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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/21 Donnelley Fin’l Solutions, Inc. 10-K 12/31/20 119:21M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.34M
3: EX-10.27 Material Contract HTML 59K
4: EX-10.31 Material Contract HTML 52K
2: EX-10.8 Material Contract HTML 42K
5: EX-21.1 Subsidiaries List HTML 40K
6: EX-23.1 Consent of Expert or Counsel HTML 33K
7: EX-24.1 Power of Attorney HTML 39K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
18: R1 Document and Entity Information HTML 98K
19: R2 Consolidated Statements of Operations HTML 102K
20: R3 Consolidated Statements of Comprehensive Income HTML 57K
21: R4 Consolidated Balance Sheets HTML 131K
22: R5 Consolidated Balance Sheets (Parenthetical) HTML 54K
23: R6 Consolidated Statements of Cash Flows HTML 157K
24: R7 Consolidated Statements of Equity HTML 82K
25: R8 Overview, Basis of Presentation and Significant HTML 182K
Accounting Policies
26: R9 Revenue HTML 196K
27: R10 Acquisitions and Dispositions HTML 40K
28: R11 Goodwill and Other Intangible Assets HTML 145K
29: R12 Leases HTML 111K
30: R13 Restructuring, Impairment and Other Charges HTML 214K
31: R14 Retirement Plans HTML 399K
32: R15 Commitments and Contingencies HTML 44K
33: R16 Income Taxes HTML 340K
34: R17 Debt HTML 80K
35: R18 Earnings per Share HTML 100K
36: R19 Share-Based Compensation HTML 178K
37: R20 Capital Stock HTML 41K
38: R21 Comprehensive Income HTML 208K
39: R22 Segment Information HTML 280K
40: R23 Geographic Area Information HTML 140K
41: R24 Overview, Basis of Presentation and Significant HTML 248K
Accounting Policies (Policies)
42: R25 Overview, Basis of Presentation and Significant HTML 146K
Accounting Policies (Tables)
43: R26 Revenue (Tables) HTML 180K
44: R27 Goodwill and Other Intangible Assets (Tables) HTML 146K
45: R28 Leases (Tables) HTML 112K
46: R29 Restructuring, Impairment and Other Charges HTML 211K
(Tables)
47: R30 Retirement Plans (Tables) HTML 398K
48: R31 Income Taxes (Tables) HTML 341K
49: R32 Debt (Tables) HTML 73K
50: R33 Earnings per Share (Tables) HTML 99K
51: R34 Share-Based Compensation (Tables) HTML 169K
52: R35 Comprehensive Income (Tables) HTML 212K
53: R36 Segment Information (Tables) HTML 270K
54: R37 Geographic Area Information (Tables) HTML 141K
55: R38 Overview, Basis of Presentation and Significant HTML 130K
Accounting Policies - Additional Information
(Details)
56: R39 Overview, Basis of Presentation and Significant HTML 41K
Accounting Policies - Components of Inventories
(Details)
57: R40 Overview, Basis of Presentation and Significant HTML 48K
Accounting Policies - Components of Company's
Property, Plant and Equipment (Details)
58: R41 Overview, Basis of Presentation and Significant HTML 41K
Accounting Policies -Summary of Realized and
Unrealized Gains on Equity Securities Recorded in
Investment and Other Income in Consolidated
Statements of Operations (Details)
59: R42 Overview, Basis of Presentation and Significant HTML 53K
Accounting Policies -Schedule of Accrued
Liabilities (Details)
60: R43 Overview, Basis of Presentation and Significant HTML 48K
Accounting Policies - Summary of Current Expected
Credit Loss Reserve (Details)
61: R44 Overview, Basis of Presentation and Significant HTML 40K
Accounting Policies - Summary of Current Expected
Credit Loss Reserve (Parenthetical) (Details)
62: R45 Revenue - Additional Information (Details) HTML 42K
63: R46 Revenue - Schedule of Disaggregation of Revenue HTML 65K
between Tech-Enabled Services, Software Solutions
and Print and Distribution by Reportable Segment
(Details)
64: R47 Revenue - Changes in Contract Liabilities HTML 40K
(Details)
65: R48 Acquisitions and Dispositions - Additional HTML 69K
Information (Details)
66: R49 Goodwill and Other Intangible Assets - Additional HTML 54K
Information (Details)
67: R50 Goodwill and Other Intangible Assets - Balances of HTML 54K
Goodwill by Segment (Details)
68: R51 Goodwill and Other Intangible Assets - Components HTML 53K
of Other Intangible Assets (Detail)
69: R52 Goodwill and Other Intangible Assets - Components HTML 42K
of Other Intangible Assets (Parenthetical)
(Detail)
70: R53 Goodwill and Other Intangible Assets - Schedule of HTML 50K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
71: R54 Leases - Additional Information (Details) HTML 47K
