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Cooper Tire & Rubber Co – ‘10-K’ for 12/31/18 – ‘EX-33.XLI’

On:  Tuesday, 2/19/19, at 1:10pm ET   ·   For:  12/31/18   ·   Accession #:  24491-19-12   ·   File #:  1-04329

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/19/19  Cooper Tire & Rubber Co           10-K       12/31/18  127:19M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.44M 
 2: EX-10.XL    Material Contract                                   HTML    421K 
 3: EX-21       Subsidiaries List                                   HTML     41K 
 4: EX-23       Consent of Experts or Counsel                       HTML     41K 
 5: EX-24       Power of Attorney                                   HTML     46K 
 9: EX-33.XLI   Report of Compliance with Servicing Criteria        HTML     58K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
 8: EX-32       Certification -- §906 - SOA'02                      HTML     39K 
16: R1          Document and Entity Information                     HTML     71K 
17: R2          Consolidated Statements of Income                   HTML    106K 
18: R3          Consolidated Statements of Comprehensive Income     HTML     99K 
19: R4          Consolidated Balance Sheets                         HTML    171K 
20: R5          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
21: R6          Consolidated Statements of Equity                   HTML     78K 
22: R7          Consolidated Statements of Equity (Parenthetical)   HTML     41K 
23: R8          Consolidated Statements of Cash Flows               HTML    132K 
24: R9          Significant Accounting Policies                     HTML    151K 
25: R10         Revenue from Contracts with Customers               HTML     79K 
26: R11         GRT Acquisition                                     HTML     96K 
27: R12         Inventories                                         HTML     39K 
28: R13         Goodwill and Intangibles                            HTML     87K 
29: R14         Accrued Liabilities                                 HTML     55K 
30: R15         Income Taxes                                        HTML    167K 
31: R16         Debt                                                HTML     73K 
32: R17         Fair Value Measurements                             HTML    117K 
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                Pensions                                                         
34: R19         Other Long-Term Liabilities                         HTML     48K 
35: R20         Common Stock                                        HTML     79K 
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37: R22         Changes in Accumulated Other Comprehensive Income   HTML     94K 
                (Loss) by Component                                              
38: R23         Comprehensive Income (Loss) Attributable to         HTML     50K 
                Noncontrolling Shareholders' Interests                           
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47: R32         Revenue from Contracts with Customers (Tables)      HTML    112K 
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49: R34         Goodwill and Intangibles (Tables)                   HTML     82K 
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51: R36         Income Taxes (Tables)                               HTML    162K 
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53: R38         Fair Value Measurements (Tables)                    HTML    105K 
54: R39         Pensions and Postretirement Benefits Other than     HTML    506K 
                Pensions (Tables)                                                
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56: R41         Common Stock (Tables)                               HTML     79K 
57: R42         Stock-Based Compensation (Tables)                   HTML    134K 
58: R43         Changes in Accumulated Other Comprehensive Inome    HTML     94K 
                (Loss) by Component (Tables)                                     
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                Noncontrolling Shareholders' Interests (Tables)                  
60: R45         Lease Commitments (Tables)                          HTML     42K 
61: R46         Business Segments (Tables)                          HTML    165K 
62: R47         Selected Quarterly Data (Tables)                    HTML    197K 
63: R48         Significant Accounting Policies - Additional        HTML    112K 
                Information (Detail)                                             
64: R49         Significant Accounting Policies - Expected Useful   HTML     54K 
                Lives of Property, Plant and Equipment Recorded at               
                Cost and Depreciated or Amortized (Detail)                       
65: R50         Significant Accounting Policies - Computation of    HTML     69K 
                Basic and Diluted Earnings Per Share (Detail)                    
66: R51         Significant Accounting Policies - Summary of        HTML     45K 
                Activity in Product Warranty Liabilities (Detail)                
67: R52         Significant Accounting Policies Significant         HTML     51K 
                Accounting Policies - Reconciliation of Cash, Cash               
                Equivalents and Restricted Cash (Details)                        
