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As Of Filer Filing For·On·As Docs:Size 2/19/21 KKR & Co. Inc. 10-K 12/31/20 122:26M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.72M 14: EX-4.1 Instrument Defining the Rights of Security Holders HTML 130K 11: EX-10.31 Material Contract HTML 76K 12: EX-10.32 Material Contract HTML 116K 10: EX-10.33 Material Contract HTML 125K 13: EX-10.5 Material Contract HTML 84K 2: EX-21.1 Subsidiaries List HTML 184K 3: EX-23.1 Consent of Expert or Counsel HTML 31K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 37K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 37K 6: EX-31.3 Certification -- §302 - SOA'02 HTML 37K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K 9: EX-32.3 Certification -- §906 - SOA'02 HTML 34K 21: R1 Cover Page HTML 104K 22: R2 Consolidated Statements of Financial Condition HTML 135K 23: R3 Consolidated Statements of Financial Condition HTML 59K (Parenthetical) 24: R4 Consolidated Statements of Operations HTML 133K 25: R5 Consolidated Statements of Comprehensive Income HTML 58K (Loss) 26: R6 Consolidated Statements of Changes in Equity HTML 286K 27: R7 Consolidated Statements of Changes in Equity HTML 39K (Parenthetical) 28: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 169K 29: R9 Organization HTML 54K 30: R10 Summary of Significant Accounting Policies HTML 194K 31: R11 Net Gains (Losses) From Investment Activities HTML 104K 32: R12 Investments HTML 69K 33: R13 Fair Value Measurements HTML 377K 34: R14 Fair Value Option HTML 154K 35: R15 Net Income (Loss) Attributable to Kkr & Co. Inc. HTML 78K Per Share of Common Stock 36: R16 Other Assets and Accounts Payable, Accrued HTML 80K Expenses and Other Liabilities 37: R17 Variable Interest Entities HTML 43K 38: R18 Debt Obligations HTML 198K 39: R19 Income Taxes HTML 111K 40: R20 Equity Based Compensation HTML 132K 41: R21 Related Party Transactions HTML 56K 42: R22 Segment Reporting HTML 37K 43: R23 Equity HTML 157K 44: R24 Commitments and Contingencies HTML 58K 45: R25 Subsequent Events HTML 36K 46: R26 Schedule II - Valuation and Qualifying Accounts HTML 47K 47: R27 Summary of Significant Accounting Policies HTML 257K (Policies) 48: R28 Organization, Consolidation and Presentation of HTML 44K Financial Statements (Tables) 49: R29 Summary of Significant Accounting Policies HTML 85K (Tables) 50: R30 Net Gains (Losses) From Investment Activities HTML 103K (Tables) 51: R31 Investments (Tables) HTML 67K 52: R32 Fair Value Measurements (Tables) HTML 381K 53: R33 Fair Value Option (Tables) HTML 151K 54: R34 Net Income (Loss) Attributable to Kkr & Co. Inc. HTML 77K Per Share of Common Stock (Tables) 55: R35 Other Assets and Accounts Payable, Accrued HTML 82K Expenses and Other Liabilities (Tables) 56: R36 Variable Interest Entities (Tables) HTML 43K 57: R37 Debt Obligations (Tables) HTML 150K 58: R38 Income Taxes (Tables) HTML 110K 59: R39 Equity Based Compensation (Tables) HTML 133K 60: R40 Related Party Transactions (Tables) HTML 46K 61: R41 Equity (Tables) HTML 137K 62: R42 Commitments and Contingencies (Tables) HTML 41K 63: R43 ORGANIZATION - Narrative (Details) HTML 51K 64: R44 ORGANIZATION - Effects of Changes in Ownership HTML 46K (Details) 65: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair HTML 43K Value Measurement (Details) 66: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 71K Revenues (Details) 67: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K Management Fees (Details) 68: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 35K Incentive Fees (Details) 69: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 50K Capital Allocation Based Income (Details) 70: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 50K Compensation and Benefits (Details) 