72: R55 Leases - Summary of Components of Net Lease HTML 40K
Expense (Details)
73: R56 Leases - Summary of Company's Lease Liabilities in HTML 42K
Condensed Consolidated Balance Sheets (Details)
74: R57 Leases - Summary of Other Information Related to HTML 47K
Operating Leases (Details)
75: R58 Leases - Summary of Maturities of Lease HTML 53K
Liabilities for Operating Leases (Details)
76: R59 Restructuring, Impairment and Other Charges - HTML 69K
Schedule of Restructuring, Impairment and Other
Charges by Segment Recognized in Results of
Operations (Details)
77: R60 Restructuring, Impairment and Other Charges - HTML 65K
Additional Information (Details)
78: R61 Restructuring, Impairment and Other Charges - HTML 46K
Schedule of Changes in the Employee Terminations
Liability (Details)
79: R62 Retirement Plans - Additional Information HTML 71K
(Details)
80: R63 Retirement Plans - Components of Estimated Net HTML 59K
Periodic Benefit (Income)/Cost (Detail)
81: R64 Retirement Plans - Reconciliation of Funded Status HTML 80K
(Details)
82: R65 Retirement Plans - Amount Recognized on HTML 48K
Consolidated and Combined Balance Sheets (Details)
83: R66 Retirement Plans - Amounts in Accumulated Other HTML 40K
Comprehensive Loss (Details)
84: R67 Retirement Plans - Amounts Recognized in Other HTML 54K
Comprehensive Income (Loss) (Details)
85: R68 Retirement Plans - Weighted Average Assumptions HTML 42K
Used to Determine Benefit Obligation (Details)
86: R69 Retirement Plans - Expected Benefit Payments HTML 51K
(Details)
87: R70 Retirement Plans - Allocation of Plan Assets, HTML 63K
Pension Plan (Details)
88: R71 Commitments and Contingencies - Additional HTML 64K
Information (Details)
89: R72 Income Taxes - Components of (Loss) Earnings from HTML 44K
Operations Before Income Taxes (Details)
90: R73 Income Taxes - Components of Income Tax Expense HTML 64K
(Benefit) from Operations (Details)
91: R74 Income Taxes - Reconciliation from U.S. Federal HTML 70K
Statutory Tax Rate to Effective Tax Rate (Details)
92: R75 Income Taxes - Additional Information (Details) HTML 55K
93: R76 Income Taxes - Schedule of Significant Deferred HTML 75K
Tax Assets and Liabilities (Details)
94: R77 Income Taxes - Schedule of Significant Deferred HTML 38K
Tax Assets and Liabilities (Parenthetical)
(Details)
95: R78 Income Taxes - Schedule of Transactions Affecting HTML 42K
Valuation Allowance on Deferred Tax Assets
(Details)
96: R79 Income Taxes - Unrecognized Tax Benefits (Details) HTML 45K
97: R80 Debt - Schedule of the Company's Debt (Details) HTML 43K
98: R81 Debt - Schedule of the Company's Debt HTML 39K
(Parenthetical) (Details)
99: R82 Debt - Additional Information (Details) HTML 81K
100: R83 Debt - Summary of Net Interest Expense (Details) HTML 42K
101: R84 Earnings per Share - Reconciliation of Numerator HTML 70K
and Denominator of Basic and Diluted Earnings per
Share Calculation and Anti-dilutive Share-based
Awards (Detail)
102: R85 Share-Based Compensation - Additional Information HTML 94K
(Details)
103: R86 Share-Based Compensation - Summary of Annual HTML 45K
Weighted-Average Assumptions (Details)
104: R87 Share-Based Compensation - Summary of Stock Option HTML 71K
Awards Outstanding (Details)
105: R88 Share-Based Compensation - Summary of Nonvested HTML 56K
Restricted Stock Unit Awards (Details)
106: R89 Share-Based Compensation - Summary of Nonvested HTML 56K
Performance Share Units (Details)
107: R90 Capital Stock - Additional Information (Details) HTML 60K
108: R91 Comprehensive Income - Schedule of Components of HTML 49K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
109: R92 Comprehensive Income - Schedule of Changes in HTML 64K
Accumulated Other Comprehensive Loss (Details)
110: R93 Comprehensive Income - Schedule of Changes in HTML 44K
Accumulated Other Comprehensive Loss
(Parenthetical) (Details)
111: R94 Comprehensive Income - Reclassifications from HTML 49K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
112: R95 Segment Information - Additional Information HTML 38K
(Details)
113: R96 Segment Information - Schedule of Segment HTML 86K
Reporting Information (Details)
114: R97 Segment Information - Schedule of Corporate Assets HTML 49K
(Details)
115: R98 Geographic Area Information - Schedule of Net HTML 56K
Sales and Long-lived Assets by Geographic Region
(Details)
117: XML IDEA XML File -- Filing Summary XML 222K
