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-10.38’ — Exhibit 10.38 – Form of 2017 Prsu 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 a target number of [_______] Restricted Stock Units (the “Award”) as of [___________], 2017, subject to the terms and conditions of the Plan and this Agreement. The Restricted Stock Units shall vest based on the Company’s performance during the “Period of Restriction,” as specified 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 termination of the Period of Restriction specified 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 provisions of the Plan and this Agreement, unless vested or forfeited earlier as described in Section 5 and 6 of this Agreement, as applicable, the number of Restricted Stock Units that shall become vested shall be calculated in accordance with the chart below, based on the Company’s “Cumulative Operating Adjusted Net Income Per Share” for the “Measurement Period,” calculated as of the “Measurement Date” (each as defined below). If the Company’s Cumulative Operating Adjusted
Net Income Per Share falls between Threshold and Target or between Target and Maximum levels of performance, the number of Restricted Stock Units that vest shall be calculated using straight-line interpolation. Such vesting shall occur upon certification by the Committee that the applicable performance criteria have been met.
Cumulative
Operating Adjusted Net Income Per Share During the Measurement Period
Number of Restricted Stock Units Vesting
Below Threshold:
Below $[____]
0
Threshold:
$[____]
[0.5x]
Target:
$[____]
[x]
Maximum:
Greater than or equal to $[____]
[2x]
x
= [Target number of Restricted Stock Units]
“Cumulative Operating Adjusted Net Income Per Share” shall mean the sum of the Company’s Operating Adjusted Net Income Per Share for the three fiscal years in the Measurement Period. “Operating Adjusted Net Income Per Share” for a fiscal year is calculated by dividing Operating Adjusted Net Income by the weighted average diluted common shares outstanding per year. “Operating Adjusted Net Income” for a fiscal year, as calculated and reported in the Company’s annual earnings release, is equal to the Company’s net income as reported in the Form 10-K filed by the
Company with respect to such fiscal year, adjusted to (i) exclude gains/losses from certain nonrecurring and unbudgeted capital transactions, including debt prepayment, debt refinancing, share repurchases and related financing costs not contemplated in the long term incentive targets, (ii) exclude amortization expense associated with acquired intangible assets recorded during purchase accounting of acquisitions, (iii) exclude acquisition contingent consideration, (iv) exclude the impact of significant acts of God or other events outside of the Company’s control that may affect the overall economic environment, (v) exclude significant asset impairments, (vi) exclude the impact of adoption of new accounting standards, and (vii) exclude the impact of tax rate changes caused by changes in the tax legislation.
“Measurement Period” shall
mean the period commencing on January 1, 2017 and ending on the Measurement 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.
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5. Termination
of Employment.
(a) If, from January 1, 2017 until the “Payment Date” (as defined in Section 8), the Recipient experiences a termination of employment by the Company and its Affiliates by reason of Disability or death, then the Recipient shall be entitled to receive, on the Payment Date, all shares of Common Stock the Recipient would have been entitled to under Section 4 if he or she had remained employed until the last day of the Period of Restriction (based on actual performance during the Period of Restriction, as described in Section 4).
(b) If, from January 1, 2017 until the “Payment Date” (as defined in Section 8), the Recipient experiences a termination
of employment with the Company and its Affiliates by reason of Retirement or Early Retirement Date (as defined below), then the Recipient shall be entitled to receive, on the Payment Date, a number of shares of Common Stock the Recipient would have been entitled to under Section 4 if he or she had remained employed until the last day of the Period of Restriction (based on actual performance during the Period of Restriction, as described in Section 4) multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period from January 1, 2017 through the date the Recipient’s employment terminated plus 12 (provided the numerator shall in no event exceed 36) and the denominator of which shall be 36, the total number of months in the Period of Restriction. 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) Prior to a Change in Control, if, from January 1, 2017 until the “Payment Date” (as defined in Section 8), the Recipient
experiences a termination of employment with the Company and its Affiliates by the Company without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable), then the Recipient shall be entitled to receive, on the Payment Date, a number of shares of Common Stock the Recipient would have been entitled to under Section 4 if he or she had remained employed until the last day of the Period of Restriction (based on actual performance during the Period of Restriction, as described in Section 4) multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period from January
1, 2017 through the date the Recipient’s employment terminated and the denominator of which shall be 36, the total number of months in the Period of Restriction.
(d) If, from January 1, 2017 until the “Payment Date” (as defined in Section 8), the Recipient experiences a termination of employment with the Company and its Affiliates for any reason other than those set forth in Sections 5(a), 5(b) or 5(c) above or Section 6 below, then the Recipient shall forfeit any Restricted Stock Units that are subject to the Period of Restriction on the date of such termination of employment.
6. Vesting upon Change in Control. Upon a Change in Control occurring during the Measurement Period and prior
to the Recipient’s termination of employment with the Company
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and its Affiliates, the Restricted Stock Units may be assumed or replaced by the Company or its successor for a substantially similar equity or cash incentive award that (i) is based on the Target number of Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement Date. If such 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 Measurement Date, the assumed or replaced award shall become fully vested based on the Target level of performance 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 Restricted Stock Units are not assumed or replaced by the Company or its successor
upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(b) and 5(c)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Control, then the Target number of Restricted Stock Units shall become immediately 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, as promptly as practicable after the Committee certifies that Restricted Stock Units ceased to be subject to the Period of Restriction in accordance with this Agreement, but in no event later than March 15 of the year following the year in which the shares became vested (the “Payment Date”), 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. The Recipient will accrue
dividend equivalents with respect to the Award. Dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of this Agreement. Dividend equivalents will be determined based on the dividends that the Recipient would have received, had the Recipient held shares of Common Stock equal to the vested number of Restricted Stock Units from January 1, 2017 until the earlier to occur of the Payment Date or the date of a Change in Control, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividend equivalents will be subject to the same transfer restrictions and forfeiture and vesting conditions as specified in this Agreement.
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.
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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.
_______________________________
KAR
AUCTION SERVICES, INC.
By: _______________________________
[NAME]
Its: _______________________________
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Dates Referenced Herein and Documents Incorporated by Reference