71: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fixed HTML 37K Assets, Depreciation and Amortization (Details) 72: R52 Net Gains (Losses) From Investment Activities HTML 70K (Details) 73: R53 INVESTMENTS - Summary of Investments (Details) HTML 49K 74: R54 INVESTMENTS - Narrative (Details) HTML 47K 75: R55 INVESTMENTS - Equity Method Investments (Details) HTML 73K 76: R56 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 109K at Fair Value (Details) 77: R57 FAIR VALUE MEASUREMENTS - Changes in Level III HTML 100K Investments (Details) 78: R58 FAIR VALUE MEASUREMENTS - Changes in Level III HTML 59K Debt Obligations (Details) 79: R59 FAIR VALUE MEASUREMENTS - Valuation Methodologies HTML 253K and Significant Unobservable Inputs (Details) 80: R60 FAIR VALUE OPTION - Financial Instruments HTML 48K (Details) 81: R61 FAIR VALUE OPTION - Change in Fair Value (Details) HTML 66K 82: R62 Net Income (LOSS) ATTRIBUTABLE TO KKR & CO. INC. HTML 84K PER SHARE OF COMMON STOCK - Earnings Per Share (Details) 83: R63 Net Income (LOSS) ATTRIBUTABLE TO KKR & CO. INC. HTML 50K PER SHARE OF COMMON STOCK - Narrative (Details) 84: R64 Net Income (LOSS) ATTRIBUTABLE TO KKR & CO. INC. HTML 34K PER SHARE OF COMMON STOCK - Antidilutive Securities (Details) 85: R65 OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED HTML 78K EXPENSES AND OTHER LIABILITIES - Other Assets (Details) 86: R66 OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED HTML 81K EXPENSES AND OTHER LIABILITIES - Accounts Payable, Accrued Expenses and Other Liabilities (Details) 87: R67 VARIABLE INTEREST ENTITIES - Narrative (Details) HTML 35K 88: R68 VARIABLE INTEREST ENTITIES - Maximum Exposure to HTML 39K Loss (Details) 89: R69 DEBT OBLIGATIONS - KKR's Borrowings (Details) HTML 177K 90: R70 DEBT OBLIGATIONS - Corporate Credit Agreement HTML 52K (Details) 91: R71 DEBT OBLIGATIONS - KCM Credit Agreements (Details) HTML 61K 92: R72 DEBT OBLIGATIONS - Notes Issuance and Redemptions HTML 183K (Details) 93: R73 DEBT OBLIGATIONS - Other Debt Obligations HTML 60K (Details) 94: R74 DEBT OBLIGATIONS - Debt Covenants (Details) HTML 61K 95: R75 INCOME TAXES - Provision (Benefit) for Income HTML 63K Taxes (Details) 96: R76 INCOME TAXES - Narrative (Details) HTML 49K 97: R77 INCOME TAXES - Reconciliation of Effective Income HTML 54K Tax Rate to the U.S. Federal Statutory Tax Rate (Details) 98: R78 INCOME TAXES - Components of Deferred Tax Assets HTML 66K or Liabilities (Details) 99: R79 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 44K 100: R80 EQUITY BASED COMPENSATION - Expense (Details) HTML 44K 101: R81 EQUITY BASED COMPENSATION - Narrative (Details) HTML 126K 102: R82 EQUITY BASED COMPENSATION - Assumptions Used to HTML 48K Estimate Fair Value (Details) 103: R83 EQUITY BASED COMPENSATION - Market Condition HTML 57K Awards Vesting Schedule (Details) 104: R84 EQUITY BASED COMPENSATION - Estimated Unrecognized HTML 63K Expense (Details) 105: R85 EQUITY BASED COMPENSATION - Awards Rollforward HTML 70K (Details) 106: R86 EQUITY BASED COMPENSATION - Remaining Vesting HTML 68K Tranches (Details) 107: R87 Related Party Transactions (Details) HTML 47K 108: R88 Related Party Transactions - Narrative (Details) HTML 47K 109: R89 Segment Reporting (Details) HTML 36K 110: R90 EQUITY - Narrative (Details) HTML 82K 111: R91 EQUITY - Repurchase Program (Details) HTML 40K 112: R92 EQUITY - Noncontrolling Interests Held by KKR HTML 75K Holdings (Details) 113: R93 EQUITY - Net Income (Loss) Attributable To HTML 59K Noncontrolling Interests Held by KKR Holdings (Details) 114: R94 EQUITY - Redeemable Noncontrolling Interests HTML 43K (Details) 115: R95 COMMITMENTS AND CONTINGENCIES - Narrative HTML 52K (Details) 116: R96 COMMITMENTS AND CONTINGENCIES - Non-cancelable HTML 53K Operating Leases (Details) 