17: XML XBRL Instance -- dfin-10k_20201231_htm XML 6.30M
116: EXCEL IDEA Workbook of Financial Reports XLSX 159K
13: EX-101.CAL XBRL Calculations -- dfin-20201231_cal XML 309K
14: EX-101.DEF XBRL Definitions -- dfin-20201231_def XML 865K
15: EX-101.LAB XBRL Labels -- dfin-20201231_lab XML 1.79M
16: EX-101.PRE XBRL Presentations -- dfin-20201231_pre XML 1.49M
12: EX-101.SCH XBRL Schema -- dfin-20201231 XSD 245K
118: JSON XBRL Instance as JSON Data -- MetaLinks 557± 888K
119: ZIP XBRL Zipped Folder -- 0001564590-21-008822-xbrl Zip 463K
Exhibit 10.31
DONNELLEY FINANCIAL SOLUTIONS, INC.
PERFORMANCE UNIT AWARD (2016 PIP)
This Performance Unit Award (“Award”) is granted as of XXXX (the “Grant Date”), by Donnelley Financial Solutions, Inc. (the “Company”) to XXXX (“Grantee”).
1.Grant of Award. This Award is granted as an incentive for Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee XXXX stock units (the “Performance Units”) (which number shall represent target achievement of the Performance Condition (as defined below)), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Donnelley Financial Solutions 2016 Performance Incentive Plan (“2016 PIP”). Capitalized terms not defined herein shall have the meanings specified in the 2016 PIP.
2.Determination of Achievement; Distribution of Award.
(a)The number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) payable in respect of the Performance Units will be determined according to the attainment of the performance condition or conditions as established by the Committee and set forth on Exhibit A hereto (each, a “Performance Condition”) for the applicable performance period (the “Performance Period”) as established by the Committee and set forth on Exhibit A. The Committee shall determine and certify the attainment of each Performance Condition after the applicable Performance Period.
(b)Distribution with respect to this Award shall be made to Grantee as soon as practicable following the determination of the achievement of the Performance Condition as described in (a) above, but no later than 60 days thereafter. Distribution of this Award may be made in Common Stock, cash (based upon the fair market value of the Common Stock on the date of distribution) or any combination thereof as determined by the Committee.
3.Dividends; Voting.
(a)No dividends or dividend equivalents will accrue with respect to the Performance Units.
(b)Grantee shall have no right to vote shares of common stock represented by the Performance Units unless and until distribution with respect to this Award is made in Common Stock pursuant to paragraph 2(b) above.
4.Treatment upon Separation or Termination.
(a)Notwithstanding any other agreement with Grantee to the contrary, if Grantee’s employment terminates by reason of death or Disability (as defined in the applicable Company long-term disability policy as in effect at the time of Grantee’s disability), a pro rata portion of any unvested Performance Units shall vest and become payable, based the on attainment of each Performance Condition at target performance level with respect to each open Performance Period.
(b)Subject to paragraph 5 below and the terms and conditions of any employment agreement between Grantee and the Company, if Grantee’s employment terminates for any reason other than as set forth above, any unvested Performance Units shall be forfeited.
5.Treatment upon Change in Control.
(a)Notwithstanding any other agreement with Grantee to the contrary, upon the date of a Change in Control, each Performance Condition shall be deemed met at the target performance level with respect to each open Performance Period. Such Performance Units will continue to remain subject to time-based vesting until the end of the Performance Period; provided, however, that if on or within three months prior to or two years after the date of such Change in Control, Grantee’s employment is terminated by the Company or any successor entity thereto without Cause (as defined below), or Grantee resigns his or her employment with Good Reason (as defined below), all of the Performance Units earned pursuant to this paragraph 5 shall immediately vest and become payable as of the date of such termination of employment. Unless otherwise defined in Grantee’s employment agreement or other arrangement with the Company, “Cause” and “Good Reason” shall have the meanings ascribed to them below.
