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As Of Filer Filing For·On·As Docs:Size 2/24/20 Heidrick & Struggles Int’l Inc 10-K 12/31/19 123:13M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.01M 2: EX-4.02 Instrument Defining the Rights of Security Holders HTML 48K 3: EX-10.53 Material Contract HTML 60K 4: EX-21.01 Subsidiaries List HTML 42K 5: EX-23.01 Consent of Experts or Counsel HTML 34K 6: EX-23.02 Consent of Experts or Counsel HTML 35K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 42K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 42K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 36K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 36K 68: R1 Document and Entity Information HTML 64K 108: R2 Consolidated Balance Sheets HTML 158K 95: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K 25: R4 Consolidated Statements of Comprehensive Income HTML 115K 69: R5 Consolidated Statements of Changes In HTML 90K Stockholders' Equity 109: R6 Consolidated Statements of Cash Flows HTML 137K 96: R7 Basis of Presentation HTML 38K 26: R8 Summary of Significant Accounting Policies HTML 108K 67: R9 Revenue (Notes) HTML 72K 31: R10 Allowance for Doubtful Accounts HTML 55K 45: R11 Property and Equipment, net HTML 50K 115: R12 Leases (Notes) HTML 71K 77: R13 Fair Value Measurements HTML 216K 30: R14 Acquisition HTML 42K 44: R15 Goodwill and Other Intangible Assets HTML 161K 114: R16 Other Current Assets and Non-Current Liabilities HTML 52K 76: R17 Line of Credit HTML 46K 29: R18 Employee Benefit Plans HTML 48K 46: R19 Pension Plan and Life Insurance Contract Pension HTML 97K Plan and Life Insurance Contract 106: R20 Stock-Based Compensation HTML 107K 94: R21 Restructuring (Notes) HTML 113K 28: R22 Income Taxes HTML 164K 71: R23 Changes in Accumulated Other Comprehensive Income HTML 51K 104: R24 Segment Information HTML 171K 93: R25 Guarantees HTML 38K 27: R26 Commitments and Contingencies HTML 37K 70: R27 Summary of Significant Accounting Policies HTML 187K (Policies) 107: R28 Summary of Significant Accounting Policies HTML 69K (Tables) 92: R29 Summary of Significant Accounting Policies Cash HTML 54K and Cash Equivalents, Restricted Cash and Cash Equivalents (Tables) 72: R30 Revenue (Tables) HTML 52K 111: R31 Allowance for Doubtful Accounts (Tables) HTML 52K 47: R32 Property and Equipment, net (Tables) HTML 49K 32: R33 Leases (Tables) HTML 55K 74: R34 Leases Lease, Cost (Tables) HTML 40K 113: R35 Leases Operating Lease, Supplemental Cash Flow HTML 40K Information (Tables) 48: R36 Leases Summary of Minimum Future Office Space and HTML 42K Equipment Lease Payments Due (Tables) 33: R37 Fair Value Measurements (Tables) HTML 144K 75: R38 Marketable Securities and Investments (Tables) HTML 133K 110: R39 Marketable Securities and Investments Cash and HTML 104K Available-for-sale Securities by Significant Investment Type (Tables) 89: R40 Goodwill and Other Intangible Assets (Tables) HTML 146K 102: R41 Goodwill and Other Intangible Assets Schedule of HTML 49K Finite Lived Intangible Assets by Segment (Tables) 59: R42 Other Non-Current Liabilities (Tables) HTML 43K 17: R43 Other Current Assets and Non-current Liabilities HTML 44K Other Current Assets (Tables) 90: R44 Pension Plan and Life Insurance Contract (Tables) HTML 100K 103: R45 Stock-Based Compensation (Tables) HTML 85K 60: R46 Stock-Based Compensation Schedule of Share-based HTML 46K Compensation, Phantom Stock Units Award Activity (Tables) 18: R47 Restructuring Schedule of Restructuring Charges by HTML 58K Segment (Tables) 91: R48 Restructuring Schedule of Restructuring Charges HTML 162K and Related Cash Payments (Tables) 101: R49 Income Taxes (Tables) HTML 159K 121: R50 Changes in Accumulated Other Comprehensive Income HTML 50K (Tables) 84: R51 Segment Information (Tables) HTML 170K 36: R52 Commitments and Contingencies (Tables) HTML 42K 52: R53 Summary of Significant Accounting Policies - HTML 47K Summary of Estimated Useful Life of Property and Equipment (Detail) 120: R54 Summary of Significant Accounting Policies HTML 64K Earnings Per Share (Details) 83: R55 Summary of Significant Accounting Policies HTML 44K Restricted Cash (Details) 35: R56 Summary of Significant Accounting Policies Summary HTML 41K of Significant Accounting Policies - Salaries and Employee Benefits (Details) 51: R57 Summary of Significant Accounting Policies Summary HTML 37K of Significant Accounting Policies - Concentration of Risk (Details) 122: R58 Revenue (Details) HTML 62K 82: R59 Allowance for Doubtful Accounts - Summary of HTML 45K Allowance for Doubtful Accounts (Detail) 23: R60 Property and Equipment, Net - Components of HTML 51K Company's Property and Equipment (Detail) 63: R61 Property and Equipment, Net - Additional HTML 37K Information (Detail) 99: R62 Leases (Details) HTML 44K 87: R63 Leases Lessee, Operating Lease, Liability, HTML 60K Maturity (Details) 22: R64 Leases Operating Lease, Supplemental Cash Flow HTML 39K (Details) 62: R65 Leases Lease, Cost (Details) HTML 51K 98: R66 Fair Value Measurements - Levels of Inputs Used to HTML 59K Measure Fair Value of Assets (Detail) 86: R67 Fair Value Measurements - Reconciliation of HTML 46K Beginning and Ending Balance of Level 3 Assets and Liabilities (Details) 19: R68 Investments - Additional Information (Detail) HTML 85K 65: R69 Investments Cash and Available-for-sale Securities HTML 66K by Significant Investment Category (Details) 56: R70 Acquisitions - Additional Information (Detail) HTML 72K 39: R71 Goodwill and Other Intangible Assets - Changes in HTML 94K Carrying Amount of Goodwill by Segment (Detail) 79: R72 Goodwill and Other Intangible Assets - Goodwill - HTML 77K Additional Information (Detail) 117: R73 Goodwill and Other Intangible Assets - Summary of HTML 47K Other Intangible Assets Net by Segment (Detail) 57: R74 Goodwill and Other Intangible Assets - Carrying HTML 55K Amount of Amortizable Intangible Assets and Related Accumulated Amortization (Detail) 40: R75 Goodwill and Other Intangible Assets - Intangible HTML 64K Assets- Additional Information (Detail) 80: R76 Other Non-Current Liabilities - Components of HTML 40K Other Non-Current Liabilities (Detail) 118: R77 Other Current Assets and Non-current Liabilities HTML 40K Other Current Assets (Details) 54: R78 Line of Credit - Additional Information (Detail) HTML 64K 43: R79 Employee Benefit Plans - Additional Information HTML 72K (Detail) 55: R80 Pension Plan and Life Insurance Contract - HTML 48K Reconcile Benefit Obligation for Pension Plan (Detail) 37: R81 Pension Plan and Life Insurance Contract - Benefit HTML 47K Obligation Amounts Recognized in Consolidated Balance Sheets (Detail) 78: R82 Pension Plan and Life Insurance Contract - HTML 61K Additional Information (Detail) 116: R83 Pension Plan and Life Insurance Contract - HTML 54K Assumptions to Determine Company's Benefit Obligation (Detail) 58: R84 Pension Plan and Life Insurance Contract - Summary HTML 48K of Benefits Expected to Be Paid in Each of Next Five Years (Detail) 41: R85 Stock-based Compensation - Additional Information HTML 95K (Detail) 81: R86 Stock-based Compensation - Summary of Information HTML 48K with Respect to Stock-Based Compensation (Detail) 119: R87 Stock-based Compensation - Restricted Stock Unit HTML 74K Activity (Detail) 53: R88 Stock-based Compensation - Performance Stock Unit HTML 91K Activity (Detail) 42: R89 Stock-Based Compensation Stock-based Compensation HTML 51K - Phantom Stock Unit Activity (Details) 24: R90 Restructuring (Details) HTML 41K 64: R91 Restructuring Restructuring Charges Additional HTML 63K Details (Details) 100: R92 Restructuring Restructuring Charges and Related HTML 68K Cash Payments (Details) 88: R93 Income Taxes - Sources of Income before Income HTML 42K Taxes (Detail) 21: R94 Income Taxes - Provision for (Benefit from) Income HTML 65K Taxes (Detail) 61: R95 Income Taxes - Additional Information (Detail) HTML 85K 97: R96 Income Taxes - Reconciliation of Provision for HTML 66K (Benefit from) Income Taxes (Detail) 85: R97 Income Taxes - Summary of Deferred Tax Assets and HTML 102K Liabilities (Detail) 20: R98 Income Taxes - Reconciliation of Amounts of Gross HTML 47K Unrecognized Tax Benefits (Detail) 66: R99 Changes in Accumulated Other Comprehensive Income HTML 51K - Changes in Accumulated Other Comprehensive Income ("AOCI") by Component (Detail) 49: R100 Segment Information - Revenue, Operating Income, HTML 87K Depreciation and Amortization, and Capital Expenditures, by Segment (Detail) 34: R101 Segment Information - Identifiable Assets, HTML 62K Goodwill and Other Intangible Assets, Net, by Segment (Detail) 73: R102 Guarantees - Additional Information (Detail) HTML 37K 112: R103 Commitments and Contingencies Commitments and HTML 37K Contingencies, Lease Expiration Period (Details) 105: R9999 Uncategorized Items - hsii-20191231.xml HTML 35K 38: XML IDEA XML File -- Filing Summary XML 225K 50: EXCEL IDEA Workbook of Financial Reports XLSX 125K 11: EX-101.INS XBRL Instance -- hsii-20191231 XML 3.67M 13: EX-101.CAL XBRL Calculations -- hsii-20191231_cal XML 295K 14: EX-101.DEF XBRL Definitions -- hsii-20191231_def XML 1.57M 15: EX-101.LAB XBRL Labels -- hsii-20191231_lab XML 2.66M 16: EX-101.PRE XBRL Presentations -- hsii-20191231_pre XML 2.00M 12: EX-101.SCH XBRL Schema -- hsii-20191231 XSD 317K 123: ZIP XBRL Zipped Folder -- 0001066605-20-000005-xbrl Zip 378K
Exhibit |
1. | Definitions. All capitalized terms used herein, unless specifically defined herein, shall have the same meanings as established in the Program. |
2. | Participation. Contingent upon the execution of the Agreement, the
Company hereby grants to the Participant ____ PRSUs subject to the terms and conditions herein. |
3. | Vesting of PRSUs. |