117: R97 Subsequent Events (Details) HTML 48K 118: R98 Schedule II - Valuation and Qualifying Accounts HTML 39K (Details) 120: XML IDEA XML File -- Filing Summary XML 216K 20: XML XBRL Instance -- kkr-20201231_htm XML 6.61M 119: EXCEL IDEA Workbook of Financial Reports XLSX 211K 16: EX-101.CAL XBRL Calculations -- kkr-20201231_cal XML 329K 17: EX-101.DEF XBRL Definitions -- kkr-20201231_def XML 1.54M 18: EX-101.LAB XBRL Labels -- kkr-20201231_lab XML 2.95M 19: EX-101.PRE XBRL Presentations -- kkr-20201231_pre XML 1.88M 15: EX-101.SCH XBRL Schema -- kkr-20201231 XSD 360K 121: JSON XBRL Instance as JSON Data -- MetaLinks 588± 905K 122: ZIP XBRL Zipped Folder -- 0001404912-21-000008-xbrl Zip 1.58M
Grantee:
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Participant Name
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Grant Date:
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Grant Date
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Number of RHUs:
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Number of Units Granted
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Vesting Schedule:
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The following sets forth each applicable Service Vesting Date upon which the applicable percentage of Restricted Units granted hereunder shall become vested, subject to the Grantee’s continued Employment
through each such date and other terms and conditions contained in the attached Restricted Holdings Unit Agreement. Except as provided in the attached Restricted Stock Unit Agreement, upon the termination of Employment of Grantee any
Restricted Unit that has not vested shall immediately be forfeited as of such date.
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Percentage of Vesting:
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Applicable Service Vesting Date:
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Post-Vesting Transfer Restrictions under
Section 3.3 of the Restricted Holdings Unit
Agreement:
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☐ Applicable ☐ Inapplicable
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Minimum Retained Ownership Percentage
under Section 3.4 of the Restricted Holdings
Unit Agreement:
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☐ Applicable ☐ Inapplicable
Minimum Retained Ownership Percentage if applicable: 25%
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KKR GROUP PARTNERSHIP L.P.,
by KKR Group Holdings Corp., its general partner |
GRANTEE
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Electronic Signature
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By:
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Name: Participant Name
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Title:
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Grant Acceptance Date: Grant Acceptance Date
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KKR HOLDINGS II L.P.,
by KKR Group Holdings Corp., its general partner |
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By:
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Title:
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KKR & CO. INC.
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By:
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Title:
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(a) |
Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as provided in the RHU Grant Certificate and this Section 2.1.
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(i) |
Subject to the Grantee’s continued Employment through the Service Vesting Date(s) as specified in the RHU Grant Certificate, the Restricted Units shall become vested on such date(s) as to the percentage(s) set forth in the RHU Grant
Certificate.
