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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/20 National Oilwell Varco Inc 10-Q 3/31/20 80:10M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 941K
2: EX-10.17 Material Contract HTML 55K
7: EX-95 Mine-Safety Disclosure HTML 46K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
26: R1 Document and Entity Information HTML 76K
53: R2 Consolidated Balance Sheets (Unaudited) HTML 127K
75: R3 Consolidated Balance Sheets (Unaudited) HTML 32K
(Parenthetical)
33: R4 Consolidated Statements of Income (Loss) HTML 98K
(Unaudited)
24: R5 Consolidated Statements of Comprehensive Loss HTML 46K
(Unaudited)
52: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 114K
74: R7 Consolidated Statements of Stockholders' Equity HTML 66K
(Unaudited)
35: R8 Consolidated Statements of Stockholders' Equity HTML 25K
(Unaudited) (Parenthetical)
21: R9 Basis of Presentation HTML 28K
58: R10 Inventories, net HTML 52K
79: R11 Accrued Liabilities HTML 65K
38: R12 Accumulated Other Comprehensive Loss HTML 161K
28: R13 Segments HTML 124K
59: R14 Revenue HTML 239K
80: R15 Leases HTML 68K
39: R16 Debt HTML 54K
29: R17 Income Taxes HTML 27K
60: R18 Stock-Based Compensation HTML 32K
78: R19 Derivative Financial Instruments HTML 227K
45: R20 Net Income (Loss) Attributable to Company Per HTML 73K
Share
14: R21 Cash Dividends HTML 27K
61: R22 Asset Impairments HTML 124K
67: R23 Commitments and Contingencies HTML 39K
46: R24 New Accounting Pronouncements HTML 29K
15: R25 Basis of Presentation (Policies) HTML 36K
63: R26 Inventories, net (Tables) HTML 53K
68: R27 Accrued Liabilities (Tables) HTML 63K
44: R28 Accumulated Other Comprehensive Loss (Tables) HTML 160K
16: R29 Segments (Tables) HTML 124K
32: R30 Revenue (Tables) HTML 236K
41: R31 Leases (Tables) HTML 66K
77: R32 Debt (Tables) HTML 53K
57: R33 Derivative Financial Instruments (Tables) HTML 223K
31: R34 Net Income (Loss) Attributable to Company Per HTML 70K
Share (Tables)
40: R35 Asset Impairments (Tables) HTML 110K
76: R36 Inventories, net - Inventories (Detail) HTML 40K
56: R37 Accrued Liabilities - Accrued Liabilities (Detail) HTML 51K
30: R38 Accumulated Other Comprehensive Loss - Components HTML 45K
of Accumulated Other Comprehensive Loss (Detail)
42: R39 Accumulated Other Comprehensive Loss - Components HTML 43K
of Amounts Reclassified from Accumulated Other
Comprehensive Income (Loss) (Detail)
19: R40 Accumulated Other Comprehensive Loss - Additional HTML 32K
Information (Detail)
48: R41 Segments - Operating Segments (Detail) HTML 49K
71: R42 Segments - Additional Information (Detail) HTML 36K
66: R43 Revenue - Summary of Disaggregate Revenue by HTML 78K
Destinations (Detail)
18: R44 Revenue - Additional Information (Detail) HTML 27K
47: R45 Revenue - Additional Information (Detail 1) HTML 32K
70: R46 Revenue - Summary of Changes in Net Carrying HTML 46K
Amount of Contract Assets and Contract Liabilities
(Detail)
65: R47 Leases - Schedule of Components of Leases (Detail) HTML 36K
17: R48 Debt - Debt (Detail) HTML 38K
50: R49 Debt - Debt (Parenthetical) (Detail) HTML 38K
36: R50 Debt - Additional Information (Detail) HTML 72K
22: R51 Income Taxes - Additional Information (Detail) HTML 35K
54: R52 Stock-Based Compensation - Additional Information HTML 81K
(Detail)
72: R53 Derivative Financial Instruments - Outstanding HTML 32K
Foreign Currency Forward Contracts (Detail)
37: R54 Derivative Financial Instruments - Additional HTML 30K
Information (Detail)
23: R55 Derivative Financial Instruments - Derivative HTML 50K
