Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K 10-K for the Year Ended December 31, 2016 HTML 1.47M
4: EX-10.13 Exhibit 10.13 - Kar Aip Summary of Terms 2017 HTML 45K
5: EX-10.15 Exhibit 10.15 - 7th A&R Rpa HTML 1.07M
6: EX-10.16 Exhibit 10.16 - 4th Canadian A&R Rpa HTML 983K
7: EX-10.33 Exhibit 10.33 - Form of 2017 Rsu Award - Section HTML 50K
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8: EX-10.38 Exhibit 10.38 - Form of 2017 Prsu Award Agreement HTML 55K
2: EX-10.9A Exhibit 10.9A - Employment Agreement - Kelly HTML 63K
3: EX-10.9B Exhibit 10.9B - Employment Agreement Amendment - HTML 31K
Kelly
9: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 58K
10: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 28K
Public Accounting Firm
11: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 33K
12: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 33K
13: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 27K
14: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 27K
21: R1 Document and Entity Information HTML 54K
22: R2 Consolidated Statements of Income HTML 83K
23: R3 Consolidated Statements of Comprehensive Income HTML 43K
24: R4 Consolidated Balance Sheets HTML 130K
25: R5 Consolidated Balance Sheets (Parenthetical) HTML 52K
26: R6 Consolidated Statements of Stockholders' Equity HTML 81K
27: R7 Consolidated Statements of Stockholders' Equity HTML 26K
(Parenthetical)
28: R8 Consolidated Statements of Cash Flows HTML 132K
29: R9 Organization and Other Matters HTML 45K
30: R10 Summary of Significant Accounting Policies HTML 99K
31: R11 Acquisitions and Equity Method Investments HTML 45K
32: R12 Stock and Stock-Based Compensation Plans HTML 150K
33: R13 Net Income Per Share HTML 52K
34: R14 Allowance for Credit Losses and Doubtful Accounts HTML 58K
35: R15 Finance Receivables and Obligations Collateralized HTML 71K
by Finance Receivables
36: R16 Goodwill and Other Intangible Assets HTML 101K
37: R17 Property and Equipment HTML 59K
38: R18 Self Insurance and Retained Loss Reserves HTML 44K
39: R19 Long-Term Debt HTML 86K
40: R20 Financial Instruments HTML 58K
41: R21 Leasing Agreements HTML 47K
42: R22 Income Taxes HTML 132K
43: R23 Employee Benefit Plans HTML 31K
44: R24 Commitments and Contingencies HTML 40K
45: R25 Accumulated Other Comprehensive Income (Loss) HTML 38K
46: R26 Segment Information HTML 235K
47: R27 Quarterly Financial Data (Unaudited) HTML 126K
48: R28 Summary of Significant Accounting Policies HTML 173K
(Policies)
49: R29 Summary of Significant Accounting Policies HTML 57K
(Tables)
50: R30 Stock and Stock-Based Compensation Plans (Tables) HTML 126K
51: R31 Net Income Per Share (Tables) HTML 46K
52: R32 Allowance for Credit Losses and Doubtful Accounts HTML 61K
(Tables)
53: R33 Finance Receivables and Obligations Collateralized HTML 61K
by Finance Receivables (Tables)
54: R34 Goodwill and Other Intangible Assets (Tables) HTML 98K
55: R35 Property and Equipment (Tables) HTML 63K
56: R36 Self Insurance and Retained Loss Reserves (Tables) HTML 40K
57: R37 Long-Term Debt (Tables) HTML 72K
58: R38 Financial Instruments (Tables) HTML 50K
59: R39 Leasing Agreements (Tables) HTML 42K
60: R40 Income Taxes (Tables) HTML 132K
61: R41 Accumulated Other Comprehensive Income (Loss) HTML 35K
(Tables)
62: R42 Segment Information (Tables) HTML 230K
63: R43 Quarterly Financial Data (Unaudited) (Tables) HTML 125K
64: R44 Organization and Other Matters (Details) HTML 63K
65: R45 Summary of Significant Accounting Policies HTML 124K
(Details)
66: R46 Equity Method Investments (Details) HTML 53K
67: R47 Acquisitions (Details) HTML 77K
68: R48 Stock and Stock-Based Compensation Plan Summary HTML 41K
(Details)
69: R49 KAR Auction Services, Inc. Stock-Based HTML 168K
Compensation Plans (Details)
70: R50 Service and Exit Options (Details) HTML 116K
71: R51 Assumptions (Details) HTML 43K
72: R52 Employee Stock Purchase Plan (Details) HTML 38K
73: R53 Share Repurchase Plan (Details) HTML 54K
74: R54 Net Income Per Share (Details) HTML 63K
75: R55 Allowance for Credit Losses and Doubtful Accounts HTML 37K
(Details)
76: R56 Allowance for Credit Losses and Doubtful Accounts HTML 35K
(Details 2)
77: R57 Finance Receivables and Obligations Collateralized HTML 103K
by Finance Receivables (Details)
78: R58 Goodwill and Other Intangible Assets (Details) HTML 42K
79: R59 Goodwill and Other Intangible Assets (Details 2) HTML 41K
80: R60 Goodwill and Other Intangible Assets (Details 3) HTML 49K
81: R61 Goodwill and Other Intangible Assets (Details 4) HTML 43K
82: R62 Property and Equipment (Details) HTML 69K
83: R63 Property and Equipment (Details 2) HTML 34K
84: R64 Self Insurance and Retained Loss Reserves HTML 48K
(Details)
