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As Of Filer Filing For·On·As Docs:Size 7/23/14 PPG Industries Inc 10-Q 6/30/14 87:11M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 597K
2: EX-2 Stock Purchase Agreement HTML 447K
3: EX-10 Material Contract HTML 63K
4: EX-12 Ratio of Earnings to Fixed Charges HTML 47K
5: EX-31.1 CEO Certification HTML 32K
6: EX-31.2 CFO Certification HTML 32K
7: EX-32.1 CEO 906 Certification HTML 26K
8: EX-32.2 CFO 906 Certification HTML 27K
59: R1 Document and Entity Information HTML 44K
46: R2 Condensed Consolidated Statement of Income HTML 114K
57: R3 Condensed Consolidated Statement of Comprehensive HTML 59K
Income
61: R4 Condensed Consolidated Balance Sheet HTML 144K
80: R5 Condensed Consolidated Balance Sheet HTML 30K
(Parenthetical)
48: R6 Condensed Consolidated Statement of Cash Flows HTML 172K
56: R7 Basis of Presentation HTML 34K
42: R8 New Accounting Standards HTML 34K
32: R9 Acquisitions HTML 53K
81: R10 Discontinued Operations HTML 85K
63: R11 Inventories HTML 39K
62: R12 Goodwill and Other Identifiable Intangible Assets HTML 81K
68: R13 Business Restructuring HTML 65K
69: R14 Earnings Per Common Share HTML 48K
66: R15 Income Taxes HTML 36K
70: R16 Pensions and Other Postretirement Benefits HTML 81K
58: R17 Shareholders' Equity HTML 82K
60: R18 Accumulated Other Comprehensive Income (Notes) HTML 90K
65: R19 Financial Instruments, Hedging Activities and Fair HTML 169K
Value Measurements
87: R20 Stock-Based Compensation HTML 49K
76: R21 Commitments and Contingent Liabilities HTML 129K
52: R22 Reportable Segment Information HTML 86K
64: R23 Subsequent Event (Notes) HTML 27K
54: R24 New Accounting Standards (Policies) HTML 30K
23: R25 Acquisitions (Tables) HTML 44K
77: R26 Discontinued Operations (Tables) HTML 77K
84: R27 Inventories (Tables) HTML 36K
37: R28 Goodwill and Other Identifiable Intangible Assets HTML 76K
(Tables)
36: R29 Business Restructuring (Tables) HTML 63K
40: R30 Earnings Per Common Share (Tables) HTML 46K
41: R31 Income Taxes (Tables) HTML 30K
43: R32 Pensions and Other Postretirement Benefits HTML 73K
(Tables)
21: R33 Shareholders' Equity (Tables) HTML 76K
74: R34 Accumulated Other Comprehensive Income (Tables) HTML 87K
50: R35 Financial Instruments, Hedging Activities and Fair HTML 145K
Value Measurements (Tables)
53: R36 Stock-Based Compensation (Tables) HTML 53K
26: R37 Commitments and Contingent Liabilities (Tables) HTML 51K
86: R38 Reportable Segment Information (Tables) HTML 76K
15: R39 Basis of Presentation (Details) HTML 28K
44: R40 Acquisitions (Additional Information) (Details) HTML 51K
79: R41 Acquisitions (Summary of Purchase Price HTML 58K
Allocations) (Details)
25: R42 Acquisitions (Pro Forma Information) (Details) HTML 27K
35: R43 Discontinued Operations (Details) HTML 89K
39: R44 Discontinued Operations (Major classes of assets HTML 61K
and liabilities) (Details)
47: R45 Discontinued Operations (Net sales and earnings HTML 56K
from discontinued operations) (Details)
20: R46 Inventories (Schedule of Inventory) (Details) HTML 38K
31: R47 Inventories (Additional Information) (Details) HTML 29K
17: R48 Goodwill and Other Identifiable Intangible Assets HTML 42K
(Additional Information) (Details)
78: R49 Goodwill and Other Identifiable Intangible Assets HTML 40K
(Carrying Amount of Goodwill) (Details)
24: R50 Goodwill and Other Identifiable Intangible Assets HTML 38K
(Identifiable Intangible Assets with Finite Lives)
(Details)
75: R51 Business Restructuring (Additional Information) HTML 28K
(Details)
27: R52 Business Restructuring (Schedule of Restructuring HTML 72K
Activity) (Details)
45: R53 Earnings Per Common Share (Calculations) (Details) HTML 40K
16: R54 Earnings Per Common Share (Additional Information) HTML 28K
(Details)
19: R55 Income Taxes (Details) HTML 39K
38: R56 Pensions and Other Postretirement Benefits (Net HTML 50K
Periodic Benefit Costs) (Details)
22: R57 Pensions and Other Postretirement Benefits HTML 68K
(Additional Information) (Details)
82: R58 Shareholders' Equity (Details) HTML 65K
49: R59 Accumulated Other Comprehensive Income (Details) HTML 57K
67: R60 Financial Instruments, Hedging Activities and Fair HTML 69K
Value Measurements (Additional Information)
(Details)
29: R61 Financial Instruments, Hedging Activities and Fair HTML 36K
Value Measurements (Cash Flow and Net Investment
Hedges) (Details)
33: R62 Financial Instruments, Hedging Activities and Fair HTML 62K
Value Measurements (Assets and liabilities
reported at fair value on a recurring basis)
(Details)
73: R63 Stock-Based Compensation (Additional Information) HTML 71K
(Details)
71: R64 Stock-Based Compensation (Weighted Average HTML 37K
Assumptions Used in Calculating Fair Value of
Stock Option) (Details)
51: R65 Commitments and Contingent Liabilities (Additional HTML 184K
Information) (Details)
72: R66 Commitments and Contingent Liabilities (Accretion HTML 38K
Of Future Funding Obligation) (Details)
28: R67 Commitments and Contingent Liabilities (Impact of HTML 34K
PPG Settlement Arrangement Including Change in
Fair Value of Stock to be Transferred) (Details)
55: R68 Reportable Segment Information (Additional HTML 37K
Information) (Details)
83: R69 Reportable Segment Information (Segment Net Sales HTML 45K
and Income) (Details)
85: XML IDEA XML File -- Filing Summary XML 127K
18: EXCEL IDEA Workbook of Financial Reports XLSX 245K
34: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.75M
9: EX-101.INS XBRL Instance -- ppg-20140630 XML 2.60M
11: EX-101.CAL XBRL Calculations -- ppg-20140630_cal XML 281K
12: EX-101.DEF XBRL Definitions -- ppg-20140630_def XML 719K
13: EX-101.LAB XBRL Labels -- ppg-20140630_lab XML 1.84M
14: EX-101.PRE XBRL Presentations -- ppg-20140630_pre XML 1.01M
10: EX-101.SCH XBRL Schema -- ppg-20140630 XSD 208K
30: ZIP XBRL Zipped Folder -- 0000079879-14-000054-xbrl Zip 276K
| RSU Agreement for Directors - Exhibit 10 |
Participant Name: | |
Date of Grant: | |
Number of Restricted Stock Units Granted: | |
Dividend
Equivalents: | “Dividend Equivalents” are granted with respect to this Restricted Stock Unit Award and shall be credited to Participant in accordance with paragraph 1.B of the Agreement. “Dividend Equivalents” means the right to receive the equivalent value (in cash or shares) of dividends paid on one share of Common Stock for each share that may be issued under an Award. |
Vesting: | The “Vesting Date” of the Award is [insert date of the day prior to the subsequent Annual Meeting of Shareholders] |
Forfeiture: | This Award shall be forfeited as of the date of any termination of the Participant’s service as a member of the Board of
the Company (“Director”) if such termination occurs prior to the Vesting Date (as set forth above). Notwithstanding the foregoing (but subject to the continuing conditions provisions of paragraph 3 of the Agreement), the Award will no longer be subject to forfeiture (i) upon a Change in Control or (ii) if the Participant’s service as a Director terminates and such termination is not due to the Participant’s resignation or removal as a Director at the request of a majority of the Board. |
1. | Terms
and Conditions of the Award. |
A. | This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested in the manner set forth in the Grant Notice and paragraph 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units. |
B. | On
each date that the Company pays a dividend on its Common Stock prior to the payment of the Award, the Participant shall be entitled to a Dividend Equivalent on each Restricted Stock Unit subject to this Agreement. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, in the event and to the extent the Participant is permitted and elects to defer payment of the Restricted Stock Units subject to this Agreement, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Company’s Deferred Compensation Plan for Directors. In the event such Dividend Equivalents are not so deferred, the Dividend Equivalents shall be paid to the Participant in the same form, based on the same record date and at the same time, as such
dividend is paid by the Company on its Common Stock. For purposes of the time and form of payment requirements of Section 409A of the Code and the U.S. Treasury Regulations issued thereunder (collectively “Section 409A”), such Dividend Equivalents shall be treated separately from the Restricted Stock Units. |
C. | From the Date of Grant until the Restricted Stock Units become vested or are forfeited in accordance with the terms of the Grant Notice and this Agreement, the Restricted Stock Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the
Company. |
D. | Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than
an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant. In addition, the Restricted Stock Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, and any applicable federal or state securities law. |
2. | Provisions
Applicable to Settlement of Restricted Stock Unit Awards. |
A. | Upon attainment of the Vesting Date (as defined in the Grant Notice) without a forfeiture of the Restricted Stock Units, and upon the satisfaction of all other applicable conditions as to the issuance of the Restricted Stock Units (including the payment by the Participant of all applicable Tax-Related Items as defined in paragraph 7), the Restricted Stock Unit Award granted under this Agreement shall be settled by issuance to the Participant of shares of Common Stock equal to the number of Restricted Stock Units set forth in the Grant Notice. |
B. | Any
shares of Common Stock issued to the Participant with respect to his or her Award shall be subject to such restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions. |
C. | Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the Restricted Stock Units pursuant to the terms and conditions established
by the Company, the issuance of the shares of Common Stock in accordance with the provisions of this paragraph 2 will be delivered not later than (i) the last day of the calendar year in which the Vesting Date occurs, or (ii) if later, the 15th day of the third calendar month following the Vesting Date. Payout of Restricted Stock Units that have been deferred shall be governed by the terms and conditions of the deferral election form. In addition, any distribution that becomes due under the terms of this Agreement will be delayed in the following circumstances: (i) if the Company reasonably anticipates that the distribution will violate Federal securities laws or other applicable law, provided that the distribution is made at the earliest date at which the
Company reasonably anticipates that the distribution will no longer cause such violation; or (ii) upon such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin. |
3. | Continuing Conditions. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply: |
A. | If
at any time prior to the Vesting Date or within one (1) year after the Vesting Date, without the prior written consent of the Company, the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, as determined in the sole discretion of the Board, including, but not limited to: (i) conduct related to the Participant’s service as a Director of the
Company for which either criminal or civil penalties against the Participant may be sought; (ii) violation of Company (or Subsidiary) code of ethics or similar policy; (iii) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (iv) disclosing or misusing any confidential information or material concerning the
Company or any of its Subsidiaries; or (v) participating in a hostile takeover attempt, then this Award shall terminate effective as of the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain” realized by the Participant shall be |
B. | By accepting this Agreement, the Participant consents to a deduction from any amounts the Company or any of its Subsidiaries owes the Participant from time to time (including amounts owed the Participant as a retainer, wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the
Company or any of its Subsidiaries), to the extent of the amounts payable to the Company by the Participant under paragraph 3.A. above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount payable by the Participant, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company. |
4. | Award
Subject to Plan Provisions. Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement. |
5. | Applicable Law; Entire Agreement; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all
terms and conditions with respect to the subject matter hereof. |
6. | Further
Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to the Restricted Stock Units) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan. |
7. | Taxes. Regardless
of any action the Company and/or the Subsidiary retaining the Participant (the “Service Recipient”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into |
8. | Transfer Restrictions. This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned,
hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited. |
9. | Capitalization Adjustments. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant. |
10. | Securities
Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale. |
11. | Award
Confers No Rights to Continued Service. Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the service of the Company or any Subsidiary or affect the right of any such service recipient to terminate the Participant’s service. |
12. | Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
13. | Waiver. The
Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement. |
14. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Award or future awards under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant
hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
15. | Code Section 409A. It is the intent that the Restricted Stock Units shall be exempt from or comply with the requirements of Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. The
Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representation
that the terms of the Restricted Stock Units will comply with Section 409A or that payments under the Restricted Stock Units will not be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A. In no event whatsoever shall the Company or any of its Subsidiaries or affiliates be liable to any party for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/23/14 | 4 | ||
| For Period end: | 6/30/14 | 4, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/22 PPG Industries Inc. 10-K 12/31/21 125:18M 2/18/21 PPG Industries Inc. 10-K 12/31/20 133:19M |