Instruments and their Balance Sheet
Classifications (Detail)
55: R56 Net Income (Loss) Attributable to Company Per HTML 48K
Share - Computation of Weighted Average Basic and
Diluted Shares Outstanding (Detail)
73: R57 Net Income (Loss) Attributable to Company Per HTML 25K
Share - Additional Information (Detail)
34: R58 Cash Dividends - Additional Information (Detail) HTML 34K
25: R59 Asset Impairments - Additional Information HTML 72K
(Detail)
64: R60 Asset Impairments - Goodwill Identified, by HTML 42K
Segment (Detail)
69: R61 Asset Impairments - Goodwill Identified, by HTML 25K
Segment (Parenthetical) (Detail)
51: R62 Asset Impairments - Identified Intangible Assets, HTML 43K
by Segment (Detail)
20: R63 New Accounting Pronouncements - Additional HTML 28K
Information (Detail)
27: XML IDEA XML File -- Filing Summary XML 143K
49: XML XBRL Instance -- nov-10q_20200331_htm XML 2.78M
13: EXCEL IDEA Workbook of Financial Reports XLSX 72K
9: EX-101.CAL XBRL Calculations -- nov-20200331_cal XML 162K
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11: EX-101.LAB XBRL Labels -- nov-20200331_lab XML 1.04M
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Exhibit 10.17
NATIONAL OILWELL VARCO, INC.
2018 LONG-TERM INCENTIVE PLAN
Performance Award Agreement
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Grantee: |
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Date of Grant: February 25, 2020 |
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“Target Level” Shares that may be earned: |
TSR Based Award: ____________ NVA Based Award: ___________ |
1.Notice of Grant. National Oilwell Varco, Inc. (the “Company”) is pleased to notify you that you have been granted a Performance Award (“Award”) equal to the above aggregate number of shares of Common Stock of the Company pursuant to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Agreement. For any employment agreement, the Award referenced herein will be considered “performance-based restricted stock.”
2.Performance Period and Performance Criteria. The Award’s performance period (“Performance Period”) and criteria (“Performance Criteria”) are set forth in Exhibit A to this Agreement. The Performance Criteria have been established by the Committee, which shall determine and certify whether such criteria have been satisfied.
3.Payment.
(a)Subject to the provisions of this Agreement and the Plan, following the end of the Performance Period, you shall be entitled to receive a payment of a number of shares of Common Stock of the Company based on the level of achievement of the Performance Criteria set forth on Exhibit A hereto during the Performance Period, as determined and certified by the Committee in writing, such number of shares not to exceed the maximum level of shares set forth on Exhibit A. The payment of such number of shares shall be made not earlier than January 1, 2023 and not later than March 15, 2023 or such other time as complies with Code Section 409A. If it is subsequently determined by the Committee, in its sole discretion, that the terms and conditions of this Agreement and/or the Plan are not compliant with Code Section 409A, or any Treasury regulations or Internal Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may be amended accordingly.
(b)Distributions on a share of Common Stock (including dividends) underlying the Award shall accrue and be held by the Company without interest until the Award with respect to which the distribution was made becomes vested or is forfeited and then paid to you or forfeited, as the case may be.
