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Envista Holdings Corp. – ‘10-K’ for 12/31/21 – ‘EX-10.16’

On:  Thursday, 2/24/22, at 4:20pm ET   ·   For:  12/31/21   ·   Accession #:  1757073-22-10   ·   File #:  1-39054

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/24/22  Envista Holdings Corp.            10-K       12/31/21  159:20M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.87M 
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     84K 
                Liquidation or Succession                                        
 3: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML    563K 
                Liquidation or Succession                                        
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     59K 
 5: EX-10.10    Material Contract                                   HTML    240K 
 6: EX-10.11    Material Contract                                   HTML    228K 
 7: EX-10.14    Material Contract                                   HTML     94K 
 8: EX-10.15    Material Contract                                   HTML    112K 
 9: EX-10.16    Material Contract                                   HTML     48K 
10: EX-10.20    Material Contract                                   HTML     50K 
11: EX-10.21    Material Contract                                   HTML     57K 
12: EX-10.27    Material Contract                                   HTML    379K 
13: EX-21.1     Subsidiaries List                                   HTML     43K 
14: EX-23.1     Consent of Expert or Counsel                        HTML     41K 
15: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
16: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
17: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
23: R1          Cover Page                                          HTML    108K 
24: R2          Audit Information                                   HTML     46K 
25: R3          Consolidated Balance Sheets                         HTML    169K 
26: R4          Consolidated Balance Sheets (Parenthetical)         HTML     61K 
27: R5          Consolidated and Combined Statements of Operations  HTML    143K 
28: R6          Consolidated and Combined Statements of             HTML     71K 
                Comprehensive Income                                             
29: R7          Consolidated and Combined Statements of Changes in  HTML    102K 
                Equity                                                           
30: R8          Consolidated and Combined Statements of Cash Flows  HTML    161K 
31: R9          Business And Basis Of Presentation                  HTML     93K 
32: R10         Summary Of Significant Accounting Policies          HTML     93K 
33: R11         Acquisition                                         HTML     53K 
34: R12         Discontinued Operations                             HTML    109K 
35: R13         Credit Losses                                       HTML     50K 
36: R14         Inventories                                         HTML     49K 
37: R15         Property, Plant And Equipment                       HTML     52K 
38: R16         Leases                                              HTML     61K 
39: R17         Goodwill and Other Intangible Assets                HTML     71K 
40: R18         Accrued Expenses And Other Liabilities              HTML     65K 
41: R19         Hedging Transactions And Derivative Financial       HTML     71K 
                Instruments                                                      
42: R20         Fair Value Measurements                             HTML     83K 
43: R21         Pension And Other Benefit Plans                     HTML    153K 
44: R22         Commitments                                         HTML     48K 
45: R23         Litigation And Contingencies                        HTML     47K 
46: R24         Debt And Credit Facilities                          HTML     86K 
47: R25         Stock Transactions And Stock-Based Compensation     HTML    141K 
48: R26         Accumulated Other Comprehensive Loss                HTML    103K 
49: R27         Revenue                                             HTML     85K 
50: R28         Restructuring Activities And Related Impairments    HTML     76K 
51: R29         Income Taxes                                        HTML    136K 
52: R30         Earnings (Loss) Per Share                           HTML     87K 
53: R31         Segment Information                                 HTML    109K 
54: R32         Related Party Transactions                          HTML     56K 
55: R33         Selected Quarterly Information (Unaudited)          HTML     75K 
56: R34         Subsequent Events                                   HTML     44K 
57: R35         Schedule II - Valuation and Qualifying Accounts     HTML     63K 
58: R36         Summary Of Significant Accounting Policies          HTML    135K 
                (Policies)                                                       
59: R37         Summary Of Significant Accounting Policies          HTML     55K 
                (Tables)                                                         
60: R38         Acquisition (Tables)                                HTML     52K 
61: R39         Discontinued Operations (Tables)                    HTML    109K 
62: R40         Credit Losses (Tables)                              HTML     47K 
63: R41         Inventories (Tables)                                HTML     50K 
64: R42         Property, Plant And Equipment (Tables)              HTML     55K 
65: R43         Leases (Tables)                                     HTML     64K 
66: R44         Goodwill and Other Intangible Assets (Tables)       HTML     90K 
67: R45         Accrued Expenses And Other Liabilities (Tables)     HTML     64K 
68: R46         Hedging Transactions And Derivative Financial       HTML     86K 
                Instruments (Tables)                                             
69: R47         Fair Value Measurements (Tables)                    HTML     78K 
70: R48         Pension And Other Benefit Plans (Tables)            HTML    156K 
71: R49         Commitments (Tables)                                HTML     47K 
72: R50         Debt And Credit Facilities (Tables)                 HTML     71K 
73: R51         Stock Transactions And Stock-Based Compensation     HTML    143K 
                (Tables)                                                         
74: R52         Accumulated Other Comprehensive Loss (Tables)       HTML    103K 
75: R53         Revenue (Tables)                                    HTML     78K 