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(ii) |
If, prior to the date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, then all Retirement Restricted Units shall be
vested; (B) the Grantee dies or experiences a Disability, then all unvested Restricted Units shall be vested; and (C) a Change in Control occurs prior to any termination of the Grantee’s Employment, then all or any portion of any unvested
Restricted Units may be vested, subject, in each case of clause (A), (B) or (C), to the discretion of the Administrator. Notwithstanding the foregoing, if the Corporation receives an opinion of counsel that there has been a legal judgment
or legal development in the Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Retirement Restricted Units pursuant to this Section 2.1(a)(ii) being deemed unlawful or discriminatory, then the
Corporation will not apply the favorable treatment at the time the Grantee’s Employment terminates due to the Grantee’s Retirement under clause (A) above, and the Restricted Units will be treated as set forth in Section 2.1(a)(i), 2.1(b),
2.1(c) or the other provisions of this Section 2.1(a)(ii), as applicable.
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(b) |
If the Grantee’s Employment terminates prior to an applicable Service Vesting Date for any reason other than due to the Grantee’s death, Disability or Retirement, all then unvested Restricted Units and all corresponding SERs shall
immediately terminate and be forfeited without consideration, and no exchange of such unvested Restricted Units for shares of Common Stock pursuant to Section 2.2 shall occur.
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(c) |
Unless otherwise agreed in writing between the Grantee and the Corporation or as otherwise determined by the Administrator at the time of grant or otherwise, the right to vest in the Restricted Units, if any, will terminate effective as
of the date that the Grantee is no longer actively providing services (even if still considered employed or engaged under local Law) and will not be extended by any notice period mandated under local Law (e.g., active Employment would not
include a period of “garden leave” or similar period pursuant to local Law) (a “Service Termination”), and all unvested Restricted Units and corresponding SERs shall immediately be forfeited upon such
date.
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(d) |
Once a Class P Unit is vested and becomes an Equitized Class P Series Unit (as defined in the Limited Partnership Agreement of KKR Group Partnership), it shall be automatically converted into a Class A Unit pursuant to the terms of the
Limited Partnership Agreement of KKR Group Partnership.
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(e) |
Notwithstanding anything herein to the contrary, any Restricted Units that vest prior to the applicable Service Vesting Date pursuant to Sections 2.1(a)(ii)(A) or (B) hereof shall be deemed to be unvested Restricted Units, and shall not
be “vested” or “vest”, until the applicable Service Vesting Date for all other purposes under this Agreement and applicable organizational documents (including the Operating Agreements).
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(a) |
To the extent that a Holdings II Unit becomes vested and the related Class P Unit has become a vested and Equitized Class P Unit (as defined in the Limited Partnership Agreement of KKR Group Partnership) and automatically converted to a
Class A Unit pursuant to the terms of the Limited Partnership Agreement of KKR Group Partnership (subject to Section 2.1(e)), the Grantee may elect to exercise the corresponding SER to (i) receive from Holdings II a Class A Unit underlying
the Holdings II Unit in connection with the redemption thereof, and (ii) exchange such Class A Unit for a share of Common Stock, in each case, on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit
distributions and reclassifications (the “Exchange”); provided that, if the Grantee is a limited partner of KKR Holdings L.P., the Administrator, in its sole
discretion, may require the Grantee to exchange all of the Grantee’s vested Holdings II Units prior to exchanging any units of KKR Holdings L.P. held by the Grantee in the Exchange. Restricted Units may be Exchanged on a quarterly basis,
pursuant to the exchange procedures set forth in the Exchange Agreement, as such exchange procedures would apply to a “KKR Holdings Affiliated Person” (as defined therein), which exchange procedures shall apply to the Exchanges contemplated
in this Section 2.2 as if directly incorporated into this Agreement. The Administrator shall have the sole discretion to impose policies and procedures for any Exchange and any sale of shares of Common Stock received by the Grantee in the
Exchange. The date on which any Restricted Unit is to be Exchanged hereunder is referred to as an “Exchange Date.”