68: R53         Revenue from Contracts with Customers Revenue from  HTML     84K 
                Contracts with Customers - Schedule of Revenue                   
                Disaggregated by Major Market Channel (Details)                  
69: R54         Revenue from Contracts with Customers - Schedule    HTML     44K 
                of Changes in Contract Liabilities Balance                       
                (Details)                                                        
70: R55         Revenue from Contract with Customers - Summary of   HTML     49K 
                Impact on Balance Sheet (Details)                                
71: R56         GRT Acquisition - Additional Information (Details)  HTML     64K 
72: R57         GRT Acquisition - Estimated Fair Values of Assets   HTML    100K 
                Acquired and Liabilities Assumed (Details)                       
73: R58         Inventories - Additional Information (Detail)       HTML     40K 
74: R59         Goodwill and Intangibles - Additional Information   HTML     65K 
                (Detail)                                                         
75: R60         Goodwill and Intangibles - Intangible Assets and    HTML     64K 
                Accumulated Amortization (Detail)                                
76: R61         Accrued Liabilities - Components of Accrued         HTML     64K 
                Liabilities (Detail)                                             
77: R62         Income Taxes - Components of Income from            HTML     50K 
                Continuing Operations before Income Taxes and                    
                Noncontrolling Shareholders' Interests (Detail)                  
78: R63         Income Taxes - Provision (Benefit) for Income Tax   HTML     67K 
                for Continuing Operations (Detail)                               
79: R64         Income Taxes - Additional Information (Detail)      HTML     73K 
80: R65         Income Taxes - Reconciliation of Income Tax         HTML     86K 
                Expense (Benefit) for Continuing Operations                      
                (Detail)                                                         
81: R66         Income Taxes - Components of Company's Deferred     HTML     66K 
                Tax Assets and Liabilities (Detail)                              
82: R67         Income Taxes - Unrecognized Tax Benefits for        HTML     50K 
                Permanent and Temporary Book/Tax Differences for                 
                Continuing Operations, Exclusive of Interest                     
                (Detail)                                                         
83: R68         Debt - Additional Information (Detail)              HTML     81K 
84: R69         Debt - Long Term Debt (Detail)                      HTML     60K 
85: R70         Debt Debt - Schedule of Payments on Long Term Debt  HTML     50K 
                (Details)                                                        
86: R71         Fair Value Measurements - Additional Information    HTML     55K 
                (Detail)                                                         
87: R72         Fair Value Measurements - Fair Value of Gross       HTML     59K 
                Position of Derivative Contracts in Consolidated                 
                Balance Sheets (Detail)                                          
88: R73         Fair Value Measurements - Gains and Losses on       HTML     53K 
                Derivative Instruments in Consolidated Statement                 
                of Income (Detail)                                               
89: R74         Fair Value Measurements - Schedule of Fair Value    HTML     55K 
                Hierarchy for those Assets and Liabilities                       
                Measured at Fair Value on a Recurring Basis                      
                (Detail)                                                         
90: R75         Pensions and Postretirement Benefits Other than     HTML    122K 
                Pensions - Additional Information (Detail)                       
91: R76         Pensions and Postretirement Benefits Other than     HTML    123K 
                Pensions - Defined Benefit Pension and Other                     
                Postretirement Benefits Plans (Detail)                           
92: R77         Pensions and Postretirement Benefits Other than     HTML     49K 
                Pensions - Weighted Average Assumptions Used to                  
                Determine Benefit Obligations (Detail)                           
93: R78         Pensions and Postretirement Benefits Other than     HTML     70K 
                Pensions - Components of Net Periodic Benefit                    
                Costs (Detail)                                                   
94: R79         Pensions and Postretirement Benefits Other than     HTML     77K 
                Pensions - Schedule of Effect of the Retrospective               
                Presentation Change Related to the Net Periodic                  
                Cost of Defined Benefit Plans (Details)                          
95: R80         Pensions and Postretirement Benefits Other than     HTML     55K 
                Pensions - Weighted Average Assumptions Determine                
                Net Periodic Benefit Cost (Detail)                               
