Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.15M
2: EX-10.44 Form of Director Restricted Stock Agreement HTML 54K
4: EX-21.1 List of Subsidiaries HTML 38K
5: EX-23.1 Consent of Kpmg LLP HTML 24K
3: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 47K
6: EX-31.1 Section 302 CEO Certification HTML 30K
7: EX-31.2 Section 302 CFO Certification HTML 29K
8: EX-32.1 Section 906 CEO Certification HTML 25K
9: EX-32.2 Section 906 CFO Certification HTML 25K
60: R1 Document and Entity Information HTML 53K
47: R2 Consolidated Balance Sheets HTML 163K
58: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
62: R4 Consolidated Statements of Operations HTML 168K
81: R5 Consolidated Statements of Operations HTML 28K
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49: R6 Consolidated Statements of Comprehensive Income HTML 60K
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57: R7 Consolidated Statements of Comprehensive Income HTML 35K
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82: R10 Description of Business HTML 27K
64: R11 Summary of Significant Accounting Policies HTML 82K
63: R12 Property and Equipment HTML 41K
69: R13 Goodwill and Intangible Assets (Notes) HTML 82K
70: R14 Noncontrolling Interests, Partnership and Joint HTML 45K
Ventures
67: R15 Derivative Financial Instruments HTML 88K
71: R16 Long-Term Indebtedness HTML 67K
59: R17 Selling, General and Administrative Expenses HTML 36K
61: R18 Stock Benefit Plans (Notes) HTML 132K
66: R19 Fair Value of Financial Instruments HTML 51K
88: R20 Income Taxes HTML 154K
77: R21 Preferred Stock, Common Stock and Other HTML 132K
Stockholders' Equity (Deficit)
53: R22 Pension Benefits HTML 211K
65: R23 Earnings Per Common Share HTML 50K
55: R24 Commitments and Contingencies HTML 68K
24: R25 Business Segments HTML 92K
78: R26 Quarterly Financial Information (Unaudited) HTML 82K
85: R27 Summary of Significant Accounting Policies HTML 153K
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37: R28 Summary of Significant Accounting Policies HTML 28K
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36: R29 Property and Equipment (Tables) HTML 40K
40: R30 Goodwill and Intangible Assets (Tables) HTML 78K
41: R31 Noncontrolling Interests, Partnership and Joint HTML 42K
Ventures (Tables)
44: R32 Derivative Financial Instruments (Tables) HTML 76K
22: R33 Long-Term Indebtedness (Tables) HTML 51K
75: R34 Selling, General and Administrative Expenses HTML 35K
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51: R35 Stock Benefit Plans (Tables) HTML 103K
54: R36 Fair Value of Financial Instruments (Tables) HTML 46K
27: R37 Income Taxes (Tables) HTML 150K
87: R38 Preferred Stock, Common Stock and Other HTML 118K
Stockholders' Equity (Deficit) (Tables)
16: R39 Pension Benefits (Tables) HTML 212K
45: R40 Earnings Per Common Share (Tables) HTML 45K
80: R41 Commitments and Contingencies (Tables) HTML 32K
26: R42 Business Segments (Tables) HTML 87K
35: R43 Quarterly Financial Information (Unaudited) HTML 78K
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39: R44 Description of Business (Details) HTML 35K
48: R45 Summary of Significant Accounting Policies HTML 91K
(Details)
21: R46 Property and Equipment (Details) HTML 48K
31: R47 Goodwill and Intangible Assets (Details) HTML 81K
18: R48 Noncontrolling Interests, Partnership and Joint HTML 73K
Ventures (Details)
79: R49 Derivative Financial Instruments (Details) HTML 82K
25: R50 Long-Term Indebtedness (Details) HTML 181K
76: R51 Long-Term Indebtedness (Details 2) HTML 76K
28: R52 Selling, General and Administrative Expenses HTML 39K
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46: R53 Stock Benefit Plans (Details) HTML 194K
17: R54 Stock Benefit Plans (Details 2) HTML 167K
20: R55 Fair Value of Financial Instruments (Details) HTML 48K
38: R56 Income Taxes (Details) HTML 158K
23: R57 Income Taxes (Details 2) HTML 84K
83: R58 Income Taxes (Details 3) HTML 41K
50: R59 Preferred Stock, Common Stock and Other HTML 132K
Stockholders' Equity (Deficit) (Details)
68: R60 Preferred Stock, Common Stock and Other HTML 72K
Stockholders' Equity (Deficit) (Details 2)
30: R61 Preferred Stock, Common Stock and Other HTML 55K
Stockholders' Equity (Deficit) (Details 3)
33: R62 Pension Benefits (Details) HTML 149K
74: R63 Pension Benefits (Details 2) HTML 259K
72: R64 Earnings Per Common Share (Details) HTML 70K
52: R65 Commitments and Contingencies (Details) HTML 127K
73: R66 Commitments and Contingencies (Details 2) HTML 88K
29: R67 Business Segments (Details) HTML 86K
56: R68 Business Segments (Details 2) HTML 69K
84: R69 Quarterly Financial Information (Unaudited) HTML 74K
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86: XML IDEA XML File -- Filing Summary XML 132K
19: EXCEL IDEA Workbook of Financial Reports XLSX 306K
34: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.57M
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‘EX-10.44’ — Form of Director Restricted Stock Agreement
SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM INCENTIVE PLAN
* * * * *
Participant:
Grant Date:
Number of Shares of Restricted Stock Granted:
* * * * *
THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Six Flags Entertainment Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock (“Restricted Stock”) provided herein to
the Participant.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1.Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The
Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2.Grant of Restricted Stock Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the
Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Restricted Stock, except as otherwise specifically provided for in the Plan or this Agreement.
