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 16
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-10.33’ — Exhibit 10.33 – Form of 2017 Rsu Award – Section 16
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 [___________], 2017 (the “Grant Date”), subject to the terms and conditions of the Plan and this Agreement. The Restricted Stock Units shall vest based on the Company’s performance described in Section 4 and 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 Company achieving Operating Adjusted Net Income of more than $100,000,000 in its 2017 fiscal year (the “Performance Threshold”), 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. If the Company fails to achieve the Performance Threshold, no amounts will vest and the Award shall immediately terminate and be forfeited by the Recipient.
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 and, if applicable, certification by the Committee that the performance criteria have been met, but in no event later than March 15 of the year following the year in which the shares became vested.
“Operating Adjusted Net Income” shall mean the Company’s operating adjusted net income as reported in the Company's earnings release or annually to the Board of Directors in the event adjusted earnings per share is not included in a publicly released document.
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) and provided that the performance criteria in Section 4 is met as certified by the Committee, 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 (and the performance criteria in Section 4 has been met), 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
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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, (i) the Performance Threshold shall be deemed achieved and (ii) 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 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.
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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, 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.
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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 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 [________], 2017.
