Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.19M
2: EX-10.60 Second Amendment to Credit Agreement HTML 58K
3: EX-10.61 Form of Director Deferred Share Unit Agreement HTML 50K
5: EX-21.1 List of Subsidiaries HTML 40K
6: EX-23.1 Consent of Kpmg LLP HTML 27K
4: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 51K
7: EX-31.1 Section 302 CEO Certification HTML 32K
8: EX-31.2 Section 302 CFO Certification HTML 32K
9: EX-32.1 Section 906 CEO Certification HTML 27K
10: EX-32.2 Section 906 CFO Certification HTML 27K
68: R1 Document and Entity Information HTML 55K
55: R2 Consolidated Balance Sheets HTML 160K
66: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K
70: R4 Consolidated Statements of Operations HTML 158K
89: R5 Consolidated Statements of Operations HTML 29K
(Parenthetical)
57: R6 Consolidated Statements of Comprehensive Income HTML 56K
(Loss)
65: R7 Consolidated Statements of Comprehensive Income HTML 37K
(Loss) (Parenthetical)
50: R8 Consolidated Statements of Equity (Deficit) HTML 111K
40: R9 Consolidated Statements of Cash Flows HTML 141K
90: R10 Description of Business HTML 30K
72: R11 Chapter 11 Reorganization HTML 40K
71: R12 Summary of Significant Accounting Policies HTML 214K
77: R13 Disposition of Theme Parks HTML 41K
78: R14 Property and Equipment HTML 43K
75: R15 Noncontrolling Interests, Partnership and Joint HTML 51K
Ventures
79: R16 Derivative Financial Instruments HTML 38K
67: R17 Long-Term Indebtedness HTML 70K
69: R18 Selling, General and Administrative Expenses HTML 39K
74: R19 Fair Value of Financial Instruments HTML 51K
98: R20 Income Taxes HTML 141K
85: R21 Preferred Stock, Common Stock and Other HTML 124K
Stockholders' Equity (Deficit)
61: R22 Pension Benefits HTML 226K
73: R23 Earnings (Loss) Per Common Share HTML 47K
63: R24 Commitments and Contingencies HTML 73K
31: R25 Business Segments HTML 98K
86: R26 Restructure (Recovery) Costs HTML 33K
93: R27 Immaterial Correction of an Error (Notes) HTML 121K
45: R28 Quarterly Financial Information (Unaudited) HTML 66K
44: R29 Summary of Significant Accounting Policies HTML 280K
(Policies)
48: R30 Chapter 11 Reorganization (Tables) HTML 33K
49: R31 Summary of Significant Accounting Policies HTML 133K
(Tables)
51: R32 Disposition of Theme Parks (Tables) HTML 38K
25: R33 Property and Equipment (Tables) HTML 42K
83: R34 Noncontrolling Interests, Partnership and Joint HTML 46K
Ventures (Tables)
59: R35 Long-Term Indebtedness (Tables) HTML 53K
62: R36 Selling, General and Administrative Expenses HTML 38K
(Tables)
35: R37 Fair Value of Financial Instruments (Tables) HTML 45K
97: R38 Income Taxes (Tables) HTML 137K
17: R39 Preferred Stock, Common Stock and Other HTML 109K
Stockholders' Equity (Deficit) (Tables)
52: R40 Pension Benefits (Tables) HTML 228K
88: R41 Earnings (Loss) Per Common Share (Tables) HTML 42K
33: R42 Commitments and Contingencies (Tables) HTML 35K
43: R43 Business Segments (Tables) HTML 93K
47: R44 Immaterial Correction of an Error (Tables) HTML 118K
56: R45 Quarterly Financial Information (Unaudited) HTML 63K
(Tables)
24: R46 Description of Business (Details) HTML 33K
39: R47 Chapter 11 Reorganization (Details) HTML 37K
19: R48 Summary of Significant Accounting Policies HTML 65K
(Details)