85: R65 Long-Term Debt Summary and Future Principle HTML 87K
Payments (Details)
86: R66 Credit Facilities (Details) HTML 136K
87: R67 Other Debt (Details) HTML 42K
88: R68 Financial Instruments (Details) HTML 63K
89: R69 Financial Instruments (Details 2) HTML 37K
90: R70 Leasing Agreements (Details) HTML 70K
91: R71 Income Taxes (Details) HTML 174K
92: R72 Income Taxes (Details 2) HTML 32K
93: R73 Income Taxes (Details 3) HTML 53K
94: R74 Employee Benefit Plans (Details) HTML 34K
95: R75 Commitments and Contingencies (Details) HTML 54K
96: R76 Accumulated Other Comprehensive Income (Loss) HTML 38K
(Details)
97: R77 Segment Information (Details) HTML 140K
98: R78 Segment Information (Details 2) HTML 44K
99: R79 Quarterly Financial Data (Unaudited) (Details) HTML 77K
101: XML IDEA XML File -- Filing Summary XML 172K
100: EXCEL IDEA Workbook of Financial Reports XLSX 127K
15: EX-101.INS XBRL Instance -- kar-20161231 XML 3.60M
17: EX-101.CAL XBRL Calculations -- kar-20161231_cal XML 285K
18: EX-101.DEF XBRL Definitions -- kar-20161231_def XML 922K
19: EX-101.LAB XBRL Labels -- kar-20161231_lab XML 2.22M
20: EX-101.PRE XBRL Presentations -- kar-20161231_pre XML 1.41M
16: EX-101.SCH XBRL Schema -- kar-20161231 XSD 231K
102: ZIP XBRL Zipped Folder -- 0001395942-17-000034-xbrl Zip 342K
‘EX-10.13’ — Exhibit 10.13 – Kar Aip Summary of Terms 2017
KAR
Auction Services, Inc. Annual Incentive Program
Summary of Terms
The following is a summary of the 2017 KAR Auction Services, Inc. Annual Incentive Program (the “Program”) which is part of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended and restated on June 10, 2014 (the “Omnibus Plan”). Any awards under the Program are subject to the approval of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of KAR Auction Services, Inc. (the “Company”). The Committee has all final authority with respect to administration and interpretation of the Program. All capitalized terms herein that are not otherwise defined shall have the meanings given to
such terms in the Omnibus Plan.
Purpose of the Program
The purpose of the Program is to reward eligible employees of the Company with incentive compensation based on their contributions toward meeting and exceeding overall Company goals.
Eligibility
Key employees of the Company may participate in the Program as determined by the Committee.
Effective
Date
This Program is effective January 1, 2017. The Company reserves the right to revise or terminate the Program at any time, with or without advance notice, in accordance with applicable law.
Performance Period
Each performance period under the Program will be one year in duration and will coincide with the Company's fiscal year (January 1 – December 31).
Awards
The
award is tied to personal performance as well as the financial performance of the Company or particular business unit, division, region or individual site during the performance period. The award opportunity is expressed as a percentage of base salary, which typically will be determined at the end of the performance period. For executive officers of the Company, the Program constitutes a Cash-Based Award under the Omnibus Plan that is intended to be “qualified performance based compensation” under Section 162(m) of the Code and shall be subject to the terms of the Omnibus Plan related thereto and administered accordingly. As such, awards to executive officers of the Company are subject to the individual
annual limit for Other Cash-Based Awards specified in the Omnibus Plan.
The award is tied to specific “threshold,”“target” and “superior” performance goals. The “threshold” is the minimum performance goal that must be met before any award is earned. The “target” opportunity represents the award amount received if the Company meets its targeted financial and, if applicable, non-financial goals. The “superior” opportunity represents the maximum performance goal that must be met for a maximum payout. The actual award opportunities at threshold, target and superior levels of performance are set forth in an individual’s personalized incentive compensation statement. The award is conditioned on satisfactory performance of job responsibilities.
2
Performance
Goals and Targets
Through the annual planning process, performance goals and targets are established. The performance goals and targets chosen for the Company, each business unit, division, region and site reflect the Company’s strategy, competitive situation and market potential. The award may be weighted on a combination of the overall performance of the Company, business unit, division, region or site. Actual performance goals and goal definitions are included with the personalized incentive compensation statement materials.