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(b) |
On any Exchange Date, each vested Holdings II Unit subject to the Exchange shall be cancelled and each related Class A Unit shall be transferred to the Corporation or its designated subsidiary in exchange for the Corporation delivering,
or causing to be delivered by the Designated Service Recipient, to the Grantee either (i) the number of shares of Common Stock equal to the number of Restricted Units that are subject to the Exchange on such Exchange Date pursuant to
Section 2.2(a), subject to customary conversion rate adjustments for splits, unit distributions and reclassifications or (ii) an amount of cash, denominated in U.S. dollars, equal to the Fair Market Value of the foregoing number of shares
of Common Stock (a “Cash Payment”). The Administrator may elect in its sole discretion whether to Exchange the Restricted Units for shares of Common Stock or for a Cash Payment. The delivery of
shares of Common Stock or Cash Payment to the Grantee shall be made as soon as administratively practicable on or following the applicable Exchange Date (or next permissible trading window of Common Stock). Any of the foregoing payments or
deliveries shall in all instances be subject to Sections 4.4 and 4.6.
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(c) |
Subject to the provisions of this Article II relating to the number of shares of Common Stock that are to be delivered or Cash Payment that is to be paid on any applicable delivery date and solely to the extent permitted under Section
409A, if applicable, the Corporation may impose such other conditions and procedures in relation to such delivery or payment as it may reasonably determine, including with respect to the Exchange.
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(d) |
To the extent (i) the Grantee’s Employment terminates or the Grantee undergoes a Service Termination, in either case, for any reason, and (ii) any Holdings II Unit becomes, or has become, vested and the related Class P Unit becomes, or
has become, a vested and Equitized Class P Series Unit (as defined in the Limited Partnership Agreement of KKR Group Partnership) and automatically converted to a Class A Unit pursuant to the terms of the Limited Partnership Agreement of
KKR Group Partnership (subject to Section 2.1(e)), the Administrator may, in its sole discretion, elect to exercise the corresponding SER and force an Exchange without any action on the part of the Grantee or the Grantee’s consent (a “Forced Exchange”). In the event of a Forced Exchange, each vested Holdings II Unit subject to the Exchange shall be cancelled and each related Class A Unit shall be transferred to the Corporation or its
designated subsidiary in exchange for the Corporation delivering, or causing to be delivered by the Designated Service Recipient, to the Grantee either (A) the number of shares of Common Stock equal to the number of Restricted Units that
are subject to the Exchange on such Exchange Date pursuant to this Section 2.2(d), subject to customary conversion rate adjustments for splits, unit distributions and reclassifications or (B) a Cash Payment, as determined by the
Administrator, in its sole discretion. The delivery of shares of Common Stock or Cash Payment to the Grantee shall be made as soon as administratively practicable on or following the applicable Exchange Date (or next permissible trading
window of Common Stock). Any of the foregoing payments or deliveries shall in all instances be subject to Sections 4.4 and 4.6.
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(a) |
The Grantee may not Transfer all or any portion of the Grantee’s Holdings II Units or SERs to any Person (including to any Permitted Transferee) without the prior written consent of the Administrator, which consent may be given or
withheld, or made subject to such conditions (including the receipt of such legal or tax opinions and other documents that the Corporation may require) as determined by the Administrator.
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(b) |
Prior to a Transfer of any Holdings II Units or SERs to any Person that the Administrator consents to, such Person must consent in writing to be bound by this Agreement and deliver such consent to the Administrator.
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(c) |
Any purported Transfer of Holdings II Units or SERs that is not in accordance with this Section 3.1 or which would cause Holdings II or the KKR Group Partnership to be treated as a “publicly traded partnership”, as defined in Section
7704 of the U.S. Internal Revenue Code of 1986, as amended, is null and void.
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(d) |
Transfers of Holdings II Units shall be subject to further conditions and/or restrictions, if any, set forth in the Limited Partnership Agreement of Holdings II.
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(a) |
The Grantee may not Transfer or Exchange all or any portion of the Grantee’s Transfer-Restricted Units (as defined below) (including to any Permitted Transferee) without the prior written consent of the Administrator, which consent may
be given or withheld, or made subject to such conditions (including the receipt of such legal or tax opinions and other documents that the Corporation may require) as determined by the Administrator. Any permitted Transfer pursuant to this
Section 3.3(a) shall be made in accordance with Section 3.1. No Class A Unit or Class P Unit corresponding to a Transfer-Restricted Unit may be exchanged for a share of Common Stock pursuant to the Exchange.