(c)Change of Control. In the event of your Involuntary Termination (as defined below), the Performance Criteria for the full Performance Period shall be deemed satisfied at the target level. The Committee shall certify that such Performance Criteria
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HOU:0015379/00063:1666525v5 |
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have been satisfied at such level and provide for the payment of the target level of shares of Common Stock at or prior to your Involuntary Termination. As used in this paragraph, "Involuntary Termination" means your termination from employment with the Company on or within twelve months following a Change of Control (as defined in the Plan) that is either (i) initiated by the Company for reasons other than (a) your gross negligence or willful misconduct in the performance of your duties with the Company or (b) your final conviction of a felony or a misdemeanor involving moral turpitude, or (ii) initiated by you after (a) a reduction by the Company of your authority, duties or responsibilities immediately prior to the Change of Control (excluding for this purpose (A) an insubstantial reduction of such authorities, duties or responsibilities or an insubstantial reduction of your offices, titles and reporting requirements, or (B) an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you), (b) a reduction of your base salary or total compensation as in effect immediately prior to the Change of Control (total compensation means for this purpose: base salary, participation in an annual bonus plan, and participation in a long-term incentive plan), or (c) your transfer, without your express written consent, to a location which is outside the general metropolitan area in which your principal place of business immediately prior to the Change of Control may be located or the Company's requiring you to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control.
(d)Disability. If your employment with the Company terminates by reason of a disability that entitles you to benefits under the Company’s long-term disability plan, as determined in the sole discretion of the Company, the Performance Criteria for the full Performance Period shall be deemed satisfied at the target level. The Committee shall certify that such Performance Criteria have been satisfied at such level and provide for the payment of the target level of shares of Common Stock based on the date of termination.
(e)Death. If you die while in the employ of the Company, the Performance Criteria for the full Performance Period shall be deemed satisfied at the target level. The Committee shall certify that such Performance Criteria have been satisfied at such level and provide for the payment of the target level of shares of Common Stock based on the date of death.
(f)Subject to the terms of any applicable employment agreement or severance agreement, upon termination of your employment for any reason other than as provided in subparagraphs (c), (d), and (e) above, the Award shall be automatically cancelled and forfeited without payment.
4.Status of Shares of Common Stock. You agree that any shares of Common Stock distributed to you pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. You also agree that (a) any certificates representing such shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and (b) the Company may refuse to register the transfer of such shares on the stock transfer records of the Company, and may give related instructions to its transfer
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HOU:0015379/00063:1666525v5 |
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agent, if any, to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law. In the Company’s sole discretion, any shares of Common Stock distributed to you pursuant to this Agreement may be evidenced by an electronic book entry account in your name created by the Company’s transfer agent. You shall not have any voting rights with respect to any share of Common Stock underlying the Award until such share is distributed to you in accordance with the terms of this Agreement.
5.Entire Agreement; Governing Law. The Award shall be governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Texas.
6.Withholding of Tax. To the extent that payment of the Award results in compensation income to you for federal or state income tax purposes, the Company shall withhold from any shares of Common Stock distributable to you under this Agreement a number of such shares having an aggregate fair market value that does not exceed the amount of taxes required to be withheld by reason of such resulting compensation income, unless you, at your option, deliver to the Company such amount of money as the Company may require to meet its withholding obligations in lieu of the withholding of shares of Common Stock. No delivery of shares of Common Stock shall be made under this Agreement until the applicable tax withholding requirements of the Company related to the payment of the Award have been satisfied in full.
7.Forfeiture in Certain Circumstances (“Clawback”). The Committee may, at its sole discretion, terminate this Award if it determines that you have violated the Company’s Clawback Policy.
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HOU:0015379/00063:1666525v5 |
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Performance Period and Criteria
Performance Period: January 1, 2020 to December 31, 2022
Performance Criteria:
The Award is divided into two independent pieces: one in which any payment is determined based on relative performance using Total Shareholder Return (“TSR”) (the “TSR Based Award”) and one in which any payment is determined based on performance against the Company’s returns on capital metric, National Oilwell Varco Value Added (“NVA”) (the “NVA Based Award”). Subject to the Absolute TSR Collar, no portion of the TSR Based Award will be earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria for the TSR Based Award as described below. No portion of the NVA Based Award will be earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria for the NVA Based Award as described below. The Company’s performance with respect to the TSR Based Award will not impact any payment earned with respect to the NVA Based Award, and vice versa.
