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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/18 Donnelley Fin’l Solutions, Inc. 10-K 12/31/17 131:28M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.70M
3: EX-10 Ex-10.22 HTML 55K
2: EX-10 Ex-10.5 HTML 45K
5: EX-21 Ex-21.1 HTML 43K
6: EX-23 Ex-23.1 HTML 36K
7: EX-24 Ex-24.1 HTML 43K
4: EX-12 Ex-12.1 HTML 60K
8: EX-31 Ex-31.1 HTML 44K
9: EX-31 Ex-31.2 HTML 44K
10: EX-32 Ex-32.1 HTML 39K
11: EX-32 Ex-32.2 HTML 39K
18: R1 Document and Entity Information HTML 66K
19: R2 Consolidated and Combined Statements of Operations HTML 94K
20: R3 Consolidated and Combined Statements of HTML 55K
Comprehensive Income
21: R4 Consolidated Balance Sheets HTML 129K
22: R5 Consolidated Balance Sheets (Parenthetical) HTML 55K
23: R6 Consolidated and Combined Statements of Cash Flows HTML 145K
24: R7 Consolidated and Combined Statements of Cash Flows HTML 39K
(Parenthetical)
25: R8 Consolidated and Combined Statements of Equity HTML 102K
26: R9 Overview and Basis of Presentation HTML 58K
27: R10 Significant Accounting Policies HTML 68K
28: R11 Restructuring, Impairment and Other Charges HTML 227K
29: R12 Goodwill and Other Intangible Assets HTML 141K
30: R13 Accounts Receivable HTML 61K
31: R14 Inventories HTML 54K
32: R15 Property, Plant and Equipment HTML 61K
33: R16 Accrued Liabilities HTML 60K
34: R17 Commitments and Contingencies HTML 55K
35: R18 Retirement Plans HTML 374K
36: R19 Income Taxes HTML 329K
37: R20 Debt HTML 111K
38: R21 Earnings per Share HTML 104K
39: R22 Share-Based Compensation HTML 190K
40: R23 Preferred Stock HTML 39K
41: R24 Comprehensive Income HTML 221K
42: R25 Segment Information HTML 325K
43: R26 Geographic Area and Products and Services HTML 187K
Information
44: R27 Related Parties HTML 75K
45: R28 New Accounting Pronouncements HTML 48K
46: R29 Guarantor Financial Information HTML 1.45M
47: R30 Significant Accounting Policies (Policies) HTML 112K
48: R31 Restructuring, Impairment and Other Charges HTML 222K
(Tables)
49: R32 Goodwill and Other Intangible Assets (Tables) HTML 143K
50: R33 Accounts Receivable (Tables) HTML 61K
51: R34 Inventories (Tables) HTML 55K
52: R35 Property, Plant and Equipment (Tables) HTML 60K
53: R36 Accrued Liabilities (Tables) HTML 59K
54: R37 Commitments and Contingencies (Tables) HTML 51K
55: R38 Retirement Plans (Tables) HTML 375K
56: R39 Income Taxes (Tables) HTML 319K
57: R40 Debt (Tables) HTML 100K
58: R41 Earnings per Share (Tables) HTML 100K
59: R42 Share-Based Compensation (Tables) HTML 168K
60: R43 Comprehensive Income (Tables) HTML 225K
61: R44 Segment Information (Tables) HTML 324K
62: R45 Geographic Area and Products and Services HTML 190K
Information (Tables)
63: R46 Related Parties (Tables) HTML 53K
64: R47 Guarantor Financial Information - (Tables) HTML 1.44M
65: R48 Overview and Basis of Presentation - Additional HTML 101K
Information (Details)
66: R49 Significant Accounting Policies - Additional HTML 80K
Information (Detail)
67: R50 Restructuring, Impairment and Other Charges - HTML 65K
Schedule of Restructuring, Impairment and Other
Charges Recognized in Results of Operations
(Details)
68: R51 Restructuring, Impairment and Other Charges - HTML 50K
Additional Information (Details)
69: R52 Restructuring, Impairment and Other Charges - HTML 59K
Schedule of Changes in the Restructuring Reserve
(Details)
70: R53 Restructuring, Impairment and Other Charges - HTML 45K
Restructuring Reserve - Additional Information
(Details)
71: R54 Goodwill and Other Intangible Assets - Schedule of HTML 49K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
72: R55 Goodwill and Other Intangible Assets - Components HTML 52K
of Other Intangible Assets (Detail)
