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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 10.26
DONNELLEY FINANCIAL SOLUTIONS, INC.
DIRECTOR RESTRICTED STOCK UNIT AWARD
This Restricted Stock Unit Award (“Award”) is granted as of this XXth day of XXXX, 20__ (the “Grant Date”) by Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”), to XXXXXXX (“Grantee”). This Award is made to Grantee 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.
1. Grant of Award. The Company hereby credits to Grantee XXXXX restricted stock units (the “RSUs”), subject to the restrictions and on the terms and conditions set forth herein. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.
2. Issuance of Common Stock in Satisfaction of Restricted Stock Units.
(a) Except to the extent otherwise provided in paragraph 2(c) below, the Company shall deliver to Grantee on the earlier of (1) the first anniversary of the Grant Date or (2) the date Grantee ceases to be a member of the Board or such other date as required by section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), the number of shares of Common Stock equal to all of the RSUs and cash in the amount of Dividend Equivalents (as defined below) earned with respect to such RSUs pursuant to paragraph 4 below. .
(b) Upon the Acceleration Date associated with a Change in Control, shares of Common Stock with respect to any remaining RSUs and cash in the amount of Dividend Equivalents earned with respect to such RSUs pursuant to paragraph 4 below shall be delivered to Grantee in accordance with the terms of the 2016 PIP.
(c) Each RSU shall be cancelled upon the issuance of a share of Common Stock (or cash with respect to fractional shares) with respect thereto.
3. Dividend Equivalents. An amount in cash equal to the amount of dividends and other distributions that are payable (other than dividends or distributions for which the record date is prior to the date hereof) during the period commencing on the date hereof and ending on the date on which no RSUs shall remain outstanding (due to issuance of shares of Common Stock (or cash) in satisfaction of RSUs pursuant to paragraphs 2) on a like number of shares of Common Stock as are equal to the number of RSUs then outstanding shall be credited to a bookkeeping account for Grantee (the “Dividend Equivalents”). Such bookkeeping account shall be credited quarterly (beginning on the last day of the calendar quarter in which the first credit to the account was made) with an amount of interest on the balance (including interest previously credited) at an annual rate equal to the then current yield obtainable on United States government bonds having a maturity date of approximately five years.
4. Rights as a Shareholder. Prior to issuance, Grantee shall not have the right to vote, nor have any other rights of ownership in, the shares of Common Stock to be issued in satisfaction of the RSUs.
(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 and allowable laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award and any Dividend Equivalents. 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 or her 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 and any Dividend Equivalents (the “Tax Date”), equal to the Required Tax Payments, or (3) directing the Company to withhold a number of shares of Common Stock (or cash) otherwise issuable to Grantee pursuant to this Award and any Dividend Equivalents having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or any combination of (1)-(3). 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 and any Dividend Equivalents, 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 or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.
(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) This Award shall be governed in accordance with the laws of the State of Illinois.
(c) This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.
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(d) Neither this Award nor the RSUs nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than:
(1) by will or the laws of descent and distribution;
(2) in whole or in part to one or more transferees; provided that (i) any such transfer must be without consideration, (ii) each transferee must be a “family member” of Grantee, a trust established for the exclusive benefit of Grantee and/or one or more family member of Grantee or a partnership whose sole equity owners are Grantee and/or family members of Grantee, and (iii) such transfer is specifically approved by the Company’s General Counsel or the Committee following the receipt of a completed Assignment of Restricted Stock Unit Award; or
(3) as otherwise set forth in an amendment to this Award.
In the event the RSUs are transferred as contemplated in this Section 6(d), such transfer shall become effective when approved by the Company’s General Counsel or the Committee (as evidenced by counter execution of the Assignment of Restricted Stock Unit Award on behalf of the Company), and such RSUs may not be subsequently transferred by the transferee other than by will or the laws of descent and distribution. Any transferred RSU shall continue to be governed by and subject to the terms and conditions of the 2016 PIP and this Agreement and the transferee shall be entitled to the same rights as Grantee as if no transfer had taken place. Except as permitted by the foregoing, the RSUs and this Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the RSUs, the RSUs and all rights hereunder shall immediately become null and void. As used in this Section, "family member" with respect to any person, includes any child, step-child, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law and sister-in-law, including adoptive relationships, and any person sharing the transferor's household (other than a tenant or employee).
(e) The Committee, as from time to time constituted, shall have the right to determine any questions which arise in connection with this Award, the RSUs or the Dividend Equivalents. This Award and the RSUs are subject to the provisions of the 2016 PIP and shall be interpreted in accordance therewith.
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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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