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(b) |
A “Transfer-Restricted Unit” refers to all Holdings II Units and corresponding SERs held by the Grantee until (i) the first anniversary of the applicable Service Vesting Date (or date of the Change
in Control in the event of vesting in accordance with Section 2.1(a)(ii)(C)), in the case of 50% of such Holdings II Units and corresponding SERs and (ii) the second anniversary of such Service Vesting Date (or date of the Change in Control
in the event of vesting in accordance with Section 2.1(a)(ii)(C)), in the case of the remaining 50% of such Holdings II Units and corresponding SERs; provided that if the Grantee has given or been
given notice of termination of Grantee’s Employment, then the Administrator, in its sole discretion, may direct that any Holdings II Units and corresponding SERs that is then Transfer-Restricted Units shall continue to be Transfer
Restricted Units until the expiration of the later to occur of the Non-Compete Period (as defined in Appendix D) or the Non-Solicit Period (as defined in Appendix D) applicable to the Grantee, unless an earlier date is selected by the
Administrator, in its sole discretion.
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(c) |
If the Grantee breaches in any significant or intentional manner, as determined by the Administrator in its sole discretion, any of the Grantee’s covenants in Appendix D, the Administrator, in its sole discretion, may direct that the
Grantee forfeit all or a portion of the Transfer-Restricted Units held by the Grantee, in which case all related Class P Units (or Class A Units upon automatic conversion) held by Holdings II shall also be forfeited. If (x) the Grantee
gives notice of termination of the Grantee’s Employment for any reason during the period of time beginning on the Grant Date and ending on the one year anniversary of the Grant Date and (y) the Co-Chief Executive Officers and the
Co-Presidents of the Corporation determine, acting in their sole discretion and by majority vote, that the Corporation would not have granted RHUs to the Grantee had the Corporation known that the Grantee’s Employment would terminate in
such manner, the Administrator in its sole discretion may direct that the Grantee forfeit all or a portion of the Transfer-Restricted Units that are held by the Grantee pursuant to this Agreement (but not other grant agreements) in respect
of any Restricted Units that are immediately vested as of the Grant Date, in which case all related Class P Units (or Class A Units upon automatic conversion) held by Holdings II shall also be forfeited. If the Grantee’s Employment is
terminated for Cause, as determined by the Administrator in its sole discretion, all Transfer-Restricted Units held by the Grantee shall automatically be forfeited together with all related Class P Units (or Class A Units upon automatic
conversion) held by Holdings II, unless otherwise determined by the Administrator, in its sole discretion. The Grantee hereby consents and agrees to immediately surrender and deliver such Transfer-Restricted Units to the Corporation, or its
designee, without the payment of any consideration, receipt of any further notice or fulfillment of any other condition. Any forfeiture of Transfer-Restricted Units pursuant to this Section 3.3(c) shall require no additional procedures on
the part of the Corporation, Holdings II, KKR Group Partnership or any of their Affiliates.
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(d) |
Any purported Transfer or Exchange of Transfer-Restricted Units that is not in accordance with this Section 3.3 is null and void. In the event of a property settlement or separation agreement between the Grantee and his or her spouse,
the Grantee agrees that he or she shall use reasonable efforts to retain all of his or her Holdings II Units and SERs and shall reimburse his or her spouse for any interest he or she may have under this Agreement out of funds, assets or
proceeds separate and distinct from his or her interest under this Agreement.
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(a) |
For so long as the Grantee retains his or her Employment, the Grantee (collectively with all Permitted Transferees, if applicable) must continuously hold an aggregate number of Common Stock Equivalents (defined below) that is at least
equal to the Minimum Retained Ownership Percentage of the cumulative amount of (x) all Holdings II Units granted to the Grantee under this Agreement and (y) all other Holdings II Units subject to a minimum retained ownership requirement
that have been or are hereafter granted to the Grantee under the Operating Agreements and the Plan, in each case, that have become vested pursuant to Section 2 (or similar provision in any other applicable grant agreement), prior to any
Exchange permitted by Section 2.2 (or similar provision in any other applicable grant agreement).