a. | Subject to Section 3(b) and Section 4 below, all PRSUs granted under the Agreement shall vest in accordance with the Earn-Out Installments set forth in the Quota Purchase Agreement dated August 23, 2019 (the “QPA”), with 1) 50% vesting with the First Earn-Out Installment; and 2) 50%
vesting with the Second Earn-Out Installment; provided the Participant has been in Continuous Service through each vesting date. For purposes of the Agreement, “Continuous Service” shall mean the Participant’s service with the Company or any Subsidiary or Affiliate as a quota holder has not been interrupted or terminated, and shall include any period during which the Participant is on an approved leave of absence from the Company or its Subsidiaries or Affiliates. |
b. | Vesting of the
PRSUs shall also be contingent upon the achievement of the respective Earn-Out Installments described in the QPA. The PRSUs awarded to the Participant shall only vest should the applicable Earn-Out Installment metrics being achieved. |
c. | If the Participant’s Continuous Service is terminated as a result of the Participant’s death or Disability, all PRSUs granted to the Participant under the Agreement will immediately vest. |
4. | Effect of Vesting. |
a. | If,
and at the time, the Participant’s PRSUs vest under the terms of Section 3 or Section 9, and subject to Section 7, such Participant shall receive as full consideration for the PRSUs the number of PRSUs which vested on such date. |
b. | The PRSUs granted to the Participant shall be maintained in a bookkeeping account with the custodian appointed by the Human Resources & Compensation Committee (the “Committee”) from time to time (the “Custodian”) for such Participant if and until the PRSUs are converted into Shares pursuant to this Section 4, at which time the Shares shall be issued to the Participant in accordance with Section 5 below. |
5. | Delivery
of Shares to the Participant. As soon as practicable after the PRSUs vest and are converted into Shares, and subject to Section 7, the Custodian shall, without transfer or issue tax or other incidental expense to the Participant, deliver to the Participant by first-class insured mail addressed to the Participant at the address shown on page 1 or the last address of record on file with the Custodian, (i) a statement from the Custodian referencing the number of Shares held in the Participant’s name in a book entry account, or (ii) at the Participant’s request, certificate(s) for the number of Shares as to which the PRSUs vested. In any event, Shares due to the Participant shall be delivered as described above no later than March 15 of the year following the calendar year in which such PRSUs vest. |
6. | Dividend
Equivalents. The Company shall credit the Participant’s PRSU account with an amount equal to the dividends, if any, that would be paid with respect to the unvested PRSUs as if the PRSUs were actual Shares to a shareholder as of the record date. Such amount shall be credited to the Participant’s PRSU account at the same time dividends are paid with respect to the Shares, shall be subject to the vesting and forfeiture provisions set forth in Sections 3, 4 and 10 of the Agreement, and shall be paid in cash, as soon as practical following when the Participant’s related PRSUs vest and are issued as Shares to the Participant. |
7. | Tax
Withholdings and Payments. |
a. | The Participant will pay withholding taxes attributable to the receipt of Shares from the PRSUs by having cash withheld by the Company or its Subsidiary or Affiliate that would otherwise be received by the Participant under the Agreement, or by any other method approved by the Committee. |
b. | The
Company shall deduct from the dividend equivalents paid to the Participant pursuant to Section 6 the Participant’s withholding obligation arising from such payment. |
8. | Mandatory Holding Requirement. The Participant agrees not to transfer, sell, pledge, hypothecate or otherwise dispose of the Shares that are delivered to the Participant under this Agreement 180 days from the date such Shares vest. |
9. | Forfeiture
of PRSUs. |
a. | Subject to the next following sentence, the Participant’s unvested PRSUs shall be forfeited to the Company upon the Participant’s termination of Continuous Service for any reason other than (a) the Participant’s death or Disability that occurs prior to the date the PRSUs vest as provided in Section 3 above or (b) the Participant’s termination of Continuous Service by the Company or any Subsidiary or Affiliate without Cause. |
b. | The
Participant’s unvested PRSUs shall also be forfeited to the Company in the event that the applicable Earn-Out Installment described in the QPA is not achieved. |
c. | The Participant agrees that the Company or its Subsidiary or Affiliate may deduct from any amounts the Company or its Subsidiary or Affiliate owes the Participant from time to time, to the extent of any amounts the Participant owes the
