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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/17 Donnelley Fin’l Solutions, Inc. 10-K 12/31/16 143:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.61M
3: EX-10.12 Material Contract HTML 40K
4: EX-10.13 Material Contract HTML 56K
5: EX-10.15 Material Contract HTML 63K
6: EX-10.21 Material Contract HTML 70K
7: EX-10.22 Material Contract HTML 64K
8: EX-10.23 Material Contract HTML 63K
9: EX-10.25 Material Contract HTML 41K
10: EX-10.26 Material Contract HTML 53K
2: EX-10.6 Material Contract HTML 201K
12: EX-14.1 Code of Ethics HTML 47K
13: EX-21.1 Subsidiaries List HTML 50K
14: EX-23.1 Consent of Experts or Counsel HTML 39K
15: EX-24.1 Power of Attorney HTML 46K
11: EX-12.1 Statement re: Computation of Ratios HTML 61K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 42K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
26: R1 Document and Entity Information HTML 69K
27: R2 Consolidated and Combined Statements of Operations HTML 94K
28: R3 Consolidated and Combined Statements of HTML 59K
Comprehensive Income
29: R4 Consolidated and Combined Balance Sheets HTML 134K
30: R5 Consolidated and Combined Balance Sheets HTML 56K
(Parenthetical)
31: R6 Consolidated and Combined Statements of Cash Flows HTML 144K
32: R7 Consolidated and Combined Statements of Cash Flows HTML 42K
(Parenthetical)
33: R8 Consolidated and Combined Statements of Equity HTML 95K
34: R9 Overview and Basis of Presentation HTML 58K
35: R10 Significant Accounting Policies HTML 72K
36: R11 Business Combinations HTML 49K
37: R12 Restructuring, Impairment and Other Charges HTML 227K
38: R13 Goodwill and Other Intangible Assets HTML 155K
39: R14 Accounts Receivable HTML 64K
40: R15 Inventories HTML 57K
41: R16 Property, Plant and Equipment HTML 64K
42: R17 Accrued Liabilities HTML 65K
43: R18 Commitments and Contingencies HTML 59K
44: R19 Retirement Plans HTML 357K
45: R20 Income Taxes HTML 283K
46: R21 Debt HTML 108K
47: R22 Earnings per Share HTML 105K
48: R23 Share-Based Compensation HTML 138K
49: R24 Preferred Stock HTML 42K
50: R25 Comprehensive Income HTML 229K
51: R26 Segment Information HTML 329K
52: R27 Geographic Area and Products and Services HTML 188K
Information
53: R28 Related Parties HTML 101K
54: R29 New Accounting Pronouncements HTML 58K
55: R30 Guarantor Financial Information HTML 1.37M
56: R31 Significant Accounting Policies (Policies) HTML 117K
57: R32 Restructuring, Impairment and Other Charges HTML 225K
(Tables)
58: R33 Goodwill and Other Intangible Assets (Tables) HTML 155K
59: R34 Accounts Receivable (Tables) HTML 63K
60: R35 Inventories (Tables) HTML 58K
61: R36 Property, Plant and Equipment (Tables) HTML 63K
62: R37 Accrued Liabilities (Tables) HTML 64K
63: R38 Commitments and Contingencies (Tables) HTML 54K
64: R39 Retirement Plans (Tables) HTML 360K
65: R40 Income Taxes (Tables) HTML 285K
66: R41 Debt (Tables) HTML 100K
67: R42 Earnings per Share (Tables) HTML 103K
68: R43 Share-Based Compensation (Tables) HTML 121K
69: R44 Comprehensive Income (Tables) HTML 230K
70: R45 Segment Information (Tables) HTML 322K
71: R46 Geographic Area and Products and Services HTML 192K
Information (Tables)
72: R47 Related Parties (Tables) HTML 82K
73: R48 Guarantor Financial Information - (Tables) HTML 1.37M
74: R49 Overview and Basis of Presentation - Additional HTML 85K
Information (Details)
75: R50 Significant Accounting Policies - Additional HTML 83K
Information (Detail)
76: R51 Business Combinations - Additional Information HTML 55K