“Cause” means (i) Grantee’s willful and continued failure to perform substantially his or her duties with the Company (other than any such failure resulting from Grantee’s incapacity due to physical or mental illness or any such failure subsequent to Grantee’s being delivered a notice of termination without Cause) after a written demand for substantial performance is delivered to Grantee by the Group President, the Chief Executive Officer, or the Board that identifies the manner in which Grantee has not performed his or her duties, (ii) Grantee’s willful engaging in conduct which is demonstrably and materially injurious (monetarily or otherwise) to the business, reputation, character or community standing of the Company, (iii) conviction of or the pleading of nolo contendere with regard to a felony or any crime involving fraud, dishonesty or moral turpitude, or (iv) a refusal or failure to attempt in good faith to follow the written direction of the Group President, the Chief Executive Officer, or the Board (provided that such written direction is consistent with Grantee’s duty and station) promptly upon receipt of such written direction. For the purposes of this definition, no act or failure to act by Grantee shall be considered “willful” unless done or omitted to be done by Grantee in bad faith and without reasonable belief that Grantee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by Grantee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Company shall provide Grantee with a reasonable amount of time, after a notice and demand for substantial performance is delivered to Grantee, to cure any such failure to perform, and if such failure is so cured within a reasonable time (which shall be no less than thirty (30) days) thereafter, such failure shall not be deemed to have occurred.
“Good Reason” means, without Grantee’s express written consent, the occurrence of any of the following events: (i) a change in Grantee’s duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of Grantee’s duties, responsibilities or status with the Company (other than a temporary change that results from or relates to Grantee’s incapacitation due to physical or mental illness), (ii) a reduction by the Company in Grantee’s rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time, (iii) any requirement of the Company that Grantee’s office be more than seventy-five (75) miles from Grantee’s then-primary work location, or (iv) any material breach by the Company of any employment agreement between Grantee and the Company. Notwithstanding the foregoing, a Good Reason event shall not be deemed to have occurred if the Company cures such action, failure or breach within thirty (30) days after receipt of notice thereof given by Grantee. Grantee’s right to terminate employment for Good Reason shall not be affected by Grantee’s incapacities due to mental or physical illness and Grantee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Grantee must provide notice of termination of employment within ninety (90) days following Grantee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.
(b)In the event that, in connection with a Change in Control, shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, are substituted, pursuant to Section 3(d)(i) of Article VI of the Plan, for some or all of the shares of common stock subject to the Stock Units granted hereunder (the “Replaced Award”), an award evidencing such substitution shall satisfy the terms and conditions to qualify as a Replacement Award. Such substituted award constitutes a “Replacement Award” if: (i) it is of the same type as the Replaced Award after taking into account any vesting of the Replaced Award in connection with the Change in Control (or, if it is of a different type as the Replaced Award (such as a deferred cash equivalent award), the Committee, as constituted immediately prior to the Change in Control, finds such type acceptable); (ii) it has a value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities listed on a U.S. national securities exchange of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, except in the case of a Replacement Award granted in the form of a deferred cash equivalent award; (iv) its terms and conditions comply with Section 3(d)(i) of Article VI of the Plan; and (v) its other terms and conditions are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including any provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the foregoing conditions are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Replaced Awards and Replacement Awards that are options or SARs by reference to either their intrinsic value or their fair value.
6.Withholding Taxes
(a)As a condition precedent to the issuance to Grantee of any shares of Common Stock pursuant to this Award, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee.
(b)Grantee may elect to satisfy his obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, or (3) directing the Company to withhold a number of shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or any combination of (1)-(3). Any fraction of a share of Common Stock that would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date, or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.
7.Miscellaneous
(a)The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will use reasonable efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.
(b)Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with the right of the Company to terminate Grantee’s employment at any time.
(c)No interest shall accrue at any time on this Award or the Performance Units.
(d)This Award shall be governed in accordance with the laws of the state of Delaware.
(e)This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.
(f)Neither this Award nor the Performance Units nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.
(g)The Committee, as from time to time constituted, shall have the right to determine any questions that arise in connection with this Agreement or the Performance Units. This Agreement and the Performance Units are subject to the provisions of the 2016 PIP and shall be interpreted in accordance therewith.
(h)If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of the Grantee’s Employment Agreement, the terms and conditions of the Grantee’s Employment Agreement shall control.
(i)Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.
DONNELLEY FINANCIAL SOLUTIONS, INC.
By:
Name: Kirk Williams
Title: Chief Human Resources Officer
All of the terms of this Award are accepted as of this ____ day of _________, 2021.
___________________________
Grantee: