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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/17/17 Brooks Automation, Inc. 10-K 9/30/17 209:27M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.89M
2: EX-10.02 Material Contract HTML 117K
3: EX-10.17 Material Contract HTML 84K
4: EX-10.20 Material Contract HTML 68K
5: EX-10.21 Material Contract HTML 188K
6: EX-10.24 Material Contract HTML 178K
7: EX-10.25 Material Contract HTML 840K
8: EX-10.26 Material Contract HTML 286K
9: EX-10.27 Material Contract HTML 561K
10: EX-21.01 Subsidiaries List HTML 62K
11: EX-23.01 Consent of Experts or Counsel HTML 58K
12: EX-23.02 Consent of Experts or Counsel HTML 58K
13: EX-23.03 Consent of Experts or Counsel HTML 58K
17: EX-99.1 Miscellaneous Exhibit HTML 64K
18: EX-99.2 Miscellaneous Exhibit HTML 1.13M
14: EX-31.01 Certification -- §302 - SOA'02 HTML 64K
15: EX-31.02 Certification -- §302 - SOA'02 HTML 64K
16: EX-32 Certification -- §906 - SOA'02 HTML 62K
25: R1 Document and Entity Information HTML 87K
26: R2 Consolidated Balance Sheets HTML 166K
27: R3 Consolidated Balance Sheets (Parenthetical) HTML 78K
28: R4 Consolidated Statements of Operations HTML 134K
29: R5 Consolidated Statements of Comprehensive Income HTML 84K
(Loss)
30: R6 Consolidated Statements of Comprehensive Income HTML 64K
(Loss) (Parenthetical)
31: R7 Consolidated Statements of Cash Flows HTML 187K
32: R8 Consolidated Statements of Changes in Equity HTML 121K
33: R9 Consolidated Statements of Changes in Equity HTML 65K
(Parenthetical)
34: R10 Nature of the Business HTML 62K
35: R11 Summary of Significant Accounting Policies HTML 188K
36: R12 Acquisitions HTML 242K
37: R13 Marketable Securities HTML 131K
38: R14 Property, Plant and Equipment HTML 90K
39: R15 Goodwill and Intangible Assets HTML 204K
40: R16 Equity Method and Other Investments HTML 122K
41: R17 Supplementary Balance Sheet Information HTML 242K
42: R18 Line of Credit HTML 69K
43: R19 Income Taxes HTML 245K
44: R20 Derivative Instruments HTML 247K
45: R21 Postretirement Benefits HTML 283K
46: R22 Stockholders' Equity HTML 138K
47: R23 Equity Incentive Plans HTML 122K
48: R24 Restructuring and Other Charges HTML 157K
49: R25 Earnings per Share HTML 101K
50: R26 Significant Customers HTML 62K
51: R27 Segment and Geographic Information HTML 259K
52: R28 Fair Value Measurements HTML 235K
53: R29 Commitments and Contingencies HTML 110K
54: R30 Subsequent Events HTML 72K
55: R31 Summary of Significant Accounting Policies HTML 263K
(Policies)
56: R32 Summary of Significant Accounting Policies HTML 118K
(Tables)
57: R33 Acquisitions (Tables) HTML 200K
58: R34 Marketable Securities (Tables) HTML 125K
59: R35 Property, Plant and Equipment (Tables) HTML 87K
60: R36 Goodwill and Intangible Assets (Tables) HTML 198K
61: R37 Equity Method and Other Investments (Tables) HTML 101K
62: R38 Supplementary Balance Sheet Information (Tables) HTML 252K
63: R39 Income Taxes (Tables) HTML 242K
64: R40 Derivative Instruments (Tables) HTML 239K
65: R41 Postretirement Benefits (Tables) HTML 289K
66: R42 Stockholders' Equity (Tables) HTML 129K
67: R43 Equity Incentive Plans (Tables) HTML 103K
68: R44 Restructuring and Other Charges (Tables) HTML 143K
69: R45 Earnings per Share (Tables) HTML 98K
70: R46 Segment and Geographic Information (Tables) HTML 259K
71: R47 Fair Value Measurements (Tables) HTML 217K