76: R54         Restructuring Activities And Related Impairments    HTML     76K 
                (Tables)                                                         
77: R55         Income Taxes (Tables)                               HTML    130K 
78: R56         Earnings (Loss) Per Share (Tables)                  HTML     87K 
79: R57         Segment Information (Tables)                        HTML    104K 
80: R58         Related Party Transactions (Tables)                 HTML     47K 
81: R59         Selected Quarterly Information (Unaudited)          HTML     74K 
                (Tables)                                                         
82: R60         Business And Basis Of Presentation - Narrative      HTML     57K 
                (Details)                                                        
83: R61         Summary Of Significant Accounting Policies -        HTML     49K 
                Estimated Useful Lives of Depreciable Assets                     
                (Details)                                                        
84: R62         Summary Of Significant Accounting Policies -        HTML     42K 
                Narrative (Details)                                              
85: R63         Acquisition - Narrative (Details)                   HTML     47K 
86: R64         Acquisition - Fair Values of Assets Acquired and    HTML     72K 
                Liabilities Assumed (Details)                                    
87: R65         Discontinued Operations - Narrative (Details)       HTML     58K 
88: R66         Discontinued Operations - Carrying Amount of        HTML    110K 
                Assets and Liabilities (Details)                                 
89: R67         Discontinued Operations - Operating Results         HTML     76K 
                (Details)                                                        
90: R68         Discontinued Operations - Significant Non-Cash      HTML     54K 
                Operating Items and Capital Expenditures (Details)               
91: R69         Credit Losses - Narrative (Details)                 HTML     42K 
92: R70         Credit Losses - Allowance for Credit Losses         HTML     52K 
                (Details)                                                        
93: R71         Inventories - Summary (Details)                     HTML     51K 
94: R72         Property, Plant And Equipment (Details)             HTML     58K 
95: R73         Leases - Narrative (Details)                        HTML     46K 
96: R74         Leases - Components of Lease Expense (Details)      HTML     47K 
97: R75         Leases - Weighted Average Remaining Lease Term and  HTML     45K 
                Discount Rate (Details)                                          
98: R76         Leases - Maturities of Lease Liabilities (Details)  HTML     60K 
99: R77         Goodwill And Other Intangible Assets - Narrative    HTML     68K 
                (Details)                                                        
100: R78         Goodwill and Other Intangible Assets - Rollforward  HTML     51K  
                (Details)                                                        
101: R79         Goodwill And Other Intangible Assets - Intangible   HTML     59K  
                Assets by Major Class (Details)                                  
102: R80         Accrued Expenses And Other Liabilities - Summary    HTML     92K  
                (Details)                                                        
103: R81         Hedging Transactions And Derivative Financial       HTML     58K  
                Instruments - Narrative (Details)                                
104: R82         Hedging Transactions And Derivative Financial       HTML     55K  
                Instruments - Summary of Notional Values and                     
                Pretax Impact in Fair Values of Net Investment                   
                Hedges (Details)                                                 
105: R83         Hedging Transactions And Derivative Financial       HTML     51K  
                Instruments - Derivative and Nonderivative Debt                  
                Instruments (Details)                                            
106: R84         Fair Value Measurements - Financial Assets and      HTML     64K  
                Liabilities Carried at Fair Value (Details)                      
107: R85         Fair Value Measurements - Fair Value of Financial   HTML     61K  
                Instruments (Details)                                            
108: R86         Pension And Other Benefit Plans - Funded Status Of  HTML     88K  
                Pension Plans (Details)                                          
109: R87         Pension And Other Benefit Plans - Weighted Average  HTML     45K  
                Assumptions Used To Determine Benefit Obligations                
                (Details)                                                        
110: R88         Pension And Other Benefit Plans - Components of     HTML     66K  
                Net Periodic Benefit Cost of Defined Benefit                     
                Pension Plans (Details)                                          
111: R89         Pension And Other Benefit Plans - Components of     HTML     51K  
                Net Periodic Benefit Cost Reflected in the                       
                Consolidated Condensed Statement of Earnings                     
                (Details)                                                        
112: R90         Pension And Other Benefit Plans - Weighted Average  HTML     48K  
                Assumptions Used To Determine Net Periodic Pension               
                Cost (Details)                                                   
113: R91         Pension And Other Benefit Plans - Narrative         HTML     93K  
                (Details)                                                        
114: R92         Pension And Other Benefit Plans - Fair Values Of    HTML     71K  
                Pension Plan Assets (Details)                                    
115: R93         Pension And Other Benefit Plans - Changes in Fair   HTML     56K  
                Value of Plan Assets (Details)                                   
116: R94         Pension And Other Benefit Plans - Benefit Payments  HTML     55K  
                That Reflect Expected Future Service (Details)                   
117: R95         Commitments - Narrative (Details)                   HTML     42K  
118: R96         Commitments - Warranty Accrual (Details)            HTML     50K  