87: R49 Summary of Significant Accounting Policies HTML 34K
(Details 2)
32: R50 Summary of Significant Accounting Policies HTML 53K
(Details 3)
84: R51 Summary of Significant Accounting Policies HTML 36K
(Details 4)
36: R52 Summary of Significant Accounting Policies HTML 30K
(Details 5)
53: R53 Summary of Significant Accounting Policies HTML 151K
(Details 6)
18: R54 Summary of Significant Accounting Policies HTML 138K
(Details 7)
22: R55 Disposition of Theme Parks (Details) HTML 38K
46: R56 Property and Equipment (Details) HTML 39K
27: R57 Noncontrolling Interests, Partnership and Joint HTML 86K
Ventures (Details)
91: R58 Derivative Financial Instruments (Details) HTML 35K
58: R59 Long-Term Indebtedness (Details) HTML 134K
76: R60 Long-Term Indebtedness (Details 2) HTML 63K
38: R61 Selling, General and Administrative Expenses HTML 35K
(Details)
41: R62 Fair Value of Financial Instruments (Details) HTML 37K
82: R63 Income Taxes (Details) HTML 123K
80: R64 Income Taxes (Details 2) HTML 73K
60: R65 Income Taxes (Details 3) HTML 34K
81: R66 Preferred Stock, Common Stock and Other HTML 80K
Stockholders' Equity (Deficit) (Details)
37: R67 Preferred Stock, Common Stock and Other HTML 44K
Stockholders' Equity (Deficit) (Details 2)
64: R68 Preferred Stock, Common Stock and Other HTML 42K
Stockholders' Equity (Details 3)
92: R69 Pension Benefits (Details) HTML 126K
21: R70 Pension Benefits (Details 2) HTML 154K
30: R71 Earnings (Loss) Per Common Share (Details) HTML 58K
54: R72 Commitments and Contingencies (Details) HTML 112K
26: R73 Commitments and Contingencies (Details 2) HTML 98K
95: R74 Business Segments (Details) HTML 80K
34: R75 Business Segments (Details 2) HTML 49K
28: R76 Restructure (Recovery) Costs (Details) HTML 38K
29: R77 Immaterial Correction of an Error (Details) HTML 198K
23: R78 Quarterly Financial Information (Unaudited) HTML 49K
(Details)
94: XML IDEA XML File -- Filing Summary XML 147K
20: EXCEL IDEA Workbook of Financial Reports XLSX 343K
42: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.77M
11: EX-101.INS XBRL Instance -- six-20131231 XML 3.95M
13: EX-101.CAL XBRL Calculations -- six-20131231_cal XML 326K
14: EX-101.DEF XBRL Definitions -- six-20131231_def XML 847K
15: EX-101.LAB XBRL Labels -- six-20131231_lab XML 2.64M
16: EX-101.PRE XBRL Presentations -- six-20131231_pre XML 1.40M
12: EX-101.SCH XBRL Schema -- six-20131231 XSD 258K
96: ZIP XBRL Zipped Folder -- 0000701374-14-000018-xbrl Zip 387K
‘EX-10.61’ — Form of Director Deferred Share Unit Agreement
SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM INCENTIVE PLAN
* * * * *
Participant:
Grant Date:
Number of Deferred Share Units Granted:
* * * * *
THIS
DEFERRED SHARE UNIT 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 the Board;
WHEREAS, the Participant elected to receive Deferred Share Units (“DSUs”) in lieu of a portion of the cash retainer for the Participant’s service as a Director of the Company in accordance with the Participant’s Director Deferral Election form (“Deferral Election”); and
WHEREAS, it has been determined under the
Plan that it would be in the best interests of the Company to grant DSUs provided herein to the Participant in accordance with the Participant’s Deferral Election.
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 Unit Award. The Company hereby grants to the Participant in accordance with the Deferral Election, as of the Grant Date specified above, the number of DSUs specified above. Each DSU corresponds to one share of Company Stock. 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 Company Stock underlying the DSUs, except as otherwise specifically provided for in the Plan or this Agreement. By accepting this Award, the Participant agrees that the Company by grant of the DSUs subject to this Agreement and by fulfillment of the terms of this Agreement will have fully discharged any and all obligations or commitments to grant equity awards to the Participant pursuant to the
Deferral Election with respect to the current year.
3. Vesting.
(a) Subject to the provisions of Sections 3(b) hereof, the DSUs subject to this Award shall become vested as follows, provided that the Participant has not ceased to be a Director of the Company prior to each such vesting date:
Vesting Date
Number of DSUs
Grant
Date
50%
July 2 following the Grant Date
25%
October 1 following the Grant Date
25%
There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service as a Director with the
Company on each applicable vesting date.
(b) Board Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Board may, in its sole discretion, provide for accelerated vesting of the DSUs at any time and for any reason.
(c) Forfeiture. Subject to Section 3(b) and the Board's discretion to accelerate vesting hereunder, all unvested DSUs shall be immediately forfeited upon the Participant’s cessation of service as a Director of the Company for any reason.
4. Delivery of Shares.
(a) General. Subject
to the provisions of Sections 4(b) hereof, on the first business day following the 30th day after Participant’s service as a Director of the Company ceases, provided that the cessation of the Participant's service as a Director constitutes a "Separation from Service" for purposes of Section 409A of the Code as set forth in Section 8 of the Plan and such distribution is otherwise in compliance with Section 409A of the Code, the Participant shall receive the number of shares of Company Stock that correspond to the number of DSUs that have become vested.
(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the
Company on the date such distribution would
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otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder.
5. Dividends; Rights as Stockholder. As of each dividend payment date with respect to shares of Company
Stock, a dollar amount equal to the amount of the dividend that would have been paid on the number of shares of Company Stock equal to the number of DSUs to which the Participant is entitled (without regard to vesting conditions) under this Agreement as of the close of business on the record date for such dividend shall be accumulated on a book entry account basis uninvested and without interest until the first annual meeting of stockholders of the Company after such dividend payment date ("Next Annual Meeting Date") and then converted into a number of DSUs equal to the number of whole shares (rounded up or down in accordance with a reasonable rounding procedure) of Company Stock that could have been purchased at the closing price on the Next Annual Meeting Date with such dollar amount. In the case of any dividend declared on shares of Company Stock which is payable in shares
of Company Stock, Participant shall be credited with an additional number of DSUs equal to the product of (x) the number of the DSUs which the Participant is entitled (without regard to vesting conditions) under this Agreement on the related dividend record date and the (y) the number of shares of Company Stock (rounded up or down in accordance with a reasonable rounding procedure) distributable as a dividend on a share of Company Stock. DSUs which are credited to the Participant pursuant to this Section 5 shall be subject to the same terms and conditions of the Plan and this Agreement, including timing of distribution, applicable with respect to such DSUs with respect to which they relate. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Company Stock covered by any DSU unless and until the Participant has become the holder of record of such shares.
6. Non-Transferability. No
portion of the DSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the DSUs as provided herein, unless and until payment is made in respect of vested DSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested shares of Company Stock issuable hereunder.
7. 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.
8. 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 DSUs 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.
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9. 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 9.
10. 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 10.
(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.
11. 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 and the Board 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.
12. 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.
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13. No Right to Be Director. Any questions as to whether and when there has been a cessation of service as a Director and the cause of such cessation shall be determined in the sole discretion of the Board. Nothing in this Agreement shall interfere with or limit in any way the right of the Company
to terminate the Participant’s service as a Director at any time, for any reason and with or without cause.
14. 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 DSUs 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.
15. Compliance with Laws. The grant of DSUs 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 DSUs 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 DSUs, 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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
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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.
21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of DSUs made under this Agreement is completely independent of any other award or grant and is made at the sole
discretion of the Company in accordance with the Participant’s Deferral Election; and (c) no past grants or awards (including, without limitation, the DSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever.