72: R48 Commitments and Contingencies (Tables) HTML 96K
73: R49 Summary of Significant Accounting Policies - HTML 60K
Foreign Currency Translation (Details)
74: R50 Summary of Significant Accounting Policies - HTML 67K
Concentration of Credit Risk (Details)
75: R51 Summary of Significant Accounting Policies - Cash HTML 62K
and Cash Equivalents (Details)
76: R52 Summary of Significant Accounting Policies - HTML 73K
Property, Plant and Equipment (Details)
77: R53 Summary of Significant Accounting Policies - HTML 61K
Capitalized Direct Costs (Details)
78: R54 Summary of Significant Accounting Policies - HTML 69K
Finite-lived Intangible Assets (Details)
79: R55 Summary of Significant Accounting Policies - HTML 61K
Deferred Financing Costs (Details)
80: R56 Summary of Significant Accounting Policies - HTML 65K
Compensation Expense (Details)
81: R57 Summary of Significant Accounting Policies - HTML 69K
Valuation Assumptions for an Employee Stock
Purchase Plan (Details)
82: R58 Acquisitions - Ownership Information (Details) HTML 69K
83: R59 Acquisitions - Purchase Consideration (Details) HTML 119K
84: R60 Acquisitions - Amounts of Assets and Liabilities HTML 153K
at Fair Value as of Acquisition Date (Details)
85: R61 Acquisitions - Intangible Assets Acquired HTML 99K
(Details)
86: R62 Acquisitions - Escrow (Details) HTML 85K
87: R63 Acquisitions - General Information (Details) HTML 117K
88: R64 Acquisitions - Pro Forma Information - Tabular HTML 70K
Disclosure (Details)
89: R65 Acquisitions - Pro Forma Information - Additional HTML 72K
Information (Details)
90: R66 Acquisitions - Contingent Consideration (Details) HTML 74K
91: R67 Marketable Securities - General Information HTML 72K
(Details)
92: R68 Marketable Securities - Summary of Amortized Cost HTML 76K
and Fair Value (Details)
93: R69 Marketable Securities - Fair Value of Marketable HTML 66K
Securities by Contractual Maturity (Details)
94: R70 Marketable Securities - Unrealized Loss Position HTML 64K
(Details)
95: R71 Property, Plant and Equipment - Schedule (Details) HTML 79K
96: R72 Property, Plant and Equipment - Depreciation HTML 60K
Expense (Details)
97: R73 Property, Plant and Equipment - Expenditures HTML 59K
Incurred but Not Yet Paid (Details)
98: R74 Property, Plant and Equipment - Additional HTML 74K
Information (Details)
99: R75 Goodwill and Intangible Assets - Goodwill HTML 68K
Impairment Test (Details)
100: R76 Goodwill and Intangible Assets - Components of HTML 73K
Goodwill by Operating Segment (Details)
101: R77 Goodwill and Intangible Assets - Goodwill Roll HTML 68K
Forward (Details)
102: R78 Goodwill and Intangible Assets - Goodwill Acquired HTML 59K
(Details)
103: R79 Goodwill and Intangible Assets - Components of HTML 75K
Identifiable Intangible Assets (Details)
104: R80 Goodwill and Intangible Assets - Amortization HTML 60K
Expense (Details)
105: R81 Goodwill and Intangible Assets - Estimated Future HTML 74K
Amortization Expense of Intangible Assets
(Details)
106: R82 Equity Method and Other Investments - ULVAC HTML 81K
Cryogenics, Inc. (Details)
107: R83 Equity Method and Other Investments - BioCision, HTML 79K
LLC - General Information (Details)
108: R84 Equity Method and Other Investments - BioCision, HTML 112K
LLC - Term Loan Receivable, Convertible Debt, and
Warrant (Details)
109: R85 Equity Method and Other Investments - BioCision, HTML 86K
LLC - Cool Lab Subsidiary (Details)