(Details)
77: R52 Restructuring, Impairment and Other Charges - HTML 69K
Schedule of Restructuring, Impairment and Other
Charges Recognized in Results of Operations
(Details)
78: R53 Restructuring, Impairment and Other Charges - HTML 59K
Additional Information (Details)
79: R54 Restructuring, Impairment and Other Charges - Fair HTML 46K
Values, Valuation Techniques and Related
Unobservable Inputs of Level Three (Detail)
80: R55 Restructuring, Impairment and Other Charges - HTML 59K
Schedule of Changes in the Restructuring Reserve
(Details)
81: R56 Restructuring, Impairment and Other Charges - HTML 45K
Restructuring Reserve - Additional Information
(Details)
82: R57 Goodwill and Other Intangible Assets - Schedule of HTML 52K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
83: R58 Goodwill and Other Intangible Assets - Components HTML 55K
of Other Intangible Assets (Detail)
84: R59 Goodwill and Other Intangible Assets - Additional HTML 43K
Information (Details)
85: R60 Goodwill and Other Intangible Assets - Schedule of HTML 55K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
86: R61 Accounts Receivable - Transactions Affecting HTML 48K
Allowance for Doubtful Accounts (Details)
87: R62 Inventories - Components of Inventories (Details) HTML 51K
88: R63 Property, Plant and Equipment - Components of HTML 55K
Company's Property, Plant and Equipment (Details)
89: R64 Property, Plant and Equipment - Additional HTML 42K
Information (Details)
90: R65 Accrued Liabilities - Components of Accrued HTML 58K
Liabilities (Detail)
91: R66 Commitments and Contingencies - Additional HTML 56K
Information (Detail)
92: R67 Commitments and Contingencies - Future Minimum HTML 59K
Rental Commitments Under Operating Lease (Detail)
93: R68 Retirement Plans - Additional Information HTML 112K
(Details)
94: R69 Retirement Plans - Components of Estimated Net HTML 71K
Pension Plan (Income) Expense (Detail)
95: R70 Retirement Plans - Reconciliation of Funded Status HTML 81K
(Details)
96: R71 Retirement Plans - Amount Recognized on HTML 58K
Consolidated and Combined Balance Sheets (Details)
97: R72 Retirement Plans - Amounts in Accumulated Other HTML 50K
Comprehensive Loss (Details)
98: R73 Retirement Plans - Amounts Recognized in Other HTML 56K
Comprehensive Income (Loss) (Details)
99: R74 Retirement Plans - Schedule of Accumulated Other HTML 45K
Comprehensive Loss Expected to Recognized as
Components of Net Periodic Benefit Costs (Details)
100: R75 Retirement Plans - Weighted Average Assumptions HTML 46K
Used to Determine Benefit Obligation (Details)
101: R76 Retirement Plans - Summary of Projected Benefit HTML 46K
Obligations in Excess of Plan Assets (Details)
102: R77 Retirement Plans - Accumulated Benefit Obligations HTML 45K
in Excess of Plan Assets (Details)
103: R78 Retirement Plans - Expected Benefit Payments HTML 59K
(Details)
104: R79 Retirement Plans - Allocation of Plan Assets, HTML 68K
Pension Plan (Details)
105: R80 Retirement Plans - Changes in Fair Value of Level HTML 53K
Three Assets (Details)
106: R81 Income Taxes - Components of Earnings From HTML 48K
Operations Before Income Taxes (Detail)
107: R82 Income Taxes - Components of Income Tax Expense HTML 69K
(Benefit) From Operations (Detail)
108: R83 Income Taxes - Reconciliation From Federal HTML 64K
Statutory Tax Rate to Effective Tax Rate (Detail)
109: R84 Income Taxes - Schedule of Significant Deferred HTML 77K
Tax Assets And Liabilities (Detail)
110: R85 Income Taxes - Schedule of Transactions Affecting HTML 52K
