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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/12 Donaldson Co Inc 10-K 7/31/12 112:9M American Fin’l P… Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for the Fiscal Year Ended July 31, 2012 HTML 1.01M
2: EX-10.CC Non-Employee Director Non-Qualified Stock Option HTML 43K
Agreement
3: EX-21 Subsidiaries List HTML 44K
4: EX-23 Consent of Pricewaterhousecoopers LLP HTML 31K
5: EX-24 Power of Attorney HTML 50K
6: EX-31.A Certification of CEO Pursuant to Section 302 HTML 38K
7: EX-31.B Certification of CFO Pursuant to Section 302 HTML 39K
8: EX-32 Certification of Ceo/CFO Pursuant to Section 906 HTML 35K
74: R1 Document And Entity Information HTML 61K
58: R2 Condensed Consolidated Statements Of Earnings HTML 97K
70: R3 Condensed Consolidated Balance Sheets HTML 157K
78: R4 Condensed Consolidated Balance Sheets HTML 56K
(Parenthetical)
101: R5 Condensed Consolidated Statements Of Cash Flows HTML 152K
60: R6 Consolidated Statements Of Changes In HTML 104K
Shareholders' Equity
69: R7 Consolidated Statements Of Changes In HTML 37K
Shareholders' Equity (Parenthetical)
52: R8 Summary Of Significant Accounting Policies HTML 75K
42: R9 Short-Term Investments HTML 34K
103: R10 Goodwill And Other Intangible Assets HTML 55K
80: R11 Credit Facilities HTML 43K
79: R12 Long-Term Debt HTML 47K
86: R13 Financial Instruments HTML 44K
87: R14 Fair Value HTML 55K
84: R15 Employee Benefit Plans HTML 149K
88: R16 Shareholders' Equity HTML 53K
71: R17 Stock Option Plans HTML 75K
75: R18 Income Taxes HTML 78K
82: R19 Segment Reporting HTML 95K
112: R20 Guarantees HTML 36K
96: R21 Warranty HTML 40K
65: R22 Commitments And Contingencies HTML 40K
81: R23 Restructuring HTML 46K
67: R24 Quarterly Financial Information HTML 58K
33: R25 Valuation And Qualifying Accounts HTML 43K
97: R26 Summary Of Significant Accounting Policies HTML 176K
(Policy)
108: R27 Summary Of Significant Accounting Policies HTML 56K
(Tables)
47: R28 Goodwill And Other Intangible Assets (Tables) HTML 53K
46: R29 Long-Term Debt (Tables) HTML 48K
50: R30 Financial Instruments (Tables) HTML 38K
51: R31 Fair Values (Tables) HTML 41K
53: R32 Employee Benefit Plans (Tables) HTML 130K
22: R33 Shareholders' Equity (Tables) HTML 37K
94: R34 Stock Option Plans (Tables) HTML 73K
63: R35 Income Taxes (Tables) HTML 82K
66: R36 Segment Reporting (Tables) HTML 91K
37: R37 Warranty (Tables) HTML 38K
111: R38 Restructuring (Tables) HTML 47K
15: R39 Quarterly Financial Information (Tables) HTML 55K
55: R40 Summary Of Significant Accounting Policies HTML 78K
(Narrative) (Details)
100: R41 Summary Of Significant Accounting Policies HTML 43K
(Components Of Inventory) (Details)
35: R42 Summary Of Significant Accounting Policies HTML 53K
(Components Of Property, Plant And Equipment)
(Details)
45: R43 Summary Of Significant Accounting Policies HTML 57K
(Components Of Accumulated Other Comprehensive
Income (Loss)) (Details)
49: R44 Summary Of Significant Accounting Policies HTML 69K
(Calculation Of Basic And Diluted Earnings Per
Share) (Details)
59: R45 Short-Term Investments (Details) HTML 34K
21: R46 Goodwill And Other Intangible Assets (Narrative) HTML 46K
(Details)
41: R47 Goodwill And Other Intangible Assets HTML 50K
(Reconciliation Of Goodwill) (Details)
17: R48 Goodwill And Other Intangible Assets HTML 58K
(Reconciliation Of Intangible Assets) (Details)
99: R49 Goodwill And Other Intangible Assets (Expected HTML 44K
Amortization Expense Relating To Existing
Intangible Assets) (Details)
34: R50 Credit Facilities (Details) HTML 57K
95: R51 Long-Term Debt (Narrative) (Details) HTML 58K
38: R52 Long-Term Debt (Schedule Of Long-Term Debt) HTML 63K