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(b) |
“Common Stock Equivalents” means any combination of: (i) Holdings II Units that are or become vested pursuant to Section 2 of this Agreement (even if they are Transfer-Restricted Units) but not
exchanged and shares of Common Stock delivered upon Exchange of such Holdings II Units and not designated for sale and (ii) Holdings II Units subject to a minimum retained ownership requirement granted to the Grantee under the Operating
Agreements and the Plan that are or become vested pursuant to a provision similar to Section 2 to this Agreement (even if a provision similar to the transfer restrictions on the Transfer-Restricted Units has not yet been satisfied) but not
exchanged and shares of Common Stock delivered upon Exchange of such Holdings II Units and not designated for sale.
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(c) |
Any purported Transfer or Exchange of any Holdings II Units or Common Stock that would result in a violation of this Section 3.4 is null and void. Notwithstanding anything to the contrary contained in this Agreement (including, without
limitation, Section 4.8) this Section 3.4 shall survive any termination of this Agreement.
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(a) |
The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition
to any other rights the parties may have by Law or under the terms of any other applicable agreement.
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(b) |
To the extent required or advisable, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules promulgated thereunder and any other similar Laws including, as applicable, but not limited to the European
Directives 2011/61/EU, 2013/36/EU and 2014/91/EU, the Administrator may specify in any other document or a policy to be incorporated into this Agreement by reference, that the Grantee’s rights, payments, and benefits with respect to RHUs
awarded hereunder and/or Common Stock delivered to the Grantee in respect of RHUs awarded hereunder shall be subject to reduction, cancellation, forfeiture or recoupment.
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(c) |
The Grantee further acknowledges and agrees that KKR Group shall have the right to clawback, forfeit, cancel, recoup, reduce or set-off any distribution or payment that is due or payable (or that the Administrator reasonably determines
may become due or payable) to the Grantee pursuant to any agreement with the KKR Group (including but not limited to partnership agreements of KKR Holdings L.P., KKR Holdings II L.P. and KKR Associates Holdings L.P.) or otherwise for the
purpose of fulfilling any present or future obligation or liability of whatever nature (whether matured or unmatured, absolute or contingent) that the Grantee has to make (or that the Administrator reasonably determines may become such an
obligation or liability to make) any payment or contribution to the KKR Group, regardless of whether the payment or contribution is currently due or payable, or may become due or payable in the future, whether in advance of or without
adjudication (provided that the Administrator must act in good faith when determining any contribution or payment that may become due or payable as a result of damage to the KKR Group arising from a
breach by Grantee of any of Grantee’s written agreements with the KKR Group or other wrongdoing), and notwithstanding any other agreements between the Grantee and the KKR Group entered into prior to the date hereof.
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(a) |
This Agreement (including the RHU Grant Certificate and Appendices A through E attached hereto, as applicable) may be amended, supplemented, waived or modified only in accordance with Section 4(b) of the Plan or Section 13 of the Plan,
as applicable, or as may be required for purposes of compliance or enforceability with applicable local Law; provided, however, that the RHU Grant
Certificate shall be deemed amended from time to time to reflect any adjustments provided for in the Operating Agreements or the Plan.
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(b) |
No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
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(i) |
withholding from the Cash Payment, the Grantee’s wages or other cash compensation paid to the Grantee by the Corporation and/or the Designated Service Recipient; or
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(ii) |
withholding from proceeds of the sale of Common Stock delivered upon the Exchange either through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Grantee’s behalf pursuant to this authorization); or
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(iii) |
withholding in Common Stock to be delivered upon the Exchange.
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(a) |
If to the Corporation, to:
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(b) |
If to the KKR Group Partnership, to:
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(c) |
If to Holdings II, to:
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(d) |
If to the Grantee, to the most recent address for the Grantee in the books and records of the Corporation or the Designated Service Recipient, as applicable.