119: R97         Litigation And Contingencies - Narrative (Details)  HTML     44K  
120: R98         Debt And Credit Facilities - Components Of Debt     HTML     72K  
                (Details)                                                        
121: R99         Debt And Credit Facilities - Narrative (Details)    HTML    189K  
122: R100        Debt And Credit Facilities - Interest Expense       HTML     55K  
                (Details)                                                        
123: R101        Debt And Credit Facilities - Debt Payments          HTML     58K  
                (Details)                                                        
124: R102        Stock Transactions And Stock-Based Compensation -   HTML    145K  
                Narrative (Details)                                              
125: R103        Stock Transactions And Stock-Based Compensation -   HTML     51K  
                Summary of Share Activity (Details)                              
126: R104        Stock Transactions And Stock-Based Compensation -   HTML     56K  
                Assumptions Used In The Black-Scholes Model To                   
                Value Options Granted (Details)                                  
127: R105        Stock Transactions And Stock-Based Compensation -   HTML     49K  
                Components of Stock-Based Compensation Program                   
                (Details)                                                        
128: R106        Stock Transactions And Stock-Based Compensation -   HTML     95K  
                Option Activity Under The Company's Stock Plans                  
                (Details)                                                        
129: R107        Stock Transactions And Stock-Based Compensation -   HTML     79K  
                Summary Of Options Outstanding (Details)                         
130: R108        Stock Transactions And Stock-Based Compensation -   HTML     67K  
                Summary Of Unvested RSU And PSU Activity (Details)               
131: R109        Accumulated Other Comprehensive Loss - Rollforward  HTML     97K  
                (Details)                                                        
132: R110        Revenue - Disaggregation by Revenue Type and        HTML     93K  
                Geographical Region (Details)                                    
133: R111        Revenue - Remaining Performance Obligations         HTML     48K  
                (Details)                                                        
134: R112        Revenue - Narrative (Details)                       HTML     53K  
135: R113        Restructuring Activities And Related Impairments -  HTML     54K  
                Schedule Of Restructuring And Related Costs                      
                (Details)                                                        
136: R114        Restructuring Activities And Related Impairments -  HTML     50K  
                Schedule Of Restructuring And Other Related                      
                Charges By Segment (Details)                                     
137: R115        Restructuring Activities And Related Impairments -  HTML     48K  
                Schedule Of Restructuring Reserve By Type Of Cost                
                (Details)                                                        
138: R116        Restructuring Activities And Related Impairments -  HTML     57K  
                Narrative (Details)                                              
139: R117        Income Taxes - Earnings From Continuing Operations  HTML     48K  
                Before Income Taxes (Details)                                    
140: R118        Income Taxes - Provision For Income Taxes From      HTML     62K  
                Continuing Operations (Details)                                  
141: R119        Income Taxes - Deferred Income Tax Assets And       HTML     80K  
                Liabilities (Details)                                            
142: R120        Income Taxes - Narrative (Details)                  HTML     83K  
143: R121        Income Taxes - Reconciliation Of The Statutory      HTML     71K  
                Federal Income Tax Rate To The Effective Tax Rate                
                (Details)                                                        
144: R122        Income Taxes - Reconciliation Of Unrecognized Tax   HTML     59K  
                Benefits (Details)                                               
145: R123        Earnings (Loss) Per Share - Narrative (Details)     HTML     49K  
146: R124        Earnings (Loss) Per Share - Components of Basic     HTML    113K  
                and Diluted Earnings per Share (Details)                         
147: R125        Earnings (Loss) Per Share - Securities Not          HTML     46K  
                Included in the Computation of Diluted Loss Income               
                per Share (Details)                                              
148: R126        Segment Information - Narrative (Details)           HTML     45K  
149: R127        Segment Information - Segment Results (Details)     HTML    100K  
150: R128        Segment Information - Schedule Of Operations In     HTML     63K  
                Geographical Areas (Details)                                     
151: R129        Related Party Transactions (Details)                HTML     56K  
152: R130        Selected Quarterly Information (Unaudited)          HTML     76K  
                (Details)                                                        
153: R131        Subsequent Events (Details)                         HTML     47K  
154: R132        Schedule II - Valuation and Qualifying Accounts     HTML     52K  
                (Details)                                                        
157: XML         IDEA XML File -- Filing Summary                      XML    290K  
155: XML         XBRL Instance -- nvst-20211231_htm                   XML   4.21M  
156: EXCEL       IDEA Workbook of Financial Reports                  XLSX    207K  
19: EX-101.CAL  XBRL Calculations -- nvst-20211231_cal               XML    372K 
20: EX-101.DEF  XBRL Definitions -- nvst-20211231_def                XML   1.06M 
21: EX-101.LAB  XBRL Labels -- nvst-20211231_lab                     XML   2.88M 
22: EX-101.PRE  XBRL Presentations -- nvst-20211231_pre              XML   1.80M 
18: EX-101.SCH  XBRL Schema -- nvst-20211231                         XSD    280K 
158: JSON        XBRL Instance as JSON Data -- MetaLinks              709±  1.05M  
159: ZIP         XBRL Zipped Folder -- 0001757073-22-000010-xbrl      Zip   1.10M  