(Details)
56: R53 Financial Instruments (Narrative) (Details) HTML 41K
16: R54 Financial Instruments (Impact On Accumulated Other HTML 43K
Comprehensive Income (Loss) And Earnings From
Foreign Exchange Contracts That Qualified As Cash
Flow Hedges) (Details)
19: R55 Fair Values (Narrative) (Details) HTML 42K
48: R56 Fair Values (Fair Value Of Outstanding Derivatives HTML 38K
In Consolidated Balance Sheets) (Details)
26: R57 Fair Values (Fair Value Of Financial Assets And HTML 36K
Liabilities) (Details)
104: R58 Employee Benefit Plans (Narrative) (Details) HTML 151K
62: R59 Employee Benefit Plans (Components Of Net Periodic HTML 60K
Pension Costs) (Details)
85: R60 Employee Benefit Plans (Obligations And Funded HTML 92K
Status Of Company's Pension Plans) (Details)
40: R61 Employee Benefit Plans (Weighted-Average Discount HTML 40K
Rates In Determining Actuarial Present Value Of
Projected Benefit Obligation) (Details)
43: R62 Employee Benefit Plans (Assumptions Used To HTML 45K
Determine Net Periodic Benefit Cost) (Details)
92: R63 Employee Benefit Plans (Fair Value Of Assets Held HTML 61K
By U.S. Pension Plans By Asset Category) (Details)
89: R64 Employee Benefit Plans (Changes In Fair Value Of HTML 66K
U.S. Pension Plans' Level 3 Assets) (Details)
64: R65 Employee Benefit Plans (Fair Value Of Assets Held HTML 54K
By International Pension Plans) (Details)
91: R66 Employee Benefit Plans (Changes In Fair Value Of HTML 52K
Assets Held By International Pension Plans' Level
3 Assets) (Details)
39: R67 Employee Benefit Plans (Estimated Future Benefit HTML 46K
Payments For U.S. And Non U.S. Plans) (Details)
68: R68 Shareholders' Equity (Narrative) (Details) HTML 46K
106: R69 Shareholders' Equity (Schedule Of Treasury Stock) HTML 51K
(Details)
18: R70 Stock Option Plans (Narrative) (Details) HTML 78K
32: R71 Stock Option Plans (Weighted Average Assumptions HTML 57K
For Recognized Fair Value Of Stock-Based Employee
Compensation Cost) (Details)
57: R72 Stock Option Plans (Stock Option Activity) HTML 58K
(Details)
24: R73 Stock Option Plans (Outstanding And Exercisable HTML 75K
Options) (Details)
110: R74 Stock Option Plans (Status For Options Contain HTML 60K
Vesting Provisions) (Details)
36: R75 Income Taxes (Narrative) (Details) HTML 77K
27: R76 Income Taxes (Components Of Earnings Before Income HTML 41K
Taxes) (Details)
31: R77 Income Taxes (Components Of The Provision For HTML 78K
Income Taxes) (Details)
20: R78 Income Taxes (Schedule Of Reconciliation Of U.S. HTML 59K
Statutory Income Tax Rate With Effective Income
Tax Rate) (Details)
23: R79 Income Taxes (Schedule Of Temporary Differences HTML 76K
That Give Rise To Deferred Tax Assets And
Liabilities) (Details)
76: R80 Income Taxes (Schedule Of Reconciliation Of HTML 52K
Beginning And Ending Amount Of Gross Unrecognized
Tax Benefits) (Details)
29: R81 Income Taxes (Schedule Of Tax Years Affecting HTML 41K
Uncertain Tax Positions By Major Tax
Jurisdictions) (Details)
105: R82 Segment Reporting (Narrative) (Details) HTML 34K
54: R83 Segment Reporting (Summary Of Segment Detail) HTML 77K
(Details)
83: R84 Segment Reporting (Net Sales By Product Within HTML 70K
Engine Products Segment And Industrial Products
Segment) (Details)
90: R85 Segment Reporting (Geographic Sales By Origination HTML 52K
And Property, Plant And Equipment) (Details)
28: R86 Guarantees (Details) HTML 43K
30: R87 Warranty (Narrative) (Details) HTML 39K
102: R88 Warranty (Reconciliation Of Warranty Reserves) HTML 43K
(Details)
25: R89 Commitments And Contingencies (Details) HTML 62K
77: R90 Restructuring (Narrative) (Details) HTML 52K
73: R91 Restructuring (Reconciliation Of Restructuring HTML 45K
Reserves) (Details)