Valuation Allowance on Deferred Tax Assets
(Detail)
111: R86 Income Taxes - Additional Information (Detail) HTML 78K
112: R87 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 52K
113: R88 Debt - Schedule of the Company's Debt (Details) HTML 64K
114: R89 Debt - Schedule of the Company's Debt HTML 46K
(Parenthetical) (Details)
115: R90 Debt - Additional Information (Details) HTML 86K
116: R91 Debt - Schedule of Future Maturities of Debt HTML 54K
(Details)
117: R92 Debt - Schedule of Future Maturities of Debt HTML 44K
(Parenthetical) (Details)
118: R93 Debt - Summary of Interest Expense (Details) HTML 46K
119: R94 Earnings per Share - Additional Information HTML 56K
(Detail)
120: R95 Earnings per Share - Schedule of Basic and Diluted HTML 69K
Earnings per Common Share and the Average Number
of Common Shares Outstanding (Detail)
121: R96 Share-Based Compensation - Additional Information HTML 125K
(Details)
122: R97 Share-Based Compensation - Summary of Stock HTML 75K
Options Activity (Details)
123: R98 Share-Based Compensation - Summary of Restricted HTML 63K
Stock Units (Details)
124: R99 Preferred Stock - Additional Information (Details) HTML 44K
125: R100 Comprehensive Income - Schedule of Components of HTML 56K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
126: R101 Comprehensive Income - Schedule of Changes in HTML 66K
Accumulated Other Comprehensive Loss (Details)
127: R102 Comprehensive Income - Reclassifications from HTML 56K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
128: R103 Segment Information - Additional Information HTML 48K
(Details)
129: R104 Segment Information - Schedule of Segment HTML 73K
Reporting Information (Details)
130: R105 Segment Information - Schedule of Corporate Assets HTML 56K
(Details)
131: R106 Geographic Area and Products and Services HTML 59K
Information - Schedule of Net Sales and Long-lived
Assets by Geographic Region (Details)
132: R107 Geographic Area and Products and Services HTML 55K
Information - Summary of Net Sales for Services
and Products (Details)
133: R108 Related Parties - Additional Information (Details) HTML 98K
134: R109 Related Parties - Summary of Amount in HTML 54K
Consolidated and Combined Balance Sheet Due or
From Related Parties (Details)
135: R110 Related Parties - Schedule of Allocation of HTML 50K
Expenses Reflected in Consolidated and Combined
Financial Statements (Details)
136: R111 Guarantor Financial Information - Additional HTML 53K
Information (Details)
137: R112 Guarantor Financial Information - Condensed HTML 128K
Consolidating Statements of Operations (Details)
138: R113 Guarantor Financial Information - Condensed HTML 182K
Consolidating Balance Sheets (Details)
139: R114 Guarantor Financial Information - Condensed HTML 143K
Consolidating Statements of Cash Flows (Details)
140: R115 Guarantor Financial Information - Condensed HTML 42K
Consolidating Statements of Cash Flows
(Parenthetical) (Details)
142: XML IDEA XML File -- Filing Summary XML 253K
141: EXCEL IDEA Workbook of Financial Reports XLSX 149K
20: EX-101.INS XBRL Instance -- dfin-20161231 XML 8.54M
22: EX-101.CAL XBRL Calculations -- dfin-20161231_cal XML 309K
23: EX-101.DEF XBRL Definitions -- dfin-20161231_def XML 988K
24: EX-101.LAB XBRL Labels -- dfin-20161231_lab XML 1.66M
25: EX-101.PRE XBRL Presentations -- dfin-20161231_pre XML 1.56M
21: EX-101.SCH XBRL Schema -- dfin-20161231 XSD 260K
143: ZIP XBRL Zipped Folder -- 0001564590-17-002855-xbrl Zip 325K
Exhibit 10.15
DONNELLEY FINANCIAL SOLUTIONS, INC.