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(a) |
This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, pertaining thereto. The Grantee
acknowledges that the grant of RHUs provided for under this Agreement is in full satisfaction of any and all grants of equity or equity-based awards that representatives of the Corporation or its Affiliates, on or prior to the date hereof,
may have informed the Grantee that such Grantee is entitled to receive.
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(b) |
This Agreement shall terminate when the Grantee and all Permitted Transferees cease to hold any of the RHUs that have been granted hereunder. Notwithstanding anything to the contrary herein, this Article IV shall survive any termination
of this Agreement.
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(a) |
This Section 4.13(a) applies to Grantees who are U.S. tax residents (such as, a U.S. citizen, green card holder or a U.S. tax resident under the substantial presence test) to the extent applicable. All references to any “separation from
service” or termination of the Employment of or the services to be provided by the Grantee, shall be deemed to refer to a “separation from service” within the meaning of Section 409A, if applicable. Notwithstanding anything herein to the
contrary, (i) if at the time of the Grantee’s termination of Employment the Grantee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or delivery of Common Stock otherwise
payable or provided hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then, to the extent that Section 409A applies to the RHUs, the Corporation
will defer the commencement of the payment of any such payments or delivery hereunder (without any reduction in such payments or delivery of Common Stock ultimately paid or provided to the Grantee) until the date that is six months
following the Grantee’s termination of Employment (or the earliest date as is permitted under Section 409A) and (ii) if any other payments or other deliveries due to the Grantee hereunder could cause the application of an accelerated or
additional tax under Section 409A, such payments or other deliveries shall be deferred if deferral will make such payment or other delivery compliant under Section 409A, or otherwise such payment or other delivery shall be restructured, to
the extent possible, in a manner, determined by the Administrator, that does not cause such an accelerated or additional tax. The Corporation shall use commercially reasonable efforts to implement the provisions of this Section 4.13(a) in
good faith; provided that none of the Corporation, the Administrator nor any of the Corporation’s or KKR Group’s, as applicable, employees, directors or
representatives shall have any liability to the Grantee with respect to this Section 4.13(a).
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(b) |
Nothing in this Agreement shall be deemed to obligate the Corporation, Designated Service Recipient or any other member of the KKR Group, as applicable, to employ the Grantee in any capacity whatsoever or to prohibit or restrict the
Corporation, Designated Service Recipient or any other member of the KKR Group, as applicable, from terminating the Grantee’s Employment at any time or for any reason whatsoever, with or without Cause.
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KKR & Co. Inc.
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By:
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Name:
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Title:
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KKR Group Partnership L.P.
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its general partner
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By:
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Name:
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||
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Title:
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KKR Holdings II L.P.
|
||
its general partner
|
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By:
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||
|
Name:
|
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Title:
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/19/21 | 3, 4 | ||
For Period end: | 12/31/20 | 4, 5 | ||
1/1/20 | 3, 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 KKR & Co. Inc. 10-K 12/31/23 214:57M 2/27/23 KKR & Co. Inc. 10-K 12/31/22 211:55M 5/31/22 KKR & Co. Inc. S-8 POS 5/31/22 3:93K Broadridge Fin’l So… Inc 2/28/22 KKR & Co. Inc. 10-K 12/31/21 209:47M 10/12/21 KKR & Co. Inc. 8-K:1,3,5,710/08/21 13:704K Broadridge Fin’l So… Inc 6/25/21 KKR & Co. Inc. 8-K:5 6/22/21 11:214K Broadridge Fin’l So… Inc 3/26/21 KKR & Co. Inc. 424B5 1:1.2M Broadridge Fin’l So… Inc 3/24/21 KKR & Co. Inc. 424B5 1:1.2M Broadridge Fin’l So… Inc 3/23/21 KKR & Co. Inc. S-3ASR 3/23/21 8:1.4M Broadridge Fin’l So… Inc |