fair Value Measurements - Narrative (Details)       HTML     44K 
104: R69         Fair Value Measurements - Schedule of fair value    HTML     94K  
                (Details)                                                        
117: R70         Fair Value Measurements - Fair value rollforward    HTML     44K  
                of tax receivable agreement liability (Details)                  
77: R71         Property and Equipment (Details)                    HTML     82K 
40: R72         Intangible Assets and Goodwill - Schedule of        HTML     60K 
                intangible assets (Details)                                      
54: R73         Intangible Assets and Goodwill - Estimated annual   HTML     52K 
                amortization expense (Details)                                   
114: R74         Intangible Assets and Goodwill - Changes in the     HTML     45K  
                value of goodwill (Details)                                      
74: R75         Accrued Expenses and Other Current Liabilities      HTML     64K 
                (Details)                                                        
37: R76         Variable Interest Entities (Details)                HTML     38K 
51: R77         Noncontrolling Interests Subject to Put Provisions  HTML     69K 
                (Details)                                                        
119: R78         Changes in Ownership Interest in Consolidated       HTML     56K  
                Subsidiaries (Details)                                           
73: R79         Debt - Schedule of long term-term debt (Details)    HTML     94K 
116: R80         Debt Debt - Scheduled maturities of long-term debt  HTML     55K  
                (Details)                                                        
76: R81         Debt - Narrative (Details)                          HTML    226K 
39: R82         Leases - Narrative (Details)                        HTML     57K 
53: R83         Leases - Schedule of Future Minimum Lease Payments  HTML    121K 
                (Details)                                                        
115: R84         Income Taxes - Provision (Benefit) for Income       HTML     64K  
                Taxes (Details)                                                  
75: R85         Income Taxes - Significant components of deferred   HTML     84K 
                tax assets and liabilities (Details)                             
38: R86         Income Taxes Income Taxes - Narrative (Details)     HTML     59K 
52: R87         Income Taxes - Reconciliation of the federal        HTML     56K 
                statutory rate (Details)                                         
118: R88         Income Taxes - Gross amounts of unrecognized tax    HTML     43K  
                benefits (Details)                                               
72: R89         Loss Per Share (Details)                            HTML     64K 
90: R90         Stock-Based Compensation - Narrative (Details)      HTML    100K 
107: R91         Stock-Based Compensation - Equity Grants,           HTML     42K  
                Assumptions and Activity (Details)                               
69: R92         Stock-Based Compensation - Assumptions used for     HTML     55K 
                options granted (Details)                                        
29: R93         Stock-Based Compensation - Stock option activity    HTML    103K 
                (Details)                                                        
91: R94         Stock-Based Compensation - Restricted stock         HTML     60K 
                activity (Details)                                               
108: R95         Related Party Transactions (Details)                HTML     75K  
70: R96         Commitments and Contingencies (Details)             HTML     46K 
30: R97         Certain Legal Matters and Other Matters (Details)   HTML     79K 
94: R98         Employee Benefit Plan (Details)                     HTML     36K 
105: R99         Concentrations (Details)                            HTML     35K  
123: R100        Subsequent Events - Acquisitions (Details)          HTML     77K  
78: R101        Subsequent Events - Narrative (Details)             HTML     95K 
34: R102        Selected Quarterly Financial Data (Unaudited)       HTML     73K 
                (Details)                                                        
46: R103        Selected Quarterly Financial Data (Unaudited) -     HTML    216K 
                Condensed Consolidated Balance Sheets (Details)                  
124: R104        Selected Quarterly Financial Data (Unaudited) -     HTML     57K  
                Condensed Consolidated Balance Sheets                            
                (Parenthetical) (Details)                                        
79: R105        Selected Quarterly Financial Data (Unaudited) -     HTML    198K 
                Condensed Consolidated Statements of Operations                  
                (Details)                                                        
35: R106        Selected Quarterly Financial Data (Unaudited) -     HTML     77K 
                Consolidated Statements of Comprehensive Income                  
                (Loss) (Details)                                                 
48: R107        Selected Quarterly Financial Data (Unaudited) -     HTML    264K 
                Condensed Consolidated Statements of Cash Flows                  
                (Details)                                                        
121: R108        Schedule Ii - Valuation and Qualifying Accounts     HTML     43K  
                (Details)                                                        
99: XML         IDEA XML File -- Filing Summary                      XML    226K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    222K 
13: EX-101.INS  XBRL Instance -- ara-20181231                        XML  14.05M 
15: EX-101.CAL  XBRL Calculations -- ara-20181231_cal                XML    394K 
16: EX-101.DEF  XBRL Definitions -- ara-20181231_def                 XML   1.30M 
17: EX-101.LAB  XBRL Labels -- ara-20181231_lab                      XML   2.61M 
18: EX-101.PRE  XBRL Presentations -- ara-20181231_pre               XML   1.92M 
14: EX-101.SCH  XBRL Schema -- ara-20181231                          XSD    266K 
103: ZIP         XBRL Zipped Folder -- 0001498068-19-000060-xbrl      Zip    711K  