FOUNDER’S AWARD (RESTRICTED STOCK)
(2016 PIP)
This Restricted Stock Founder’s Award (“Award”) is granted as of October [●], 2016 (the “Grant Date”) by Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”), to XXXXXX (“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 grants to Grantee XXXXX restricted shares (the “Shares”), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Company’s 2016 Performance Incentive Plan (the “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. The Shares will be held for you by Computershare until the Performance Vesting Date (as defined below).
2. Vesting.
(a) The Shares will be earned subject 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 and subject to the time-based vesting conditions set forth below. The Committee shall determine the attainment of each Performance Condition after the applicable Performance Period.
(b) This Award is intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and is intended to comply the requirements thereof to the extent the Grantee is a “covered person” within the meaning of Section 162(m).
(c) Upon the Acceleration Date associated with a Change in Control, the Shares shall, in accordance with the terms of the 2016 PIP, become fully vested.
3. Treatment Upon Separation from Service.
(a) If Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h), hereinafter a “Separation from Service”) 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), the Shares shall become fully vested of the date of such Separation from Service.
(b) If Grantee has a Separation from Service other than for death or Disability, the Shares, if unvested, shall be forfeited.
(a) Performance-Based Vesting. Subject to Grantee’s continued employment with the Company through the end of the Performance Period, the performance-based vesting restrictions set forth in this Award with respect to the Shares shall lapse upon certification by the Committee that the Performance Condition for the applicable Performance Period set forth on Exhibit A has been satisfied (the “Performance Vesting Date”). Upon the Performance Vesting Date, all restrictions applicable to the Shares shall lapse. Unless the vesting of the Shares is accelerated under the circumstances set forth above, if the Performance Condition is not satisfied, then the Shares shall be forfeited.
(b) Time-Based Vesting. In addition to satisfying the Performance Condition as described above, the Shares shall also be subject to the time-based vesting conditions set forth on Exhibit A. Upon achievement of the Performance Condition and the applicable time-based vesting conditions, the restrictions applicable to the Shares shall lapse.
5. Rights as a Shareholder. Participant shall have all rights of a shareholder (including, without limitation, dividends and voting rights) with respect to the Shares, for record dates occurring on or after the Grant Date and prior to the date any such Shares are forfeited in accordance with this Award, except that any dividends or distributions shall, until such time as the applicable restrictions have lapsed, be deposited with the Company or any holder appointed, (together with a stock power endorsed in blank or other appropriate instrument of transfer for dividends or distributions paid in Shares or other securities with respect to the Shares), or credited to Grantee’s book-entry account, as applicable, and shall be subject to the same restrictions (including, without limitation, the need to satisfy the Performance Condition) as such Shares and otherwise considered to be such Shares for all purposes hereunder.
6. Withholding Taxes.
(a) All payments or distributions of Shares or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements (the “Required Tax Payments”). The Company may require Grantee to remit to it an amount sufficient to satisfy such Required Tax Payments prior to delivery of any certificates for such Shares or with respect thereto. In lieu thereof, the Company shall have the right to withhold the number of Shares equal to the amount of such taxes or may withhold such amount from any other amounts (provided such amounts do not constitute deferred compensation within the meaning of Section 409A of the Code) that are due or to become due from such corporation to the Grantee as the Company shall determine.
(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 Common 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, (3) directing the Company to withhold a number of Shares subject to this Award having a fair market value, determined
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as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1)-(3). Any fraction of a share of Common Stock which 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. Non-Solicitation.