93: R92 Restructuring (Schedule Of Restructuring Expense) HTML 38K
(Details)
72: R93 Quarterly Financial Information (Narrative) HTML 35K
(Details)
61: R94 Quarterly Financial Information (Quarterly HTML 66K
Financial Information) (Details)
98: R95 Valuation And Qualifying Accounts (Details) HTML 45K
109: XML IDEA XML File -- Filing Summary XML 178K
44: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.23M
9: EX-101.INS XBRL Instance -- dci-20120731 XML 2.27M
11: EX-101.CAL XBRL Calculations -- dci-20120731_cal XML 191K
12: EX-101.DEF XBRL Definitions -- dci-20120731_def XML 633K
13: EX-101.LAB XBRL Labels -- dci-20120731_lab XML 1.62M
14: EX-101.PRE XBRL Presentations -- dci-20120731_pre XML 1.23M
10: EX-101.SCH XBRL Schema -- dci-20120731 XSD 231K
107: ZIP XBRL Zipped Folder -- 0000897101-12-001641-xbrl Zip 199K
Exhibit 10-CC
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
OPTION AGREEMENT made this ___ day of ____, ____, by and between Donaldson Company, Inc., a Delaware corporation (hereinafter, together with its subsidiaries, called “Donaldson”), and _______________, a non-employee Director of Donaldson (hereinafter called “Participant”).
In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:
1. Donaldson irrevocably grants to the Participant the right and option to purchase all or any part of an aggregate of _____ shares of Common Stock, par value of $5.00 per share, of Donaldson. This option is granted pursuant to the Donaldson Company Non-Qualified Stock Option Program for Non-Employee Directors (the “Plan”). The Participant acknowledges receipt of a copy of the Plan.
2. The purchase price of the shares of Common Stock subject to this option is ____ per share. The date of grant is ________.
3. The term of this option is for the period of ten years from and after the date of grant, or such shorter period as may be provided by the provisions of the Plan.
4. This option shall not be transferable otherwise than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant; provided, however, that notwithstanding the above, this option shall be transferable by Participant to family members and related estate planning entities.
5. Each Annual Option Grant may be exercised by the Eligible Director under the following schedule except as otherwise provided in this Agreement. The Option may not be exercised for a period of one (1) year from the date of grant. Following that one-year period, the Option vests in equal one-third increments:
| - | one-third of the shares vest on the one-year anniversary date from the date of grant; |
| - | one-third of the shares vest on the two-year anniversary date from the date of grant; |
| - | one-third of the shares vest on the three-year anniversary date from the date of grant. |
The Option may be exercised as to any or all of the shares that are vested. An unvested portion of the Option shall only vest so long as:
| (1) | the Eligible Director remains a Director of the Company on the date that the applicable shares vest, |
| (2) | the Eligible Director retires or resigns from service as a Director of the Company in accordance with the age and term limits of the Corporate Governance Guidelines of the Company, or |
| (3) | the Eligible Director’s service as a Director of the Company is terminated for any other reason and a majority of the members of the Board of Directors other than the Eligible Director consent to the continued vesting of such portion of the Option in accordance with the original vesting schedule. |
The vesting of the Option also is subject to acceleration in the event of a Change in Control of Donaldson as defined in the Non-Employee Director Non-Qualified Stock Option Agreement.