‘EX-10.16’   —   Material Contract


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Exhibit 10.16
FIRST AMENDMENT TO
THE
ENVISTA HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN


WHEREAS, Envista Holdings Corporation, a Delaware corporation (the “Company”), adopted the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “Plan”) on September 17, 2019; and
WHEREAS, the Board of Directors (the “Board”) of the Company has determined it to be in the best interests of the Company and its stockholders to amend the Plan in order to (i) revise the definition of “Years of Service” to provide that consecutive years of service with a Predecessor Company immediately prior to the closing date of the transaction pursuant to which the Predecessor Company became a part of the Company or any Subsidiary shall be considered as part of the required 10 Years of Service for purposes of Early Retirement, so long as the Participant has at least three consecutive years of service with the Company or any of its Subsidiaries (including any years of service with Danaher), (ii) add a defined term “Predecessor Company,” which is used in the amended definition of “Years of Service,” (iii) remove Section 9(e) of the Plan to remove the post-vesting holding period for Performance Stock Units, (iv) clarify the treatment of SARs upon a “Normal Retirement” in Section 12(b) of the Plan, and (v) remove Section 12(e)(iii)(3), which is inapplicable after the removal of the post-vesting holding period for Performance Stock Units; and
WHEREAS, under the terms of the Plan, the Board has the ability to amend the Plan in order to make such changes; and
WHEREAS, capitalized terms used in this Amendment, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Plan.
NOW, THEREFORE, BE IT RESOLVED, the Plan is hereby amended as follows:

1.The definition of “Years of Service” in Section 2 is hereby deleted in its entirety and replaced with the following:

“Years of Service” means, in the case of any Employee, consecutive (i.e., uninterrupted by a termination of employment) years in which a Participant serves as an Employee; provided that for the avoidance of doubt, with respect to service as an Employee of a Subsidiary, only employment with an entity at such times as such entity is a Subsidiary will count toward Years of Service; provided that notwithstanding the foregoing, consecutive years of service with Danaher or a Subsidiary thereof immediately prior to the Separation shall be considered as Years of Service with the Company and its Subsidiaries and provided further that notwithstanding the foregoing, consecutive years of service with a Predecessor Company immediately prior to the closing date of the acquisition or such other transaction pursuant to which the Predecessor Company became a part of the Company or any Subsidiary shall be considered as Years of Service with the Company and its Subsidiaries, so long as the Participant has at least three (3) consecutive years of service with the Company or any of its Subsidiaries (including any years of service with Danaher or a Subsidiary thereof prior to the Separation but excluding any years of service with the Predecessor Company). In the case of a Director, “Years of Service” means consecutive years in which the Participant serves as a Director.