110: R86 Equity Method and Other Investments - Yaskawa HTML 99K
Brooks Automation, Inc. (Details)
111: R87 Equity Method and Other Investments - Summarized HTML 72K
Financial Information - Balance Sheets (Details)
112: R88 Equity Method and Other Investments - Summarized HTML 71K
Financial Information - Statement of Operations
(Details)
113: R89 Supplementary Balance Sheet Information - Summary HTML 71K
of Account Receivable (Details)
114: R90 Supplementary Balance Sheet Information - HTML 69K
Allowance for Doubtful Accounts Activity (Details)
115: R91 Supplementary Balance Sheet Information - HTML 64K
Allowance for Sales Returns (Details)
116: R92 Supplementary Balance Sheet Information - Summary HTML 68K
of Inventories (Details)
117: R93 Supplementary Balance Sheet Information - Summary HTML 67K
of Inventory Reserves (Details)
118: R94 Supplementary Balance Sheet Information - HTML 67K
Valuation Allowance for Deferred Tax Assets
Activity (Details)
119: R95 Supplementary Balance Sheet Information - Product HTML 68K
Warranty and Retrofit Activity on Gross Basis
(Details)
120: R96 Line of Credit - Credit Agreement - General HTML 73K
Information (Details)
121: R97 Line of Credit - Credit Agreement - Interest Rate HTML 68K
(Details)
122: R98 Line of Credit - Credit Agreement - Covenants HTML 68K
(Details)
123: R99 Line of Credit - Senior Secured Term Loan Facility HTML 72K
and Credit Agreement (Details)
124: R100 Income Taxes - Components of Income Tax Provision HTML 87K
(Benefit) (Details)
125: R101 Income Taxes - Components of Income Before Income HTML 65K
Taxes and Equity in Earnings of Equity Method
Investments (Details)
126: R102 Income Taxes - Statutory Federal Tax Rate HTML 60K
(Details)
127: R103 Income Taxes - Differences Between Income Tax HTML 92K
Provision (Benefit) and Income Taxes Computed
using Applicable U.S. Statutory Federal Tax Rate
(Details)
128: R104 Income Taxes - Unremitted Earnings of Foreign HTML 61K
Subsidiaries (Details)
129: R105 Income Taxes - Significant Components of Net HTML 88K
Deferred Tax Assets and Liabilities (Details)
130: R106 Income Taxes - Establishment of Valuation HTML 59K
Allowance (Details)
131: R107 Income Taxes - Net Operating Loss Carry-forwards HTML 66K
(Details)
132: R108 Income Taxes - Tax Credit Carry-forwards (Details) HTML 64K
133: R109 Income Taxes - Reconciliation of Beginning and HTML 73K
Ending Amount of Consolidated Liability for
Unrecognized Income Tax Benefits (Details)
134: R110 Income Taxes - Unrecognized Tax Benefits (Details) HTML 63K
135: R111 Income Taxes - Additional Information (Details) HTML 62K
136: R112 Derivative Instruments - Realized Gains (Losses) HTML 60K
on Derivative Instruments (Details)
137: R113 Derivative Instruments - Notional Amounts HTML 133K
Outstanding under Foreign Currency Contracts -
Notional Amount of Buy Currency (Details)
138: R114 Derivative Instruments - Notional Amounts HTML 137K
Outstanding under Foreign Currency Contracts -
Notional Amount of Sell Currency (Details)
139: R115 Derivative Instruments - Notional Amounts HTML 77K
Outstanding under Foreign Currency Contracts -
Fair Value of Assets (Details)
140: R116 Derivative Instruments - Notional Amounts HTML 77K
Outstanding under Foreign Currency Contracts -
Fair Value of Liabilities (Details)
141: R117 Derivative Instruments - Stock Warrants (Details) HTML 70K