96: R81         Pensions and Postretirement Benefits Other than     HTML     55K 
                Pensions - Projected Benefit Obligation,                         
                Accumulated Benefit Obligation and Fair Value of                 
                Plan Assets for Pension Plans (Detail)                           
97: R82         Pensions and Postretirement Benefits Other than     HTML     46K 
                Pensions - One-Percentage-Point Change in Assumed                
                Health Care Cost Trend Rates (Detail)                            
98: R83         Pensions and Postretirement Benefits Other Than     HTML     55K 
                Pensions - Weighted Average Asset Allocations for                
                Domestic and U.K. Pension Plans' Assets (Detail)                 
99: R84         Pensions and Postretirement Benefits Other than     HTML    123K 
                Pensions - Assets of U.S and U.K Plans Using Fair                
                Value Hierarchy (Detail)                                         
100: R85         Pensions and Postretirement Benefits Other than     HTML     58K  
                Pensions - Details of Activity in Investment in                  
                European Infrastructure and Property Funds                       
                (Detail)                                                         
101: R86         Pensions and Postretirement Benefits Other than     HTML     55K  
                Pensions - Estimated Benefit Payments for Domestic               
                and Foreign Pension Plans and Other Postretirement               
                Benefit Plans (Detail)                                           
102: R87         Other Long-Term Liabilities - Components of Other   HTML     49K  
                Long Term Liabilities (Detail)                                   
103: R88         Common Stock - Additional Information (Detail)      HTML     62K  
104: R89         Common Stock - Schedule of Share Repurchase         HTML     65K  
                Program (Details)                                                
105: R90         Stock-Based Compensation - Stock Based              HTML     46K  
                Compensation Expense (Detail)                                    
106: R91         Stock-Based Compensation - Additional Information   HTML    169K  
                (Detail)                                                         
107: R92         Stock-Based Compensation - Summarized Information   HTML     84K  
                for the Plans (Detail)                                           
108: R93         Stock-Based Compensation - Segregated Disclosure    HTML     63K  
                of Options Outstanding (Detail)                                  
109: R94         Stock-Based Compensation - Details of Nonvested     HTML     70K  
                Restricted Stock Units Activity (Detail)                         
110: R95         Stock-Based Compensation - Performance Based Units  HTML     65K  
                Earned under Long-Term Incentive Plan (Detail)                   
111: R96         Changes in Accumulated Other Comprehensive Income   HTML     79K  
                (Loss) by Component - Cumulative Other                           
                Comprehensive Loss in Accompanying Consolidated                  
                Statements of Equity (Detail)                                    
112: R97         Comprehensive Income (Loss) Attributable to         HTML     50K  
                Noncontrolling Shareholders' Interests (Detail)                  
113: R98         Lease Commitments - Additional Information          HTML     41K  
                (Detail)                                                         
114: R99         Lease Commitments - Future Minimum Payments for     HTML     53K  
                all Non-Cancelable Operating Leases (Detail)                     
115: R100        Contingent Liabilities - Additional Information     HTML     65K  
                (Detail)                                                         
116: R101        Business Segments - Additional Information          HTML     82K  
                (Detail)                                                         
117: R102        Business Segments - Net Sales and Percentage of     HTML     55K  
                Consolidated Net Sales (Detail)                                  
118: R103        Business Segments - Segment Financial Information   HTML    101K  
                (Detail)                                                         
119: R104        Business Segments - Geographic Information for      HTML     57K  
                Revenues, Based on Country of Origin, and                        
                Long-Lived Assets (Detail)                                       
120: R105        Subsequent Events (Details)                         HTML     60K  
121: R106        Selected Quarterly Data (Details)                   HTML    112K  
122: R107        Selected Quarterly Data - Additional Information    HTML     60K  
                (Details)                                                        
123: R108        Valuation and Qualifying Accounts (Detail)          HTML     53K  
125: XML         IDEA XML File -- Filing Summary                      XML    239K  
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‘EX-33.XLI’   —   Report of Compliance with Servicing Criteria