Calculation
of Awards
In calculating your award, actual base salary during the Program year will be utilized. Please note that if your salary or bonus opportunity changes during the Program year your award will be prorated as explained in the examples below.
Example One: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a merit increase of 2% on 7/1/2017. Bonus calculation would be as follows:
$40,000 x 20% = $8,000 (target award) x performance factor x goal weighting x proration 6/12ths
plus
$40,800
x 20% = $8,160 (target award) x performance factor x goal weighting x proration 6/12ths
Example Two: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a promotion on 7/1/2017 with a base salary of $45,000 and a target opportunity of 25%. Bonus calculation would be as follows:
$40,000 x 20% = $8,000 (target award) x performance factor x goal weighting x proration 6/12ths
plus
$45,000 x 25% = $11,250 (target award) x performance factor x goal weighting x proration 6/12ths
The
performance factor is directly related to financial performance relative to the established threshold, target and superior performance goals. If actual financial results fall between the threshold, target or superior performance levels, straight-line interpolation will be used to determine the performance factor. Multiple goal weightings must add to 100%.
Payment of Awards
Generally, all awards are paid out annually; however, certain non-executive officer positions, if approved by the Committee and the applicable business unit president, may be paid out quarterly or semiannually.
Generally, all awards will be paid out in cash, net of applicable withholding taxes. While awards are generally paid
as soon as practicable after the audited financial results are available for the performance period, in the Committee’s sole discretion, payments to participants other than executive officers of the Company may be based on an estimation of the audited financial results. Additionally, awards may be paid in one or more installments, in the Committee’s sole discretion.
In no event will any portion of any awards payable under the Program (including any pro rata awards paid upon certain terminations of employment described below and any installments) be paid later than March 15, 2018.
3
Discretionary
Adjustment of Awards
The Committee retains discretion to adjust payouts up or down on a case-by-case basis; provided, however, that for participants who are executive officers of the Company, the Committee may only reduce payments. Individual award payouts may be adjusted downward or eliminated entirely due to personal performance of job responsibilities and/ornoncompliance with corporate policy or controls.
In addition, consistent with the terms of the Omnibus Plan and Section 162(m) of the Code, each as applicable, the Committee may adjust any or all financial goals during performance period to reflect unforeseen, unusual or extraordinary events or circumstances including but not
limited to (i) changes in accounting principles or practices, (ii) extraordinary gains or losses on the sale of assets, (iii) new or amended laws or regulations, and (iv) acquisitions or divestitures.
The Committee also has the authority to impose such other limitations on awards as it may deem necessary or appropriate.
Prorated Awards
In the event that an individual transfers between business units or is promoted during the course of a performance period, a prorated award may be earned based on the time spent in each position.
All eligible employees hired or promoted on or before the 15th
of the month will be prorated based on the number of months of Program eligibility, including the month of hire.
All eligible employees hired or promoted on or after the 16th of the month will be eligible to participant in the Program at the beginning of the following month.
All eligible employees hired on or after November 1st of the current year will not be eligible to participate in the Program until the beginning of the next Program year.
Termination of Employment
Forfeiture
Generally,
upon termination of employment for any reason, the individual will forfeit any award that has not been paid.
Retirement, Disability or Death
In the event that employment is terminated as a result of retirement (defined below), disability (defined below) or death, the award will be prorated based on the number of months employed during the performance period prior to the termination of employment and based on and subject to actual performance during the performance period, in accordance with the Program. Payment will be paid as soon as practicable in the following year after the audited financial results are available for the performance period, but in no event later than March 15, 2018. In the event of death, the award will be paid to the
individual’s beneficiary or, if no beneficiary is named, to their estate.
For purposes of the Program: (i) retirement shall mean a termination of a participant’s employment, other than for Cause, on or after the attainment of age 65, and (ii) disability shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment for the period of time as set forth under the long term disability Program maintained by the Company for the benefit of the participant.
4
Voluntary
Termination or Termination by the Company
In the event that a participant voluntarily terminates from employment or is involuntarily terminated by the Company, the participant will forfeit any award that has not been paid, in accordance with the Program. In other words, a participant must be employed by the Company on the date the award is actually paid by the Company.
Termination or Modification of the Program
The
Committee may modify or terminate the Program at any time, effective at such date as the Committee may determine. The Committee or Board will, prior to the end of the Program year, adopt a resolution fixing a minimum aggregate amount, which amount is in the Committee or Board’s discretion (a “Pool”), to be paid to participants under the Program for 2017. After such a Pool is established, (i) the Program may not be modified or terminated and the amount of the Pool may not be reduced after December 31, 2017, and (ii) any amounts forfeited by individual participants hereunder because they are not employed as of the payment date will not reduce the Pool but will be reallocated among other participants in the Program who are not subject to Section 162(m) of the Code, and shall not revert to the Company.
5
Dates Referenced Herein and Documents Incorporated by Reference
