Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K 10-K - 2017 Form 10-K HTML 1.49M
2: EX-10.12 Exhibit 10.12 - Annual Incentive Program Summary HTML 44K
2018
3: EX-10.33 Exhibit 10.33 - Form of 2018 Rsu Award Agreement HTML 48K
4: EX-10.5B Exhibit 10.5B - Employment Agreement Amendment HTML 32K
5: EX-10.7B Exhibit 10.7B - Employment Agreement Amendment HTML 32K
6: EX-10.8B Exhibit 10.8B - Employment Agreement Amendment HTML 33K
7: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 58K
8: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 28K
Public Accounting Firm
9: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 33K
10: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 33K
11: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 27K
12: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 27K
19: R1 Document and Entity Information HTML 53K
20: R2 Consolidated Statements of Income HTML 85K
21: R3 Consolidated Statements of Comprehensive Income HTML 41K
22: R4 Consolidated Balance Sheets HTML 129K
23: R5 Consolidated Balance Sheets (Parenthetical) HTML 52K
24: R6 Consolidated Statements of Stockholders' Equity HTML 86K
25: R7 Consolidated Statements of Stockholders' Equity HTML 26K
(Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 131K
27: R9 Organization and Other Matters HTML 43K
28: R10 Summary of Significant Accounting Policies HTML 88K
29: R11 Acquisitions and Equity Method Investments HTML 45K
30: R12 Stock and Stock-Based Compensation Plans HTML 126K
31: R13 Net Income Per Share HTML 49K
32: R14 Allowance for Credit Losses and Doubtful Accounts HTML 57K
33: R15 Finance Receivables and Obligations Collateralized HTML 66K
by Finance Receivables
34: R16 Goodwill and Other Intangible Assets HTML 99K
35: R17 Property and Equipment HTML 58K
36: R18 Self Insurance and Retained Loss Reserves HTML 43K
37: R19 Long-Term Debt HTML 90K
38: R20 Financial Instruments HTML 63K
39: R21 Leasing Agreements HTML 45K
40: R22 Income Taxes HTML 136K
41: R23 Employee Benefit Plans HTML 29K
42: R24 Commitments and Contingencies HTML 38K
43: R25 Accumulated Other Comprehensive Income (Loss) HTML 35K
44: R26 Segment Information HTML 234K
45: R27 Quarterly Financial Data (Unaudited) HTML 119K
46: R28 Subsequent Events HTML 28K
47: R29 Summary of Significant Accounting Policies HTML 158K
(Policies)
48: R30 Summary of Significant Accounting Policies HTML 41K
(Tables)
49: R31 Stock and Stock-Based Compensation Plans (Tables) HTML 107K
50: R32 Net Income Per Share (Tables) HTML 46K
51: R33 Allowance for Credit Losses and Doubtful Accounts HTML 61K
(Tables)
52: R34 Finance Receivables and Obligations Collateralized HTML 61K
by Finance Receivables (Tables)
53: R35 Goodwill and Other Intangible Assets (Tables) HTML 98K
54: R36 Property and Equipment (Tables) HTML 63K
55: R37 Self Insurance and Retained Loss Reserves (Tables) HTML 39K
56: R38 Long-Term Debt (Tables) HTML 74K
57: R39 Financial Instruments (Tables) HTML 52K
58: R40 Leasing Agreements (Tables) HTML 42K
59: R41 Income Taxes (Tables) HTML 135K
60: R42 Accumulated Other Comprehensive Income (Loss) HTML 35K
(Tables)
61: R43 Segment Information (Tables) HTML 233K
62: R44 Quarterly Financial Data (Unaudited) (Tables) HTML 119K
63: R45 Organization and Other Matters (Details) HTML 73K
64: R46 Summary of Significant Accounting Policies HTML 98K
(Details)
65: R47 Acquisitions (Details) HTML 86K
66: R48 Equity Method Investments (Details) HTML 68K
67: R49 Stock and Stock-Based Compensation Plan Summary HTML 38K
(Details)
68: R50 KAR Auction Services, Inc. Stock-Based HTML 115K