Company or its Subsidiary or Affiliate under this Section 10. The provisions of this section and any amounts repayable by the Participant hereunder are intended to be in addition to any rights to repayment the Company or its Subsidiary or Affiliate may have under applicable law. |
10. | Miscellaneous. |
a. | The
Company or any Subsidiary or Affiliate shall have no obligation to continue any relationship as a result of an Award under the Program and/or the Agreement. The Participant acknowledges and agrees that: (i) the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the grant of PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PRSUs; (iii) the PRSUs are not a part of normal or expected dividend payment for any purposes; (iv) the future value of the underlying shares is unknown and cannot be predicted with certainty; and (vii) in consideration of the grant of PRSUs, no claim or entitlement to compensation or damages
shall arise from termination of the PRSUs or diminution in value of the PRSUs or Shares received upon vesting. |
b. | The Company may amend, alter or discontinue the Agreement, without the consent of the Participant so long as such amendment, alteration or discontinuance would not impair any of the rights or obligations under any Award theretofore granted to the Participant under the Program. The Committee may amend the Agreement in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. |
c. | The
parties agree that the Agreement shall be governed by and interpreted and construed in accordance with the laws of the United States and, in particular, those of the State of Illinois without regard to its conflict of law principles, as Illinois is the situs of the principal corporate office of the Company. Furthermore, to the extent not prohibited under applicable law, and unless the Company affirmatively elects in writing to allow the proceeding to be brought (or itself brings such a proceeding) in a different venue, the parties agree that any suit, action or proceeding with respect to the Program, the PRSUs or the Agreement shall be brought in the state courts in Chicago, Illinois or in the U.S. District Court for the Northern District of Illinois. The parties hereby accept the exclusive jurisdiction
of those courts for the purpose of any such suit, action or proceeding. Venue for any such action, in addition to any other venue required or otherwise mandated by statute, will be in Chicago, Illinois. Each party further agrees to waive any applicable right to a jury trial, and expressly elects to have the matter heard as a bench trial. |
d. | Unless waived by the Company, any notice to the Company required under or relating to the Agreement shall be in writing and addressed to: |
11. | Program
Governs. All terms and conditions of the Program are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Program and the Agreement, the terms and conditions of the Program, as interpreted by the Committee, shall govern. |
12. | Data Privacy. By signing above, the Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 13. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, the Participant’s failure to provide the consent may affect
the Participant’s ability to participate in the Program. The Company and its Subsidiaries and Affiliates hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other rights or entitlements to shares of stock in the Participant’s favor, for the purpose of managing and administering the Program (“Data”). The Company, its Subsidiaries
and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Program, and the Company and any of its Subsidiaries or Affiliates may each further transfer Data to any third parties assisting in the implementation, administration and management of the Program. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Program, including any requisite transfer of such Data as may be required for the administration
of the Program and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Program. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, by withdrawing consent, the Participant will affect his or her ability to participate in the Program. |
13. | Execution of the Agreement. |
a. | The
Parties agree that this Agreement shall be considered executed by both parties executing the Agreement on the first page hereof, which is a part hereof. |
b. | This Agreement, or any amendments thereto, may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/24/20 | 8-K | ||
For Period end: | 12/31/19 | 5 | ||
8/23/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/24 Heidrick & Struggles Int’l Inc. 10-K 12/31/23 120:12M 2/27/23 Heidrick & Struggles Int’l Inc. 10-K 12/31/22 118:15M 2/28/22 Heidrick & Struggles Int’l Inc. 10-K 12/31/21 107:13M 2/24/21 Heidrick & Struggles Int’l Inc. 10-K 12/31/20 109:13M |