142: R118 Postretirement Benefits - Number of Plans HTML 58K
(Details)
143: R119 Postretirement Benefits - Benefit Obligation HTML 85K
(Details)
144: R120 Postretirement Benefits - Fair Value of Assets HTML 80K
(Details)
145: R121 Postretirement Benefits - Funded Status (Details) HTML 66K
146: R122 Postretirement Benefits - Accumulated Benefit HTML 60K
Obligation (Details)
147: R123 Postretirement Benefits - Pension Amounts Recorded HTML 69K
Within Account Line Items of Balance Sheet
(Details)
148: R124 Postretirement Benefits - Accumulated Other HTML 68K
Comprehensive Income (Details)
149: R125 Postretirement Benefits - Net Periodic Pension HTML 80K
Cost (Details)
150: R126 Postretirement Benefits - Changes in Plan Assets HTML 73K
and Benefit Obligations Recognized in Other
Comprehensive Income (Loss) (Details)
151: R127 Postretirement Benefits - Amounts Reclassified HTML 66K
from Accumulated Other Comprehensive Income (Loss)
(Details)
152: R128 Postretirement Benefits - Weighted-Average HTML 65K
Assumption Used to Determine Net Cost (Details)
153: R129 Postretirement Benefits - Determination of Pension HTML 66K
Expense (Details)
154: R130 Postretirement Benefits - Fair Value of Plan HTML 66K
Assets (Details)
155: R131 Postretirement Benefits - Asset Allocation of Plan HTML 68K
Assets of Non-U.S. Plans (Details)
156: R132 Postretirement Benefits - Fair Value of Pension HTML 71K
Assets by Asset Category and by Level (Detail)
157: R133 Postretirement Benefits - Expected Benefit Payment HTML 71K
Over Next Ten Years are Anticipated to be Paid
(Details)
158: R134 Postretirement Benefits - Estimated Future HTML 59K
Employer Contribution (Details)
159: R135 Postretirement Benefits - Defined Contribution HTML 62K
Plans (Details)
160: R136 Stockholders' Equity - Preferred Stock (Details) HTML 66K
161: R137 Stockholders' Equity - Accumulated Other HTML 81K
Comprehensive Income (Details)
162: R138 Equity Incentive Plans - General Information HTML 66K
(Details)
163: R139 Equity Incentive Plans - Restricted Stock Unit HTML 84K
Activity - Tabular Disclosure (Details)
164: R140 Equity Incentive Plans - Restricted Stock Unit HTML 71K
Activity - Additional Information (Details)
165: R141 Equity Incentive Plans - Restricted Stock Unit HTML 63K
Activity - Unrecognized Compensation Cost
(Details)
166: R142 Equity Incentive Plans - Restricted Stock Units HTML 70K
Granted (Details)
167: R143 Equity Incentive Plans - Time-Based Grants HTML 69K
(Details)
168: R144 Equity Incentive Plans - Stock Grants (Details) HTML 72K
169: R145 Equity Incentive Plans - Performance-Based Grants HTML 82K
(Details)
170: R146 Equity Incentive Plans - Employee Stock Purchase HTML 85K
Plan (Details)
171: R147 Restructuring and Other Charges - General HTML 115K
Information (Details)
172: R148 Restructuring and Other Charges - Activity Related HTML 77K
to Restructuring Accruals (Details)
173: R149 Restructuring and Other Charges - Additional HTML 61K
Information (Details)
174: R150 Earnings per Share - Tabular Disclosure (Details) HTML 78K
175: R151 Earnings per Share - Anti-dilutive Securities HTML 63K
(Details)
176: R152 Earnings per Share - Additional Information HTML 62K
(Details)
177: R153 Significant Customers (Details) HTML 68K
178: R154 Segment and Geographic Information - General HTML 61K
Information (Details)
179: R155 Segment and Geographic Information - Financial HTML 86K