‘EX-10.12’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  


Exhibit 10.12
EXECUTION COPY
42916.00001


42916.00001
REPAYMENT AGREEMENT
This REPAYMENT AGREEMENT (this “Agreement”) is entered into as of August 28, 2019, by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”) (the Company, ARH and Executive each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS, the Company, ARH and Executive entered into that certain employment agreement, dated March 22, 2010, as amended from time to time (the “Employment Agreement”);
WHEREAS, pursuant to the Employment Agreement, Executive is employed as President of the Company and is eligible to receive, and did receive, annual cash bonus awards (each, a “Bonus”) based on “Performance Goals” as described therein;
WHEREAS, the Parties have concluded that the aggregate Bonuses that Executive received for the fiscal years ended December 31, 2014, 2015, 2016, 2017 and 2018 were in excess of the amounts that would have been payable had the aggregate Bonuses been based on the consolidated financial statements for those periods that give effect to the Restatement (as defined below); and
WHEREAS, the Parties have determined that the aggregate Bonuses should be recalculated, and Executive should repay to the Company an amount equal to the overpayment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company, ARH and Executive each hereby agree to the following:
1.
Defined Terms. Capitalized terms used but not defined herein shall have the meanings indicated in the Employment Agreement. In addition, the following terms shall have the meanings indicated:
(a)
Repayment Amount” shall mean the amount of $759,164.
(b)
Restatement” shall mean the Annual Report on Form 10-K which will include the Company’s financial statements as of and for the year ended December 31, 2018, as well as restated financial statements for the fiscal years ended December 31, 2014, 2015, 2016 and 2017, as contained in its Annual Reports on Form 10-K for the years ended December 31, 2016 and 2017, and its condensed consolidated financial statements for the quarters and year-to-date periods ended March 31, June 30 and September 30, 2016; March 31, June 30 and September 30, 2017; and March 31, June 30 and September 30, 2018 contained in its Quarterly Reports on Form 10-Q.
2.
The Repayment Date. Executive hereby voluntarily agrees to pay the Repayment Amount in full in a lump sum on or before August 22, 2019.

3.
Release. Executive, on behalf of himself and his agents, representatives, attorneys, administrators, heirs, executors and assigns, hereby releases and forever discharges the Company Released Parties (as defined in EXHIBIT A to the Employment Agreement -

1



FORM OF RELEASE AND WAIVER OF CLAIMS), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys’ fees and costs actually incurred) or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date Executive signs this Agreement, arising from or relating to Executive’s repayment obligations hereunder.
4.
Applicable Law, Jurisdiction and Venue.
(a)
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to any conflict of law principles that would require the application of the laws of a different jurisdiction.
(b)
Any controversy or claim arising out of or relating to this Agreement shall be submitted to mandatory binding arbitration, which shall be conducted in Boston, Massachusetts, in accordance with the employment rules of the American Arbitration Association in effect at the time such arbitration is conducted, and judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
5.
Miscellaneous.
(a)
This Agreement and all obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights hereunder to any parent, subsidiary, affiliate or successor.
(b)
This Agreement constitutes the entire agreement between the Parties regarding Executive’s repayment obligations hereunder and supersedes and cancels any and all previous contracts, arrangements or understandings, whether written or oral, with respect hereto (excluding, for the avoidance of doubt, the Employment Agreement). In the event any terms or provisions of this Agreement conflict or are inconsistent with the terms and provisions of the Employment Agreement, the terms of this Agreement shall govern and control. This Agreement, however, is not intended to replace the Employment Agreement.
(c)
This Agreement may be amended, modified or superseded only by an agreement in writing executed by the Parties hereto.
(d)
All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by registered mail postage prepaid return receipt requested, or sent by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt, to the following addresses, or such other addresses as any Party shall notify the other Parties:










If to the Company:
American Renal Management LLC

2



500 Cummings Center, Suite 6550
Beverly, MA 01915
Attn: Deputy General Counsel
with copies to:
Susanne V. Clark
General Counsel | Senior Managing Director
Centerbridge Partners, L.P.
375 Park Avenue, 11th Floor
New York, NY 10152-0002
Katherine R. Goldstein
Milbank LLP
55 Hudson Yards
New York, NY 10001-2163
If to the Executive:
Syed T. Kamal
17925 Cachet Isle Drive
Tampa, FL 33647
(e)
Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by the Company or ARH to influence Executive to enter into this Agreement.
(f)
Executive acknowledges that he has carefully read and understands this Agreement, has consulted with an attorney with respect to its provisions and is entering into it knowingly and voluntarily.

[Signatures on following page.]

3



IN WITNESS WHEREOF, the Company, ARH and Executive have executed this Agreement effective as of the date first written above.
AMERICAN RENAL MANAGEMENT LLC
 
By:
 
Name:
 
Title:
Interim Chief Financial Officer
AMERICAN RENAL HOLDINGS INC.
 
By:
 
Name:
 
Title:
Interim Chief Financial Officer
SYED T. KAMAL
 
 
 
 
 
 
 
 



4

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:9/5/1910-Q,  8-K
Filed on:9/4/1910-Q
8/28/198-K
8/22/19
For Period end:12/31/18NT 10-K
9/30/1810-Q
12/31/1710-K
9/30/1710-Q
12/31/1610-K
9/30/1610-Q
12/31/15
12/31/14
3/22/10
 List all Filings 
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Filing Submission 0001498068-19-000060   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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