SEC Info - Titan Machinery Inc. - ‘10-K’ for 1/31/19

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Titan Machinery Inc. – ‘10-K’ for 1/31/19 – ‘EX-10.17.1’

On: Friday, 4/5/19, at 12:04pm ET · For: 1/31/19 · Accession #: 1409171-19-16 · File #: 1-33866

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/05/19  Titan Machinery Inc.              10-K        1/31/19  124:14M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.30M 
 5: EX-10.10.6  Material Contract                                   HTML     64K 
 2: EX-10.16    Material Contract                                   HTML     42K 
 6: EX-10.17.1  Material Contract                                   HTML     49K 
 7: EX-10.18.1  Material Contract                                   HTML     43K 
 3: EX-10.19    Material Contract                                   HTML     78K 
 4: EX-10.9.10  Material Contract                                   HTML     32K 
 8: EX-21.1     Subsidiaries List                                   HTML     32K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     30K 
10: EX-24.1     Power of Attorney                                   HTML     35K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
14: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
21: R1          Document and Entity Information                     HTML     64K 
22: R2          Consolidated Balance Sheets                         HTML    131K 
23: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
24: R4          Consolidated Statements of Operations               HTML    117K 
25: R5          Consolidated Statements of Comprehensive Income     HTML     58K 
26: R6          Consolidated Statements of Stockholders' Equity     HTML     79K 
27: R7          Consolidated Statements of Cash Flows               HTML    135K 
28: R8          Business Activity and Significant Accounting        HTML    156K 
                Policies                                                         
29: R9          Revenue (Notes)                                     HTML     62K 
30: R10         Receivables                                         HTML     56K 
31: R11         Inventories                                         HTML     41K 
32: R12         Property and Equipment                              HTML     48K 
33: R13         Intangible Assets and Goodwill                      HTML     99K 
34: R14         Floorplan Payable/Lines of Credit                   HTML     72K 
35: R15         Deferred Revenue (Notes)                            HTML     39K 
36: R16         Accrued Expenses                                    HTML     45K 
37: R17         Senior Convertible Notes                            HTML     84K 
38: R18         Long-Term Debt                                      HTML     76K 
39: R19         Store Closings and Realignment Cost                 HTML    104K 
40: R20         Derivative Instruments                              HTML     71K 
41: R21         Commitments and Contingencies                       HTML     44K 
42: R22         Operating Lease Commitments                         HTML     42K 
43: R23         Related Party Transactions Related Party            HTML     36K 
                Transactions                                                     
44: R24         Income Taxes                                        HTML    123K 
45: R25         Capital Structure                                   HTML     33K 
46: R26         Stock-Based Compensation                            HTML     98K 
47: R27         Accumulated Other Comprehensive Income (Notes)      HTML     88K 
48: R28         Employee Benefit Plans                              HTML     35K 
49: R29         Business Combinations                               HTML     49K 
50: R30         Fair Value of Financial Instruments                 HTML     50K 
51: R31         Segment Information and Operating Results           HTML    171K 
52: R32         Selected Quarterly Financial Data (Unaudited)       HTML     85K 
53: R33         Immaterial Restatement (Notes)                      HTML     92K 
54: R34         Subsequent Events                                   HTML     35K 
55: R35         Schedule II-Valuation and Qualifying Accounts and   HTML     53K 
                Reserves                                                         
56: R36         Business Activity and Significant Accounting        HTML    237K 
                Policies (Policies)                                              
57: R37         Business Activity and Significant Accounting        HTML    100K 
                Policies (Tables)                                                
58: R38         Revenue (Tables)                                    HTML     56K 
59: R39         Receivables (Tables)                                HTML     51K 
60: R40         Inventories (Tables)                                HTML     43K 
61: R41         Property and Equipment (Tables)                     HTML     49K 
62: R42         Intangible Assets and Goodwill (Tables)             HTML    103K 
63: R43         Deferred Revenue (Tables)                           HTML     39K 
64: R44         Accrued Expenses (Tables)                           HTML     44K 
65: R45         Senior Convertible Notes (Tables)                   HTML     70K 
66: R46         Long-Term Debt (Tables)                             HTML     83K 
67: R47         Store Closings and Realignment Cost (Tables)        HTML    104K 
68: R48         Derivative Instruments (Tables)                     HTML     66K 
69: R49         Operating Lease Commitments (Tables)                HTML     38K 
70: R50         Income Taxes (Tables)                               HTML    119K 
71: R51         Stock-Based Compensation (Tables)                   HTML     89K 
72: R52         Accumulated Other Comprehensive Income (Tables)     HTML     88K 
73: R53         FAIR VALUE OF FINANCIAL INSTRUMENTS Tables          HTML     50K 
                (Tables)                                                         
74: R54         Segment Information and Operating Results (Tables)  HTML    167K 
75: R55         Selected Quarterly Financial Data (Unaudited)       HTML     83K 