Information for Business Segments (Details)
180: R156 Segment and Geographic Information - HTML 75K
Reconciliation of Reportable Segment Operating
Income (Loss) to Corresponding Consolidated
Amounts (Details)
181: R157 Segment and Geographic Information - HTML 72K
Reconciliation of Reportable Segment Assets to
Corresponding Consolidated Amounts (Details)
182: R158 Segment and Geographic Information - Net Revenues HTML 71K
based upon Source of Order by Geographic Area
(Details)
183: R159 Segment and Geographic Information - Long-Lived HTML 70K
Assets, Consisting of Property, Plant and
Equipment by Geographic Area (Details)
184: R160 Fair Value Measurements - Assets and Liabilities HTML 103K
Measured at Fair Value on Recurring Basis
(Details)
185: R161 Fair Value Measurements - Settlement of HTML 63K
Convertible Debt Securities and Stock Warrant
(Details)
186: R162 Fair Value Measurements - Cash Equivalents HTML 72K
(Details)
187: R163 Fair Value Measurements - Available For Sale HTML 64K
Securities (Details)
188: R164 Fair Value Measurements - Foreign Exchange HTML 67K
Contracts (Details)
189: R165 Fair Value Measurements - Convertible Debt HTML 97K
Securities (Details)
190: R166 Fair Value Measurements - Stock Warrant (Details) HTML 69K
191: R167 Fair Value Measurements - Contingent Consideration HTML 63K
(Details)
192: R168 Fair Value Measurements - Reconciliation of Assets HTML 88K
and Liabilities Measured Using Significant
Unobservable Inputs (Details)
193: R169 Fair Value Measurements - Nonrecurring Fair Value HTML 67K
Measurements - Loan Receivable (Details)
194: R170 Fair Value Measurements - Nonrecurring Fair Value HTML 79K
Measurements - Equity Method Investment (Details)
195: R171 Commitments and Contingencies - Rent Expense HTML 59K
(Details)
196: R172 Commitments and Contingencies - Operating Lease HTML 76K
Commitments (Details)
197: R173 Commitments and Contingencies - Future Minimum HTML 99K
Lease Commitments on Non-Cancelable Operating
Leases, Lease Income and Sublease Income (Details)
198: R174 Commitments and Contingencies - Operating Lease HTML 62K
Commitments - Mexico Facility (Details)
199: R175 Commitments and Contingencies - Letters of Credit HTML 59K
(Details)
200: R176 Commitments and Contingencies - Purchase HTML 61K
Commitments (Details)
201: R177 Commitments and Contingencies - Contingencies HTML 80K
(Details)
202: R178 Subsequent Events - Senior Secured Term Loan HTML 79K
Facility - General Information (Details)
203: R179 Subsequent Events - Senior Secured Term Loan HTML 73K
Facility - Interest Rate (Details)
204: R180 Subsequent Events - Senior Secured Term Loan HTML 69K
Facility - Additional Information (Details)
205: R181 Subsequent Events - Acquisition (Details) HTML 62K
206: R182 Subsequent Events - Other (Details) HTML 67K
208: XML IDEA XML File -- Filing Summary XML 392K
207: EXCEL IDEA Workbook of Financial Reports XLSX 215K
19: EX-101.INS XBRL Instance -- brks-20170930 XML 6.03M
21: EX-101.CAL XBRL Calculations -- brks-20170930_cal XML 392K
22: EX-101.DEF XBRL Definitions -- brks-20170930_def XML 1.58M
23: EX-101.LAB XBRL Labels -- brks-20170930_lab XML 2.62M
24: EX-101.PRE XBRL Presentations -- brks-20170930_pre XML 2.56M
20: EX-101.SCH XBRL Schema -- brks-20170930 XSD 409K
209: ZIP XBRL Zipped Folder -- 0001558370-17-009004-xbrl Zip 395K
| brks_Ex10_17 |
Exhibit 10.17
NAME
DATE
BROOKS AUTOMATION, INC.