(a) Grantee hereby acknowledges that the Company’s relationship with the customer or customers Grantee serves, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers' and other employees’ contacts with the Company and its employees, including Grantee. As a result of Grantee’s position and customer contacts, Grantee recognizes that Grantee will gain valuable information about (i) the Company’s relationship with its customers, their buying habits, special needs, and purchasing policies, (ii) the Company’s pricing policies, purchasing policies, profit structures, and margin needs, (iii) the skills, capabilities and other employment-related information relating to Company employees, and (iv) and other matters of which Grantee would not otherwise know and that is not otherwise readily available. Such knowledge is essential to the business of the Company and Grantee recognizes that, if Grantee has a Separation from Service, the Company will be required to rebuild that customer relationship to retain the customer's business. Grantee recognizes that during a period following Separation from Service, the Company is entitled to protection from Grantee’s use of the information and customer and employee relationships with which Grantee has been entrusted by the Company during Grantee’s employment.
(b) Grantee acknowledges and agrees that any injury to the Company’s customer relationships, or the loss of those relationships, would cause irreparable harm to the Company. Accordingly, Grantee shall not, while employed by the Company and for a period of one year from the date of Grantee’s Separation from Service for any reason, including Separation from Service initiated by the Company with or without cause, directly or indirectly, either on Grantee’s own behalf or on behalf of any other person, firm or entity, solicit or provide services that are the same as or similar to the services the Company provided or offered while Grantee was employed by the Company to any customer or prospective customer of the Company (i) with whom Grantee had direct contact during the last two years of Grantee’s employment with the Company or about whom Grantee learned confidential information as a result of his or her employment with the Company or (ii) with whom any person over whom Grantee had supervisory authority at any time had direct contact during the last two years of Grantee’s employment with the Company or about whom such person learned confidential information as a result of his or her employment with the Company.
(c) Grantee shall not, while employed by the Company and for a period of two years following Grantee’s Separation from Service for any reason, including Separation from
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Service initiated by the Company with or without cause, either directly or indirectly solicit, induce or encourage any individual who was a Company employee at the time of, or within six months prior to, Grantee’s Separation from Service, to terminate their employment with the Company or accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, nor shall Grantee cooperate with any others in doing or attempting to do so. As used herein, the term "solicit, induce or encourage" includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company, or (iii) referring Company employees to personnel or agents employed by any entity, including but not limited to competitors, suppliers or customers of the Company.
(d) Grantee acknowledges that the non-solicitation restrictions set forth in this Section 7 apply whether or not the Shares subject to this Award actually vest.
8. Miscellaneous.
(a) The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of the Shares 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) This Award shall be governed in accordance with the laws of the state of Delaware.
(d) This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.
(e) Neither this Award nor the Shares nor any rights hereunder or thereunder may be transferred or assigned by Grantee prior to vesting 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.
(f) The Committee, as from time to time constituted, shall have the right to determine any questions which arise in connection with this Award or the Shares. This Award and the Shares are subject to the provisions of the 2016 PIP and shall be interpreted in accordance therewith.
(g) If Grantee is a resident of Canada, Grantee further agrees and represents that any acquisitions of Common Stock hereunder are for his own account for investment, and
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without the present intention of distributing or selling such Common Stock or any of them. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss Grantee free from any liability, or any claim under this Award, except as provided herein or in any agreement entered into hereunder. Any obligation of the Company under this Award to make any payment at any future date or issue Common Stock merely constitutes the unfunded and unsecured promise of the Company to make such payment or issue such Common Stock; any payment shall be from the Company’s general assets in accordance with this Award and the issuance of any Common Stock shall be subject to the Company’s compliance with all applicable laws including securities law and the laws its jurisdiction of incorporation or continuance, as applicable, and no Grantee shall have any interest in, or lien or prior claim upon, any property of the Company or any subsidiary by reason of that obligation. If Grantee is a resident of Canada, Grantee hereby indemnifies the Company against and agrees to hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Common Stock by Grantee is contrary to the representations and agreements referred to above.
(h) If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of Grantee’s employment agreement, employment letter or other similar agreement, the terms and conditions of such agreement shall control.
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IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.
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Donnelley Financial Solutions, Inc. |
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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 ______, 2016.
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Grantee: |
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