3.Vesting.
(a)General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the shares of Restricted Stock subject to this Award shall become vested on the earlier of (i) the day immediately prior to
the first annual meeting of stockholders of
the Company after the Grant Date or (ii) the first anniversary of the Grant Date (the earlier of such dates, the “Vesting Date”), provided that the Participant has not terminated service to the Board prior to the Vesting Date. There shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Participant’s continued service to the Board on the Vesting Date.
(b)Termination due to Death, Disability or Without Cause. In the event of the Participant’s death, upon the Participant becoming Disabled, or upon the Participant’s removal from the Board without cause, in each
case, prior to the Vesting Date, all shares of Restricted Stock shall immediately vest.
(c)Change in Control. The Restricted Stock shall become fully vested if the Participant’s service with the Board is terminated for any reason within the twelve (12) month period following a Change in Control. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one or more of the following events to the extent such event also constitutes a “change in control event” within the meaning of Section 409A of the Code:
(i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Company Stock or any person who owns five percent (5%) or more of the Company Stock on the date of the Company’s emergence from Chapter 11 bankruptcy proceedings (a “Five Percent Owner”) or pursuant to any merger or consolidation that is not considered to be a Change in Control under clause (iii) below), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities;
(ii) during any one-year period, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this definition of “Change in Control” or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the one-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;
(iii) a merger or consolidation of the Company or a direct or indirect Subsidiary of the Company with any other company, other than a merger or consolidation which would result in either (A)
a Five Percent Owner beneficially owning more than fifty percent (50%) of the combined voting power of the voting securities of the Company or the surviving entity (or the ultimate parent company of the Company of the surviving entity) or (B) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or its successor (or the ultimate parent company of the
Company or its successor); provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exception in subparagraph (ii)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control; or
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(iv) the consummation of a sale or disposition of all or substantially all the assets of the
Company and/or its direct and indirect Subsidiaries, other than the sale or disposition of all or substantially all of the assets of the Company to a Five Percent Owner or a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.
(d)Forfeiture. Subject to Sections 3(b) and 3(c), all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant’s termination of service to the Board for any reason.
4.Delivery
of Shares. When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any legends required for compliance with any applicable securities laws).
5.Dividends; Rights as Stockholder. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the shares of Restricted Stock, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock
and shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Participant may exercise full voting rights with respect to the Restricted Stock granted hereunder.
6.Non-Transferability.
(a)General. Except as provided in Section 6(b) below, all shares of Restricted Stock, and any rights and interests with respect thereto, issued under
this Agreement and the Plan (i) shall not, prior to vesting, be sold exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of the shares of Restricted Stock, or the levy of any execution, attachment or similar legal process upon the shares of Restricted Stock, contrary to the terms of this Agreement and/or the Plan, shall be null and void and without legal force or effect.
(b)Permissible
Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of the Restricted Stock to (i) an entity affiliated with the Participant, provided such entity acknowledges and agrees that the terms of this Agreement shall govern the Restricted Stock granted hereunder, including, without limitation, the vesting and forfeiture provisions, or (ii) one or more members of his/her Immediate Family, to a trust established for the exclusive benefit of one or more members of his/her Immediate Family, to a partnership in which all the partners are members of his/her Immediate Family, or to a limited liability company in which all the members are members of his/her Immediate Family.
7.Section 83(b).
If the Participant properly elects (as required by Section 83(b) of the Code) within thirty (30) days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock,
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the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with
respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 9 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with
a copy of any such election.
8.Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
9.Withholding of Tax. As a condition to receiving the shares of Company Stock hereunder, the Participant must remit to the Company an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the
Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company may refuse to issue or transfer any shares of Company Stock otherwise required to be issued pursuant to this Agreement.
10.Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Company Stock issued pursuant to this Agreement. The Participant shall, at the request of the
Company, promptly present to the Company any and all certificates representing shares of Company Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 10.
11.Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:
(a)The Participant has been advised that the Participant may be an “affiliate”
within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11.
(b)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Company Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Company Stock and the Company is under no obligation to register such
shares of Company Stock (or to file a “re-offer prospectus”).
(c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Company Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Company Stock issuable hereunder may be made
only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.
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12.Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by
a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.
13.Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the
Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
14.No Right to Service. Any questions as to whether and when there has been a termination of service and the cause of such termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s service at any time, for any reason
and with or without cause.
15.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.
16.Compliance with Laws. The grant of Restricted Stock and the issuance of shares of Company Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any
foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any shares of Company Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the Restricted Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.
17.Binding
Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.
18.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
19.Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
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20.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.
21.Severability. The
invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
22.Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the
Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary compensation, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.