2015 EQUITY INCENTIVE PLAN
Stock Unit – Award Notice
This award notice sets forth the terms of the award (the “Award”), described below, of restricted Stock Units (the “RSUs”) under the Brooks Automation, Inc. 2015 Equity Incentive Plan (the “Plan”) to the Participant identified below. The Award is subject to the terms of the Plan, which are incorporated herein by reference. Any initially capitalized term not defined herein shall have the meaning assigned to it in the Plan. The term “vest” as used in this notice with respect to any RSU means the lapsing of the restrictions described herein with respect to the right to payment under the Award.
|
1. |
Name of Participant. The Participant to whom the Award has been granted is NAME. |
|
2. |
Type and Amount of Award. Subject to such adjustments as are required or permitted under Section 4(b) of the Plan, the Award shall consist of (number) RSUs. |
|
3. |
Grant Date. The Award was granted to the Participant on DATE (the “Grant Date”). |
|
4. |
Nature of Award. The Award consists of the conditional right to receive, on the terms and subject to the restrictions set forth herein and in the Plan, one share of Common Stock for each RSU forming part of the Award. |
|
5. |
Forfeiture Risk. If the Participant ceases to be an employee or consultant for any reason, any then outstanding and unvested RSUs shall be automatically and immediately forfeited. Notwithstanding the foregoing, the Company may elect to have the Award, in whole or in part, continue to vest during any period in which the Participant serves as a consultant to the Company upon termination of employment. However, a change in the Participant’s employment status from full-time to part-time shall not affect the Award, which shall continue to vest in accordance with the terms described herein. In addition, if the Participant is employed by a wholly owned subsidiary of the Company and such subsidiary is subsequently sold or transferred to another Person (as defined below) who is not also wholly owned by the Company, then the Participant’s employment with the Company for purposes of this Section 5 shall be deemed to cease immediately upon such sale or transfer. |
|
6. |
Vesting of Award. The Award (unless earlier forfeited) shall vest as follows unless earlier forfeited in accordance with Section 5 above: |
|
(a) |
Time Restriction – One-third of the total RSUs will vest on DATE; one-third on DATE; and the final one-third on DATE. |
|
(b) |
If there is a Qualifying Termination (as defined below) of the Participant’s employment by the Company or one of its subsidiaries that occurs within the one-year period following a Change in Control (as defined below), any RSUs that were unvested but outstanding immediately prior to the Qualifying Termination shall be treated as having vested immediately prior to the Qualifying Termination. |
|
(c) |
For purposes hereof, the following definitions shall apply: |
|
(1) |
“Board” means the Board of Directors of the Company. |
|
(2) |
“Cause” means (i) the Participant’s willful failure to perform, or serious negligence in the performance of, the Participant’s duties and responsibilities for the Company or any of its subsidiaries that remains uncured, or continues, beyond the fifteenth (15th) day following the date on which the Company gives the Participant notice specifying in reasonable detail the nature of the failure or negligence; (ii) fraud, embezzlement or other dishonesty with respect to the Company or any of its subsidiaries or customers; (iii) conviction of, or a plea of guilty or nolo contendere with respect to, a felony or to any crime (whether or not a felony) that involves moral turpitude; or (iv) breach of fiduciary duty or violation of any covenant of confidentiality, assignment of rights to intellectual property, non-competition or non-solicitation of customers or employees; provided, that if at the time of termination of employment the Participant is party to an employment agreement or similar agreement with the Company or any of its subsidiaries that includes a definition of “Cause”, the definition contained in such employment agreement or similar agreement shall apply for purposes of this Section 6 in lieu of the definition set forth above in this clause (2). |
|
(3) |
“Change in Control” means the occurrence of any of the events described in subsections (A), (B), (C) or (D) below: |
|
(A) |
Any Person acquires beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of thirty-five (35%) percent or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, that for purposes of this subsection (3)(A) the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Employer, or (IV) any Business Combination (but except as provided in subsection (3)(C) below a Business Combination may nevertheless constitute a Change in Control under subsection (3)(C)); and provided further, that an acquisition by a Person of thirty-five percent (35%) percent or more but less than fifty (50%) percent of the Outstanding Company Common Stock or of the combined voting power of the Outstanding Company Voting Securities shall not constitute a Change in Control under this subsection (3)(A) if within fifteen (15) days of the Board’s being advised that such ownership |
2
level has been reached, a majority of the "Incumbent Directors" (as hereinafter defined) then in office adopt a resolution approving the acquisition of that level of securities ownership by such Person; or |
|
(B) |
Individuals who, as of the Grant Date, constituted the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, that any individual who becomes a member of the Board subsequent to the Grant Date and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors; or |
|
(C) |
There is consummated a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination, (x) the Persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and of the combined voting power of the Outstanding Company Voting Securities, as the case may be, (y) unless in connection with such Business Combination a majority of the Incumbent Directors then in office determine that this clause (3)(C)(y) does not apply to such Business Combination, no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Employer or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty-five (35%) percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Business Combination and (z) at least a majority of the members of the Board resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
|
(D) |
The stockholders of the Company approve a complete liquidation or dissolution of the Company; |
3
provided, that if any payment or benefit payable hereunder upon or following a Change in Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of the Code and the guidance thereunder in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change in Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets, described in IRS Notice 2005-1, the proposed regulations under Section 409A of the Code, or any successor guidance.