{06253726.3}    1





2.A new defined term “Predecessor Company” is hereby added to Section 2 as follows:

“Predecessor Company” means, unless the Administrator in its sole discretion determines otherwise, a corporation or other entity which has been acquired by the Company or any Subsidiary or which becomes a part of the Company or any Subsidiary through merger, consolidation, reorganization or a similar type transaction.

3.Section 9(e) of the Plan is hereby deleted in its entirety.

4.Section 12(b) of the Plan is hereby deleted in its entirety and replaced with the following:

Normal Retirement. Upon termination of employment by reason of the Participant’s Normal Retirement, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant of the relevant Award (1) with respect to all Options or SARs held by the Participant for at least six (6) months prior to the Normal Retirement date, subject to the term of the Award unvested Options and SARs will continue to vest and, together with any Options and SARs that are vested as of the Participant’s Normal Retirement date, shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Normal Retirement date (or if earlier, the expiration date of the Award), (2) with respect to each Tranche of RSUs (other than PSUs and any Conversion Award that is an RSU and was originally granted prior to the Retirement Provision Transition Date) that is unvested as of the Normal Retirement date, such Tranche will vest as of the time-based vesting date for such Tranche, but if and only if any Performance Objective applicable to such Tranche is satisfied on or prior to such time-based vesting date, (3) a pro-rata portion of unvested Performance Stock Units held by the Participant as of the Normal Retirement date (i.e. based on the ratio of (x) the number of full or partial months worked by the Participant in the applicable Performance Period prior to the Participant’s Normal Retirement date to (y) the total number of months in the applicable Performance Period) shall continue to vest subject to actual performance to be measured as of the end of the Performance Period, and (4) all unvested portions of any other outstanding Awards (including without limitation Restricted Stock Grants) shall be immediately forfeited without consideration. If the Date of Grant of an Option does not precede the Optionee’s Normal Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 12, as applicable.

5.Section 12(e)(iii)(3) of the Plan is hereby deleted in its entirety.

6.This Amendment shall be effective as of February 16, 2022 (the “Effective Date”) for all Awards granted on and after the Effective Date and for all Awards outstanding as of the Effective Date. In the event of any inconsistency or conflict between the Plan and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control. Except as herein expressly amended, the Plan is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.


{06253726.3}    2



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/24/224,  S-8
2/16/22
For Period end:12/31/2111-K,  5,  SD
9/17/193,  4,  8-A12B,  CERT,  EFFECT,  S-8
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Envista Holdings Corp.            10-K       12/31/23  149:14M
 2/16/23  Envista Holdings Corp.            10-K       12/31/22  142:16M
 5/04/22  Envista Holdings Corp.            10-Q        4/01/22   93:7.9M
 2/24/22  Envista Holdings Corp.            S-8         2/24/22    4:161K


11 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/21  Envista Holdings Corp.            10-Q       10/01/21   95:10M
 8/27/21  Envista Holdings Corp.            8-K:5,9     8/23/21   11:476K
 8/03/21  Envista Holdings Corp.            10-Q        7/02/21   90:8.2M                                   Workiva Inc Wde… FA01/FA
 6/16/21  Envista Holdings Corp.            8-K:1,2,9   6/15/21   11:2.5M
11/05/20  Envista Holdings Corp.            8-K:5,9    11/03/20    4:189K
 5/26/20  Envista Holdings Corp.            8-K:1,2,3,9 5/21/20    3:1.1M
11/15/19  Envista Holdings Corp.            S-4         9/27/19  142:40M                                    Workiva Inc Wde… FA01/FA
 9/20/19  Envista Holdings Corp.            8-K:1,2,5,7 9/18/19   14:16M
 9/17/19  Envista Holdings Corp.            S-8         9/17/19   10:1.6M
 8/12/19  Envista Holdings Corp.            S-1/A                 17:14M
 7/22/19  Envista Holdings Corp.            S-1                   27:9.9M
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