Compensation Plans (Details)
69: R51 Service and Exit Options (Details) HTML 125K
70: R52 Employee Stock Purchase Plan (Details) HTML 38K
71: R53 Share Repurchase Plan (Details) HTML 54K
72: R54 Net Income Per Share (Details) HTML 61K
73: R55 Allowance for Credit Losses and Doubtful Accounts HTML 36K
(Details)
74: R56 Allowance for Credit Losses and Doubtful Accounts HTML 35K
(Details 2)
75: R57 Finance Receivables and Obligations Collateralized HTML 104K
by Finance Receivables (Details)
76: R58 Goodwill and Other Intangible Assets (Details) HTML 42K
77: R59 Goodwill and Other Intangible Assets (Details 2) HTML 40K
78: R60 Goodwill and Other Intangible Assets (Details 3) HTML 51K
79: R61 Goodwill and Other Intangible Assets (Details 4) HTML 43K
80: R62 Property and Equipment (Details) HTML 68K
81: R63 Property and Equipment (Details 2) HTML 33K
82: R64 Self Insurance and Retained Loss Reserves HTML 44K
(Details)
83: R65 Long-Term Debt Summary and Future Principle HTML 100K
Payments (Details)
84: R66 Credit Facilities (Details) HTML 145K
85: R67 Senior Notes (Details) HTML 37K
86: R68 Other Debt (Details) HTML 43K
87: R69 Financial Instruments (Details) HTML 74K
88: R70 Financial Instruments (Details 2) HTML 37K
89: R71 Leasing Agreements (Details) HTML 70K
90: R72 Income Taxes (Details) HTML 186K
91: R73 Income Taxes (Details 2) HTML 32K
92: R74 Income Taxes (Details 3) HTML 52K
93: R75 Employee Benefit Plans (Details) HTML 34K
94: R76 Commitments and Contingencies (Details) HTML 54K
95: R77 Accumulated Other Comprehensive Income (Loss) HTML 36K
(Details)
96: R78 Segment Information (Details) HTML 144K
97: R79 Segment Information (Details 2) HTML 43K
98: R80 Quarterly Financial Data (Unaudited) (Details) HTML 77K
100: XML IDEA XML File -- Filing Summary XML 174K
99: EXCEL IDEA Workbook of Financial Reports XLSX 126K
13: EX-101.INS XBRL Instance -- kar-20171231 XML 3.53M
15: EX-101.CAL XBRL Calculations -- kar-20171231_cal XML 291K
16: EX-101.DEF XBRL Definitions -- kar-20171231_def XML 868K
17: EX-101.LAB XBRL Labels -- kar-20171231_lab XML 2.17M
18: EX-101.PRE XBRL Presentations -- kar-20171231_pre XML 1.37M
14: EX-101.SCH XBRL Schema -- kar-20171231 XSD 217K
101: ZIP XBRL Zipped Folder -- 0001395942-18-000028-xbrl Zip 334K
‘EX-10.33’ — Exhibit 10.33 – Form of 2018 Rsu Award Agreement
THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned
to such terms in the Plan. The parties hereto agree as follows:
1. Grant of Restricted Stock Units. The Company hereby grants to the Recipient [_______] Restricted Stock Units (the “Award”) as of [___________], 2018 (the “Grant Date”), subject to the terms and conditions of the Plan and this Agreement. The Restricted Stock Units shall vest pursuant to the terms of this Agreement. A “Restricted Stock Unit” is an “Other Share-Based Award” under the Plan and each Restricted Stock Unit entitles the Recipient to a share of Common Stock upon vesting subject to the terms of this Agreement.
2. Restrictions. The
Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law. The Recipient shall have no rights in the Common Stock underlying the Restricted Stock Units until the Award vests as described in Section 4 below or as otherwise provided in the Plan or this Agreement. The Recipient shall not have any voting rights with respect to the Restricted Stock Units.
3. Restricted Stock Unit Account. The Company shall maintain an account (the “Restricted Stock Unit Account” or “Account”) on its books in the name of the Recipient, which shall reflect the number of Restricted Stock Units awarded to the Recipient.
