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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/19 National Oilwell Varco Inc 10-Q 3/31/19 80:9.8M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 629K
2: EX-10.13 Material Contract HTML 40K
3: EX-10.14 Material Contract HTML 39K
4: EX-10.15 Material Contract HTML 48K
9: EX-95 Mine-Safety Disclosure HTML 46K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
16: R1 Document and Entity Information HTML 48K
17: R2 Consolidated Balance Sheets (Unaudited) HTML 129K
18: R3 Consolidated Balance Sheets (Unaudited) HTML 33K
(Parenthetical)
19: R4 Consolidated Statements of Income (Loss) HTML 93K
(Unaudited)
20: R5 Consolidated Statements of Comprehensive Loss HTML 47K
(Unaudited)
21: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 107K
22: R7 Consolidated Statements of Stockholders' Equity HTML 68K
23: R8 Consolidated Statements of Stockholders' Equity HTML 25K
(Parenthetical)
24: R9 Basis of Presentation HTML 29K
25: R10 Inventories, net HTML 45K
26: R11 Accrued Liabilities HTML 74K
27: R12 Accumulated Other Comprehensive Loss HTML 160K
28: R13 Segments HTML 96K
29: R14 Revenue HTML 234K
30: R15 Leases HTML 170K
31: R16 Debt HTML 46K
32: R17 Income Taxes HTML 28K
33: R18 Stock-Based Compensation HTML 32K
34: R19 Derivative Financial Instruments HTML 414K
35: R20 Net Income (Loss) Attributable to Company Per HTML 72K
Share
36: R21 Cash Dividends HTML 27K
37: R22 Commitments and Contingencies HTML 34K
38: R23 New Accounting Pronouncements HTML 30K
39: R24 Basis of Presentation (Policies) HTML 41K
40: R25 Inventories, net (Tables) HTML 46K
41: R26 Accrued Liabilities (Tables) HTML 74K
42: R27 Accumulated Other Comprehensive Loss (Tables) HTML 158K
43: R28 Segments (Tables) HTML 96K
44: R29 Revenue (Tables) HTML 230K
45: R30 Leases (Tables) HTML 172K
46: R31 Debt (Tables) HTML 46K
47: R32 Derivative Financial Instruments (Tables) HTML 414K
48: R33 Net Income (Loss) Attributable to Company Per HTML 70K
Share (Tables)
49: R34 Basis of Presentation - Additional Information HTML 24K
(Detail)
50: R35 Inventories, net - Inventories (Details) HTML 35K
51: R36 Accrued Liabilities - Accrued Liabilities (Detail) HTML 51K
52: R37 Accrued Liabilities - Changes in Warranty HTML 29K
Provision (Detail)
53: R38 Accumulated Other Comprehensive Loss - Components HTML 45K
of Accumulated Other Comprehensive Loss (Detail)
54: R39 Accumulated Other Comprehensive Loss - Components HTML 44K
of Amounts Reclassified from Accumulated Other
Comprehensive Income (Loss) (Detail)
55: R40 Accumulated Other Comprehensive Loss - Additional HTML 34K
Information (Detail)
56: R41 Segments - Operating Segments (Detail) HTML 43K
57: R42 Segments - Additional Information (Detail) HTML 24K
58: R43 Revenue - Summary of Disaggregate Revenue by HTML 78K
Destinations (Detail)
59: R44 Revenue - Additional Information (Detail) HTML 30K
60: R45 Revenue - Additional Information (Detail 1) HTML 32K
61: R46 Revenue - Summary of Changes in Carrying Amount of HTML 45K
Contract Assets and Contract Liabilities (Detail)
62: R47 Leases - Additional Information (Detail) HTML 35K
63: R48 Leases - Schedule of Components of Leases (Detail) HTML 45K
64: R49 Leases - Components of Lease Expense (Detail) HTML 38K
65: R50 Leases - Supplemental Information Related to HTML 46K
Leases (Detail)
66: R51 Leases - Future Minimum Lease Payments (Detail) HTML 64K
67: R52 Debt - Debt (Details) HTML 33K
68: R53 Debt - Debt (Parenthetical) (Detail) HTML 35K
69: R54 Debt - Additional Information (Detail) HTML 66K
70: R55 Income Taxes - Additional Information (Detail) HTML 26K
71: R56 Stock-Based Compensation - Additional Information HTML 86K
(Detail)
72: R57 Derivative Financial Instruments - Outstanding HTML 31K
Foreign Currency Forward Contracts (Detail)
73: R58 Derivative Financial Instruments - Derivative HTML 48K
Instruments and their Balance Sheet
Classifications (Detail)
74: R59 Derivative Financial Instruments - Effect of HTML 51K
Derivative Instruments on Consolidated Statements
of Income (Loss) (Detail)
75: R60 Net Income (Loss) Attributable to Company Per HTML 48K
Share - Computation of Weighted Average Basic and
Diluted Shares Outstanding (Detail)
76: R61 Net Income (Loss) Attributable to Company Per HTML 25K
Share - Additional Information (Detail)
77: R62 Cash Dividends - Additional Information (Detail) HTML 34K
79: XML IDEA XML File -- Filing Summary XML 138K
78: EXCEL IDEA Workbook of Financial Reports XLSX 65K
10: EX-101.INS XBRL Instance -- nov-20190331 XML 3.06M
12: EX-101.CAL XBRL Calculations -- nov-20190331_cal XML 190K
13: EX-101.DEF XBRL Definitions -- nov-20190331_def XML 322K
14: EX-101.LAB XBRL Labels -- nov-20190331_lab XML 998K
15: EX-101.PRE XBRL Presentations -- nov-20190331_pre XML 730K
11: EX-101.SCH XBRL Schema -- nov-20190331 XSD 142K
80: ZIP XBRL Zipped Folder -- 0001564590-19-013287-xbrl Zip 131K
Exhibit 10.15
NATIONAL OILWELL VARCO, INC.
2018 LONG-TERM INCENTIVE PLAN
Performance Award Agreement
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Grantee: |
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Date of Grant: |
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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, 2022 and not later than March 15, 2022 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 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
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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 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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Performance Period and Criteria
Performance Period: January 1, 2019 to December 31, 2021
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”). 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 TSR 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, 2021. 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. 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% |
* Based on the Target Level shares set forth on the first page of this Agreement.
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, 2019) until the end of the Performance Period (December 31, 2021). 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 [____] NVA |
200% of Target Level |
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Target |
Midpoint NVA of [____] |
100% of Target Level |
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Threshold |
Equal to 2018 NVA of [___] |
50% of Target Level |
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Below 2018 NVA of [___] |
0% |
* Based on the Target Level for the NVA Based Award set forth on the first page of this Agreement.
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/15/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | ||||
| Filed on: | 4/26/19 | 8-K | ||
| For Period end: | 3/31/19 | 4 | ||
| 1/1/19 | ||||
| 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 |