TSR Based Award:
This piece of the Award is based on the Company’s relative TSR performance as measured against the TSR of the constituents of the OSX Index. The composition of the OSX comparator group shall be based on the companies listed in the OSX Index on December 31, 2022. Such comparison will be based on a percentile approach as detailed below with any payment based on linear interpolation between threshold and maximum levels. TSR for the Company and the OSX comparator group to be calculated over the entire 3-year Performance Period (using a 30-day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). TSR calculation to assume reinvestment of dividends. Companies that are not publicly listed during the entire Performance Period shall not be included in the OSX comparator group. Comparator companies that file for bankruptcy or delist at any time during the Performance Period will remain in the OSX comparator group with a TSR that places such companies at the bottom of the percentile rankings. Subject to the Absolute TSR Collar, the Award will be not earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria as described below.
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Level |
Percentile Rank vs. Comparator Group |
Payout Percentage* |
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Maximum |
75th Percentile and above |
200% of Target Level |
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Target |
50th percentile |
100% of Target Level |
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Threshold |
25th percentile |
50% of Target Level |
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Below 25th percentile |
0% |
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* |
Based on the Target Level shares set forth on the first page of this Agreement. |
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HOU:0015379/00063:1666525v5 |
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Absolute TSR Collar Limitation: As detailed below, the TSR Based Award will be subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR over the Performance Period is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the Performance Period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results.
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Annualized 3-year Absolute TSR |
Impact on Final Payout |
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> 15% |
Floor of 50% of Target Level, regardless of relative TSR results |
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0% to 15% |
No adjustment |
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< 0% |
Cap of 100% of Target Level, regardless of relative TSR results |
NVA Based Award:
This piece of the Award is based on the Company’s improvement in NVA (based on the Company’s consolidated financial results) from the beginning of the Performance Period (January 1, 2020) until the end of the Performance Period (December 31, 2022). NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets (as determined by the Committee). The Award will be not earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria as described below. Any payment will be based on linear interpolation between threshold and maximum levels as detailed below.
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Level |
NVA: Absolute NVA Performance |
Payout Percentage* |
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Maximum |
Breakeven ($0) NVA |
200% of Target Level |
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Target |
Midpoint NVA of $(145)M |
100% of Target Level |
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Threshold |
Equal to 2019 NVA of $(291)M** |
50% of Target Level |
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Below 2019 NVA of $(291)M |
0% |
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* |
Based on the Target Level for the NVA Based Award set forth on the first page of this Agreement. |
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** |
2019 Actual NVA as adjusted in the 2020 New Calculation table below, tax rate of 23%, cost of capital of 9%. |
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HOU:0015379/00063:1666525v5 |
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/15/23 | ||||
| 1/1/23 | ||||
| 12/31/22 | ||||
| Filed on: | 4/28/20 | 8-K | ||
| For Period end: | 3/31/20 | |||
| 2/25/20 | 4 | |||
| 1/1/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 NOV Inc. 10-K 12/31/23 114:21M Donnelley … Solutions/FA 2/14/23 NOV Inc. 10-K 12/31/22 117:27M Donnelley … Solutions/FA 4/29/22 NOV Inc. 10-Q 3/31/22 73:9.7M Donnelley … Solutions/FA 2/11/22 NOV Inc. 10-K 12/31/21 114:27M ActiveDisclosure/FA 10/27/21 NOV Inc. 10-Q 9/30/21 73:13M ActiveDisclosure/FA 7/28/21 NOV Inc. 10-Q 6/30/21 72:12M ActiveDisclosure/FA 4/28/21 NOV Inc. 10-Q 3/31/21 73:10M ActiveDisclosure/FA 2/12/21 NOV Inc. 10-K 12/31/20 114:26M ActiveDisclosure/FA 10/27/20 NOV Inc. 10-Q 9/30/20 79:12M ActiveDisclosure/FA |