4. Period
of Restriction. Subject to the Recipient’s continuous employment with the Company through the following dates and the other provisions of the Plan and this Agreement, unless vested or forfeited earlier as described in Section 5 or 6 of this Agreement, as applicable, (i) one-third (1/3) of the Award shall become vested on the first anniversary of the Grant Date, (ii) an additional one-third (1/3) of the Award shall become vested on the second anniversary of the Grant Date and (iii) the final one-third (1/3) of the Award shall become vested on the third anniversary of the Grant Date.
Upon vesting, all vested Restricted Stock Units shall cease to be considered Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, and the Recipient shall be entitled to receive one share of Common Stock
for each vested Restricted Stock Unit in the Recipient’s Restricted Stock Unit Account. Such shares of Common Stock shall be paid to the
Recipient as soon as practicable after the vesting date, but in no event later than March 15 of the year following the year in which the shares became vested.
5. Termination of Employment.
(a) If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the Company and its Affiliates on account of the Recipient’s death or Disability, then all unvested Restricted Stock
Units outstanding as of the date of such termination of employment shall immediately vest in full.
(b) If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the Company and its Affiliates by reason of the Recipient’s Retirement or Early Retirement Date (as defined below), then all unvested Restricted Stock Units that would have vested in the 12 months following his or her termination date will immediately vest, with (1) all Restricted Stock Units vesting that were scheduled to vest on the first anniversary of the Grant Date occurring in such 12 month period and (2) a pro rata amount of the Restricted Stock Units vesting that were scheduled to vest on the next anniversary of the Grant Date occurring thereafter (if any), equal to (A) the total number of unvested Restricted
Stock Units that would have vested on such anniversary of the Grant Date, multiplied by (B) a fraction, the numerator of which is the number of full calendar months after the anniversary of the Grant Date described in (1) above, once the additional 12 months of post-termination vesting credit has been applied, and the denominator of which is 12. For purposes of clarity and as an example of the application of the additional 12 months of vesting credit described above, if a Recipient terminates employment by reason of Retirement or an Early Retirement Date 18 months after the Grant Date, the Recipient will immediately vest in (i) the Restricted Stock Units scheduled to vest on the 2nd anniversary of the Grant Date and (ii) 6/12 (or ½) of the Restricted Stock Units scheduled to vest on the 3rd anniversary of the Grant Date. The Recipient’s
“Early Retirement Date” is the date of his or her voluntary termination of employment after attaining a combination of years of age and service with the Company and its Affiliates of at least 70, with a minimum age of 60; provided, that, notwithstanding any language to the contrary in the Plan, the Recipient’s years of service with a company prior to it becoming an Affiliate will qualify as service towards attainment of an Early Retirement Date if and only if the Recipient has provided at least five years of service with the Company or another company that was an Affiliate at the time of service.
(c) If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the
Company and its Affiliates for any reason other those set forth in Section 5(a) and 5(b) above or Section 6 below, then the Recipient shall forfeit any unvested Restricted Stock Units outstanding as of the date of such termination of employment.
6. Vesting upon Change in Control. Upon a Change in Control occurring from the Grant Date until the third anniversary of the Grant Date and prior to the Recipient’s termination of employment with the Company and its Affiliates, all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor with a substantially similar equity or cash incentive award and the same vesting terms as the unvested Restricted Stock
Units. If such unvested Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient
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for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the third anniversary of the Grant Date, the assumed or replaced award shall become fully vested on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but
in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above, then such unvested Restricted Stock Units shall immediately become vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs).
7. Adjustment in Capitalization. In the event of any change in the Common Stock through stock dividends or stock splits, a corporate split-off or split-up, or recapitalization, merger, consolidation, exchange
of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.
8. Delivery of Stock Certificates. Subject to the requirements of Sections 9 and 10 below, the Company may, if applicable, cause to be issued and delivered to a brokerage account for the benefit of the Recipient certificates or electronic book entry credit for the shares of Common Stock that correspond to the vested Restricted Stock Units.