73: R56 Goodwill and Other Intangible Assets - Additional HTML 40K
Information (Details)
74: R57 Goodwill and Other Intangible Assets - Schedule of HTML 52K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
75: R58 Accounts Receivable - Transactions Affecting HTML 45K
Allowance for Doubtful Accounts (Details)
76: R59 Inventories - Components of Inventories (Details) HTML 48K
77: R60 Property, Plant and Equipment - Components of HTML 52K
Company's Property, Plant and Equipment (Details)
78: R61 Property, Plant and Equipment - Additional HTML 39K
Information (Details)
79: R62 Accrued Liabilities - Components of Accrued HTML 53K
Liabilities (Detail)
80: R63 Commitments and Contingencies - Additional HTML 52K
Information (Detail)
81: R64 Commitments and Contingencies - Future Minimum HTML 55K
Rental Commitments Under Operating Lease (Detail)
82: R65 Retirement Plans - Additional Information HTML 99K
(Details)
83: R66 Retirement Plans - Components of Estimated Net HTML 60K
Pension Plan Income (Detail)
84: R67 Retirement Plans - Reconciliation of Funded Status HTML 79K
(Details)
85: R68 Retirement Plans - Amount Recognized on HTML 51K
Consolidated and Combined Balance Sheets (Details)
86: R69 Retirement Plans - Amounts in Accumulated Other HTML 46K
Comprehensive Loss (Details)
87: R70 Retirement Plans - Amounts Recognized in Other HTML 49K
Comprehensive Income (Loss) (Details)
88: R71 Retirement Plans - Schedule of Accumulated Other HTML 42K
Comprehensive Loss Expected to Recognized as
Components of Net Periodic Benefit Costs (Details)
89: R72 Retirement Plans - Weighted Average Assumptions HTML 43K
Used to Determine Benefit Obligation (Details)
90: R73 Retirement Plans - Summary of Projected Benefit HTML 43K
Obligations in Excess of Plan Assets (Details)
91: R74 Retirement Plans - Expected Benefit Payments HTML 55K
(Details)
92: R75 Retirement Plans - Allocation of Plan Assets, HTML 64K
Pension Plan (Details)
93: R76 Income Taxes - Components of Earnings From HTML 45K
Operations Before Income Taxes (Detail)
94: R77 Income Taxes - Components of Income Tax Expense HTML 69K
(Benefit) From Operations (Detail)
95: R78 Income Taxes - Reconciliation From U.S. Federal HTML 71K
Statutory Tax Rate to Effective Tax Rate (Detail)
96: R79 Income Taxes - Additional Information (Detail) HTML 103K
97: R80 Income Taxes - Schedule of Significant Deferred HTML 74K
Tax Assets And Liabilities (Detail)
98: R81 Income Taxes - Schedule of Transactions Affecting HTML 48K
Valuation Allowance on Deferred Tax Assets
(Detail)
99: R82 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 49K
100: R83 Debt - Additional Information (Details) HTML 126K
101: R84 Debt - Schedule of the Company's Debt (Details) HTML 61K
102: R85 Debt - Schedule of the Company's Debt HTML 43K
(Parenthetical) (Details)
103: R86 Debt - Schedule of Future Maturities of Debt HTML 51K
(Details)
104: R87 Debt - Schedule of Future Maturities of Debt HTML 41K
(Parenthetical) (Details)
105: R88 Debt - Summary of Interest Expense (Details) HTML 43K
106: R89 Earnings per Share - Additional Information HTML 58K
(Detail)
107: R90 Earnings per Share - Reconciliation of Numerator HTML 64K
and Denominator of Basic and Diluted Earnings per
Share Calculation and Anti-dilutive Share-based
Awards (Detail)
108: R91 Share-Based Compensation - Additional Information HTML 123K
(Details)
109: R92 Share-Based Compensation - Summary of HTML 48K
Weighted-average Assumptions Used to Determine the
Weighted-average Fair Market Value of the Stock
Options Granted (Details)
110: R93 Share-Based Compensation - Summary of Stock Option HTML 92K
Awards Outstanding (Details)
111: R94 Share-Based Compensation - Summary of Nonvested HTML 60K