                (Tables)                                                         
76: R56         Immaterial Restatement (Tables)                     HTML     89K 
77: R57         Business Activity and Significant Accounting        HTML     58K 
                Policies (Details)                                               
78: R58         Business Activity and Significant Accounting        HTML     54K 
                Policies (Details 2)                                             
79: R59         Business Activity and Significant Accounting        HTML     51K 
                Policies (Details 3)                                             
80: R60         Business Activity and Significant Accounting        HTML     78K 
                Policies (Details 4)                                             
81: R61         Business Activity and Significant Accounting        HTML     43K 
                Policies (Details 5)                                             
82: R62         Business Activity and Significant Accounting        HTML     36K 
                Policies (Details 6)                                             
83: R63         Business Activity and Significant Accounting        HTML     34K 
                Policies (Details 7)                                             
84: R64         Business Activity and Significant Accounting        HTML     45K 
                Policies (Details 8)                                             
85: R65         Revenue (Details)                                   HTML     87K 
86: R66         Revenue Deferred Revenue (Details)                  HTML     36K 
87: R67         Receivables (Details)                               HTML     62K 
88: R68         Inventories (Details)                               HTML     41K 
89: R69         Property and Equipment (Details)                    HTML     60K 
90: R70         Intangible Assets and Goodwill (Details)            HTML     53K 
91: R71         Intangible Assets and Goodwill (Details 2)          HTML     64K 
92: R72         Intangible Assets and Goodwill Indefinite Lived     HTML     57K 
                Intangible (Details 3)                                           
93: R73         Floorplan Payable/Lines of Credit (Details)         HTML     78K 
94: R74         Accrued Expenses (Details)                          HTML     54K 
95: R75         Senior Convertible Notes (Details)                  HTML     93K 
96: R76         Senior Convertible Notes (Details 2)                HTML     79K 
97: R77         Long-Term Debt (Details)                            HTML     58K 
98: R78         Long-Term Debt (Details 2)                          HTML    118K 
99: R79         Store Closings and Realignment Cost (Details)       HTML     77K 
100: R80         Store Closings and Realignment Cost (Details 2)     HTML     66K  
101: R81         Derivative Instruments (Details)                    HTML     62K  
102: R82         Commitments and Contingencies (Details)             HTML     53K  
103: R83         Operating Lease Commitments (Details)               HTML     63K  
104: R84         Related Party Transactions (Details)                HTML     42K  
105: R85         Income Taxes (Details)                              HTML    159K  
106: R86         Income Taxes Income Taxes (Details 2)               HTML     49K  
107: R87         Capital Structure (Details)                         HTML     38K  
108: R88         Stock-Based Compensation (Details)                  HTML    104K  
109: R89         Stock-Based Compensation (Details 3)                HTML    105K  
110: R90         Accumulated Other Comprehensive Income (Details)    HTML     87K  
111: R91         Employee Benefit Plans (Details)                    HTML     39K  
112: R92         Business Combinations (Details)                     HTML     84K  
113: R93         Fair Value of Financial Instruments (Details)       HTML     39K  
114: R94         Fair Value of Financial Instruments Assets and      HTML     34K  
                Liabilities Measured on A Nonrecurring Basis                     
                (Details 2)                                                      
115: R95         Segment Information and Operating Results           HTML     36K  
                (Details)                                                        
116: R96         Segment Information and Operating Results (Details  HTML     88K  
                2)                                                               
117: R97         Selected Quarterly Financial Data (Unaudited)       HTML     79K  
                (Details)                                                        
118: R98         Immaterial Restatement (Details)                    HTML    108K  
119: R99         Subsequent Events (Details)                         HTML     44K  
120: R100        Schedule II-Valuation and Qualifying Accounts and   HTML     44K  
                Reserves (Details)                                               
121: R9999       Uncategorized Items - titn-20190131.xml             HTML     72K  
123: XML         IDEA XML File -- Filing Summary                      XML    219K  
122: EXCEL       IDEA Workbook of Financial Reports                  XLSX    142K  
15: EX-101.INS  XBRL Instance -- titn-20190131                       XML   3.93M 
17: EX-101.CAL  XBRL Calculations -- titn-20190131_cal               XML    371K 
18: EX-101.DEF  XBRL Definitions -- titn-20190131_def                XML   1.41M 
19: EX-101.LAB  XBRL Labels -- titn-20190131_lab                     XML   3.12M 
20: EX-101.PRE  XBRL Presentations -- titn-20190131_pre              XML   1.95M 
16: EX-101.SCH  XBRL Schema -- titn-20190131                         XSD    282K 
124: ZIP         XBRL Zipped Folder -- 0001409171-19-000016-xbrl      Zip    424K

‘EX-10.17.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

[YEAR]

RESTRICTED STOCK AGREEMENT

TITAN MACHINERY INC.

2014 EQUITY INCENTIVE PLAN

THIS AGREEMENT, made effective as of this ___ day of June, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and ________________ (“Participant”).