C:
6. The Participant may exercise this option in whole or in part at any time during the term as specified above but not after ten years from the date of grant; provided, that if the Participant dies, this option may be exercised within three years after death, but not after ten years from the date granted, by the Participant's estate or by the person or persons who acquire the right to exercise this option by bequest, inheritance or otherwise by reason of such death. Donaldson and the Participant recognize that this Agreement in no way restricts the right of Donaldson to terminate the Participant's membership consistent with applicable Delaware laws.
7. Subject to the terms and conditions of this Agreement, the Option may be exercised only within the Option period by serving written notice of exercise on Donaldson at its principal office which is as of this date located at 1400 W. 94th Street, Bloomington, Minnesota, Attention: Assistant Treasurer or Treasurer, or such other forms of written or electronic notice as are designated by the Company. The notice must state the number of shares being exercised and include payment in full of the purchase price. Payment of the purchase price shall be made in cash or, with the approval of Donaldson (which may be given in its sole discretion), in Common Stock of Donaldson having a fair market value equal to the full purchase price of the shares being acquired or a combination of cash and such shares. For these purposes, the fair market value of Donaldson’s Common Stock as of any date shall be as reasonably determined by Donaldson.
8. In the event of a Change in Control of Donaldson (as defined below), any outstanding options granted under this Agreement not previously vested and exercisable shall become fully vested and exercisable and shall remain exercisable thereafter until they are either exercised or expire by their terms. The term “Change in Control” shall have the following meaning assigned to it in this Agreement. A “Change in Control” of Donaldson shall have occurred if (i) any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Donaldson, any trustee or other fiduciary holding securities under an employee benefit plan of Donaldson or any corporation owned, directly or indirectly, by the shareholders of Donaldson in substantially the same proportions as their ownership of stock of Donaldson), either is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Donaldson representing 30% or more of the combined voting power of Donaldson's then outstanding securities, (ii) during any period of two consecutive years (not including any period prior to the effective date of this Master Plan), individuals who at the beginning of such period constitute the Board of Directors of Donaldson (the “Board”), and any new director (other than a director designated by a person who has entered into an agreement with Donaldson to effect a transaction described in clause (i), (iii) or (iv) of this subparagraph) whose election by the Board or nomination for election by Donaldson's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, unless the approval of the election or nomination for election of such new directors was in connection with an actual or threatened election or proxy contest, (iii) the shareholders of Donaldson approve a merger or consolidation of Donaldson with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Donaldson outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of Donaldson or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of Donaldson (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of Donaldson’s then outstanding securities or (iv) the shareholders of Donaldson approve a plan of complete liquidation of Donaldson or an agreement for the sale or disposition by Donaldson of all or substantially all of Donaldson's assets or any transaction having a similar effect.
9. If all or any portion of the option is exercised subsequent to any stock dividend or split, recapitalization, consolidation, or the like, occurring after the date hereof, as a result of which securities of any class shall be issued in respect of outstanding shares of Common Stock, or shares of Common Stock shall be changed into the same or a different number of shares or other securities of the same or other class or classes, then the Board of Directors shall determine if any equitable adjustment is necessary to protect the Participant against dilution and shall determine the terms of such adjustment, if any. In the case of any stock dividend or split effected after the date hereof, the number of shares to be granted hereunder shall be automatically adjusted to prevent dilution of the potential benefits intended to be made available hereunder.
IN WITNESS WHEREOF, Donaldson and the Participant have duly executed this Agreement as of the day and year first above written.
| DONALDSON COMPANY, INC. | PARTICIPANT | |||
| By: | ||||
| Name | Name | |||
| Its: | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/23 Donaldson Co. Inc. 10-K 7/31/23 123:14M 9/23/22 Donaldson Co. Inc. 10-K 7/31/22 123:17M 9/24/21 Donaldson Co. Inc. 10-K 7/31/21 115:13M 9/25/20 Donaldson Co. Inc. 10-K 7/31/20 121:16M |