9. Tax Withholding. Whenever Common Stock is to be issued, a payment is to be made, or any other vesting or payment event occurs under this Agreement, the
Company or any Subsidiary shall withhold, or, with the consent of the Committee, require the Recipient to remit to the Company or such Subsidiary, an amount sufficient to satisfy the federal, state, and local withholding tax requirements relating to such transaction, and the Company or such Subsidiary may defer any payment or issuance of Common Stock until such requirements are satisfied; provided that the amount of any such withholding shall not exceed the maximum statutory withholding rate applicable with respect to the Recipient.
10. Securities Laws. This Award is a private offer that may be accepted only by a Recipient who satisfies the eligibility requirements outlined in the
Plan and the Committee’s administrative procedures. The future value of Common Stock acquired under the Plan is unknown and could increase or decrease.
Neither the Plan nor any offering materials related to the Plan may be distributed to the public. The Common Stock should be resold only on the New York Stock Exchange and should not be resold to the public except in full compliance with local securities laws.
11. No Guarantee of Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment at any time, or confer upon the Recipient any right to continue in the employ of the
Company or any Subsidiary.
12. Compliance with Code Section 409A. Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt from or, in the alternative,
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comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan and the Agreement will be construed and interpreted in accordance with such intent. References in the Plan and this Agreement to “termination of employment” and similar terms shall mean a “separation from service” within the meaning
of that term under Code Section 409A. Any payment or distribution that is to be made to a Recipient who is a “specified employee” of the Company within the meaning of that term under Code Section 409A and as determined by the Committee, on account of a “separation from service” under Code Section 409A, may not be made before the date which is six months after the date of such “separation from service,” unless the payment or distribution is exempt from the application of Code Section 409A by reason of the short-term deferral exemption or otherwise.
13. Dividend Equivalents. If the Company declares a cash dividend on its shares, then, on the payment date of the dividend,
the Recipient will be credited with dividend equivalents equal to the amount of cash dividend per share multiplied by the number of Restricted Stock Units credited to the Recipient through the record date. The dollar amount credited to the Recipient under the preceding sentence will be credited to an account (“Dividend Account”) established for the Recipient for bookkeeping purposes only on the books of the Company. The amounts credited to the Dividend Account will be credited as of the last day of each month with interest, compounded monthly, until the amount credited to the Dividend Account is paid to the Recipient. The rate of interest credited under the previous sentence will be the prime rate of interest as reported by the Midwest edition of the Wall Street Journal for the second business day of each quarter on an annual basis. The balance in the Dividend Account will
be subject to the same terms regarding vesting and forfeiture as the Recipient’s Restricted Stock Units awarded under the accompanying letter and this document, and will be paid in cash in a single sum at the time that the shares of Common Stock associated with the Recipient’s Restricted Stock Units are delivered (or forfeited at the time that the Recipient’s Restricted Stock Units are forfeited).
14. No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered under this Agreement. The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.
15. Amendment. The
Committee may at any time amend, modify or terminate this Agreement; provided, however, that no such action of the Committee shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient. The Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Committee and the Company make no representations that the Award shall be exempt from or comply with Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.
16. Plan Terms and Committee Authority. This Agreement and
the rights of the Recipient hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from time to time, as well as to such policies, rules and regulations as the Committee may adopt for administration of the Plan, including but not limited to any stock ownership and stock holding guidelines. It is expressly understood that the Committee is authorized to administer, construe and
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make all determinations necessary or appropriate for the administration of the Plan and this Agreement, all of which shall be binding upon the Recipient. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. The Recipient hereby acknowledges receipt of a copy of the Plan
and this Agreement.
17. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board, 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 Board’s determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.
18. Governing Law and Jurisdiction. The Plan and this Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware, United States of America. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of Indiana, County of Hamilton, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist).
19. Successors. All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the
Company or both, or a merger, consolidation or otherwise.
20. Erroneously Awarded Compensation. This Award shall be subject to any compensation recovery policy adopted by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governances practices, as such policy may be amended from time to time.
[signature page follows]
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IN
WITNESS WHEREOF, the Recipient and the Company have executed this Agreement as of this ___ day of [________], 2018.