|
(4) |
“Employer” means the Company and its subsidiaries. |
|
(5) |
“Exchange Act” means the Securities Exchange Act of 1934, as amended. |
|
(6) |
“Person” means any individual, entity or other person, including a group within the meaning of Sections 13(d) or 14(d) (2) of the Exchange Act. |
|
(7) |
“Qualifying Termination” means a termination by the Company or by a subsidiary of the Company of the Participant’s employment with the Company and its subsidiaries, other than a termination for Cause. |
|
7. |
Delivery of Shares. Subject to Section 11 below, the remaining provisions of this Section 7, and Section 10 of the Plan, the Company shall deliver to the Participant (or, in the event of the Participant's death, to the executor or administrator of the Participant’s estate or to the person or persons to whom the RSUs pass by will or by the laws of descent and distribution) one share of Common Stock for each RSU that vests. Delivery shall be made not later than thirty (30) days following the date of vesting. |
|
8. |
Dividends, etc. The Participant shall not be entitled to any rights as a shareholder, including rights to vote or rights to dividends or other distributions, with respect to any RSU, except as to shares of Common Stock actually delivered under Section 7 above. |
|
9. |
Adjustments for Stock Splits, etc. If there is any stock split, reverse stock split, stock dividend, stock distribution or other reclassification of the Common Stock, any and all new, substituted or additional securities to which the Employee is entitled by reason of his ownership of the RSUs shall be immediately subject to the risk of forfeiture and transfer restrictions described herein in the same manner and to the same extent, if any, as such RSUs. |
|
10. |
Nontransferability. The Award is not transferable except as death in accordance with Section 7 above. |
|
11. |
No Special Employment Rights. The grant of the Award shall not be construed as limiting in any way the right of the Company and its Affiliates, subject to applicable law, to terminate the Participant’s employment. Any loss of profit or potential profit under the Award shall not be an element of damages in any claim relating to termination of the Participant’s employment. The grant of the Award shall not entitle the Participant to the grant of any other awards under the Plan. |
4
|
12. |
Certain Tax Matters. The Award consists of an unfunded and unsecured conditional promise by the Company to deliver cash or property in the future. The Award is intended to qualify for the "short-term deferral" exemption from coverage under Section 409A. The Company may hold back shares otherwise deliverable under the Award to satisfy any taxes required to be withheld in connection with the vesting of, or any payment under, the Award, but reserves the right to take such other or additional steps as it deems necessary to satisfy its tax withholding obligations, including imposing as a condition to the delivery of any shares hereunder the payment by the Participant, or other person to whom such shares are to be delivered, of cash sufficient to satisfy such obligations. |
|
13. |
Clawback. The Award is subject to clawback and forfeiture in accordance with any Clawback Policy of the Company in effect. |
5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/17/17 | None on these Dates | ||
| For Period end: | 9/30/17 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/21/23 Azenta, Inc. 10-K 9/30/23 171:17M Toppan Merrill Bridge/FA 11/25/22 Azenta, Inc. 10-K 9/30/22 165:17M Toppan Merrill Bridge/FA 11/24/21 Azenta, Inc. 10-K 9/30/21 187:18M Toppan Merrill Bridge/FA 11/18/20 Azenta, Inc. 10-K 9/30/20 206:20M Toppan Merrill Bridge/FA |