W I T N E S S E T H:

WHEREAS, the Participant on the date hereof is an employee of the Company or one of its Affiliates; and

WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the Company’s common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to the Participant.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock Award.

a.Pursuant to Section 11 of the Plan, the Company hereby grants to Participant on the date set forth above (the “Grant Date”) a restricted stock award (the “Restricted Stock”) for __________________ (________) shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.

b.The Company shall cause to be issued uncertificated book-entry shares, registered in the Participant’s name, representing the Restricted Stock. These shares shall be held as restricted shares until the vesting dates, be subject to an appropriate stop-transfer order and shall bear the following restrictive legend:

“The Common Shares held in book-entry are subject to forfeiture and are subject to the restrictions against transfer as contained in the Titan Machinery 2014 Equity Incentive Plan and a Restricted Stock Agreement between Titan Machinery Inc. and the registered owner of such shares. Release from such restrictions, terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, copies of which are on file in the office of Titan Machinery Inc.”

2. Vesting of Restricted Stock.

a.The shares of Restricted Stock will vest in accordance with the following schedule:



Vesting Dates	Shares
April 1, 20__
April 1, 20__
April 1, 20__
April 1, 20__

If the Participant’s employment is terminated or the Participant’s employment status changes from full-time to part-time, then Participant shall immediately forfeit all unvested shares of Restricted Stock.

b.Solely for purposes of this Agreement, “full-time” means regularly scheduled to work at least 40 hours per week, and “part-time” means regularly scheduled to work less than 40 hours per week.

c.Notwithstanding Section 2.a. above, all of Participant’s unvested Restricted Stock shall vest on the date any of the following events occur:


i.	Participant’s death;


ii.	Participant’s employment is severed due to disability under the Company’s long-term disability plan; or


iii.	Participant retires from the Company at age sixty-four (64) or older with at least five (5) years of service (or pursuant to early retirement with the consent of the Compensation Committee).

Your vesting of restricted shares under this Section 2.c will be on a “net settlement” basis, meaning that the gross number of shares scheduled for vesting will be reduced by that number of shares equal in value to your tax withholding obligations for this compensation, which then results in the issuance of shares in a “net” amount.

d.Upon vesting of any portion of the Restricted Stock, pursuant to the schedule above, the Company will cause to be issued to Participant either a share certificate or uncertificated book-entry shares no longer subject to the restrictions described in Section 1(b) above, but bearing such legend as the Company deems advisable pursuant to the exercise of its discretion under Section 4(b) below.

3. Rights as Shareholder; Dividends.

a.The Participant shall be the record owner of the Restricted Stock during the vesting period and thereafter following vesting until the shares of common stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

b.If the Participant forfeits any rights he/she has under this Agreement in accordance with Section 2, the Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the unvested Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.

4. Miscellaneous.

a.Employment Status. This Agreement shall not confer on Participant any right with respect to continuance of employment by the Company or any of its Affiliates, nor will it interfere in any way with the right of the Company to terminate such employment. Except to the extent otherwise set forth in any written employment agreement, Participant’s employment relationship with the Company and its Affiliates shall be employment-at-will, and nothing in this Agreement shall be construed as creating an employment contract for any specified term between Participant and the Company or any Affiliate.

b.Transfers; Securities Law Compliance. Prior to vesting, Participant shall not transfer, other than by will or the laws of descent and distribution, or otherwise dispose of the shares of Restricted Stock received pursuant to this Agreement. The Participant may be required by the Company, as a condition of the effectiveness of this restricted stock award, to agree in writing that all Restricted Stock subject to this Agreement shall be held, until such time that such Restricted Stock is registered and freely tradable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with applicable state and federal securities laws. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of the Company’s common stock are then listed or quoted.

c.Tax Liability and Withholding. The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the vesting of the Restricted Stock and to take all such other action as the Plan Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Plan Administrator may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:


(i)	tendering a cash payment.


(ii)	authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law.

Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Participant's liability for Tax-Related Items.

d.Restricted Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company's shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

e. Binding Agreement. This Agreement shall bind and inure to the benefit of the Company, its Affiliates and its successors and assigns and Participant and any successor or successors of Participant permitted by this Agreement.

f.Acceptance. The Participant hereby acknowledges access to the Plan and receipt of this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition of the Restricted Stock.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

TITAN MACHINERY INC.

By: ____________________________________

Its: ________________________________

__________________________________________

______________, Participant

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	4/5/19
For Period end:	1/31/19	DEF 14A
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/03/24  Titan Machinery Inc.              10-K        1/31/24  111:10M
 3/30/23  Titan Machinery Inc.              10-K        1/31/23  113:11M
 4/01/22  Titan Machinery Inc.              10-K        1/31/22  115:12M
 3/31/21  Titan Machinery Inc.              10-K        1/31/21  106:12M

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Filing Submission 0001409171-19-000016 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)