Restricted Stock Unit Awards (Details)
112: R95 Share-Based Compensation - Summary of Nonvested HTML 49K
Restricted Stock Awards (Details)
113: R96 Preferred Stock - Additional Information (Details) HTML 41K
114: R97 Comprehensive Income - Schedule of Components of HTML 53K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
115: R98 Comprehensive Income - Schedule of Changes in HTML 63K
Accumulated Other Comprehensive Loss (Details)
116: R99 Comprehensive Income - Reclassifications from HTML 51K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
117: R100 Segment Information - Schedule of Segment HTML 70K
Reporting Information (Details)
118: R101 Segment Information - Schedule of Corporate Assets HTML 53K
(Details)
119: R102 Geographic Area and Products and Services HTML 56K
Information - Schedule of Net Sales and Long-lived
Assets by Geographic Region (Details)
120: R103 Geographic Area and Products and Services HTML 52K
Information - Summary of Net Sales for Services
and Products (Details)
121: R104 Related Parties - Additional Information (Details) HTML 115K
122: R105 Related Parties - Schedule of Allocation of HTML 46K
Expenses Reflected in Unaudited Condensed
Consolidated and Combined Financial Statements
(Details)
123: R106 Guarantor Financial Information - Additional HTML 40K
Information (Details)
124: R107 Guarantor Financial Information - Condensed HTML 124K
Consolidating Statements of Operations (Details)
125: R108 Guarantor Financial Information - Condensed HTML 171K
Consolidating Balance Sheet (Details)
126: R109 Guarantor Financial Information - Condensed HTML 135K
Consolidating Statements of Cash Flows (Details)
127: R110 Guarantor Financial Information - Condensed HTML 40K
Consolidating Statements of Cash Flows
(Parenthetical) (Details)
129: XML IDEA XML File -- Filing Summary XML 245K
17: XML XBRL Instance -- dfin-10k_20171231_htm XML 9.03M
128: EXCEL IDEA Workbook of Financial Reports XLSX 149K
13: EX-101.CAL XBRL Calculations -- dfin-20171231_cal XML 320K
14: EX-101.DEF XBRL Definitions -- dfin-20171231_def XML 1.05M
15: EX-101.LAB XBRL Labels -- dfin-20171231_lab XML 1.69M
16: EX-101.PRE XBRL Presentations -- dfin-20171231_pre XML 1.59M
12: EX-101.SCH XBRL Schema -- dfin-20171231 XSD 251K
130: JSON XBRL Instance as JSON Data -- MetaLinks 484± 831K
131: ZIP XBRL Zipped Folder -- 0001564590-18-003788-xbrl Zip 419K
Exhibit 10.22
DONNELLEY FINANCIAL SOLUTIONS, INC.
PERFORMANCE UNIT AWARD (2016 PIP)(adopted on February15, 2018)
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. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.
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.
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NY12533:173045.4
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. 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
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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.
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.
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(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.
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(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.
IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.
DONNELLEY FINANCIAL SOLUTIONS, INC.
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Name: |
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Diane Bielawski |
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Chief Human Resources Officer |
All of the terms of this Award are accepted as of this ____ day of _________, 20XX.
___________________________
Grantee:
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