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  Exhibit  
        



Exhibit (10) (xli)

eperjesychrisofferlet_image1.jpg
COOPER TIRE & RUBBER COMPANY
701 Lima Avenue, Findlay, Ohio (419) 424-6714

October 22, 2018

Christopher J. Eperjesy
125 Kintyre Lane
Orono, Minnesota 55356

Dear Chris:

I am pleased to offer you the position of Senior Vice President & Chief Financial Officer reporting directly to me. I think it goes without saying that we approach every offer with a goal of attracting and motivating the best available talent. Nevertheless, I want to emphasize that the package that we've put together for you is a reflection of the value and contribution that we expect you to bring to Cooper Tire! This letter confirms the details of the offer we discussed:

Effective Start Date

As we discussed, your tentative start date will be on or before December 12, 2018, unless circumstances require a different start date.

Base Salary

Your annualized base salary rate will be $500,000.

Annual Incentive Plan (AIP)

As Senior Vice President & Chief Financial Officer, your annual bonus target will be 75% of base salary. You will participate in the Corporate bonus plan, which can pay from 0% to a maximum of 200% depending on our performance against annual goals. You will begin participation in the AIP as of your date of hire.

Long-Term Incentive Plan (LTIP)

Subject to the formal approval of Cooper’s Compensation Committee, you will begin participation in the Long-Term Incentive Plan (LTIP) effective January 1, 2019. Your long-

Nothing in this offer is intended to imply that your employment is for any specific period of time, or that you are guaranteed a job with the Company. Both you and the Company have the right to terminate your employment at any time for any reason or for no reason with or without notice. Any agreement for employment for a definite period of time must be in writing and must be signed by an officer of the Company.


        

term incentive opportunity is targeted at 190% of base salary, a portion of which is typically awarded in restricted stock units (RSUs), performance shares and performance cash, to provide a direct link between the interests of our shareholders and the executive management team. Performance shares and performance cash can earn from 0% up to 200% of target based upon performance against plan goals.

Special Award of Restricted Stock Units

In addition to the important compensation elements and programs noted above, we are pleased to offer a one-time RSU award of 15,000 shares of Cooper Tire stock. The value of the RSU award is approximately $375,000, using stock price of $25/share. The RSU award would vest four years from the date of the award.

Starting Bonus

We are also pleased to offer you a starting bonus in the amount of $175,000, contingent on you starting work with Cooper Tire no later than December 12, 2018. The starting bonus, which is subject to standard withholding taxes, will be paid in the first quarter of 2019.

Overview of Total Compensation Package

The table below lays out your new compensation package.

Base Salary

$500,000

Annual Bonus Target %
75
%
Annual Bonus Target $

$375,000

Total Target Cash Compensation
$
875,000

LTI Target %
190
%
LTI Target $

$950,000

Total Target Compensation

$1,825,000

 
 
Other Compensation Elements
 
Starting Bonus

$175,000

RSU Award Value
   ~$375,000


Stock Ownership Requirement

As SVP & Chief Financial Officer, you will have a stock ownership requirement of 3X your base salary to be achieved over the first five years of employment with the Company.

CIC Severance Pay Plan


Nothing in this offer is intended to imply that your employment is for any specific period of time, or that you are guaranteed a job with the Company. Both you and the Company have the right to terminate your employment at any time for any reason or for no reason with or without notice. Any agreement for employment for a definite period of time must be in writing and must be signed by an officer of the Company.


        

As SVP & Chief Financial Officer, you will be approved to participate in the Company's Change in Control Severance Pay Plan. This plan provides special benefits and protections to the approved participants upon certain change in control events.


Nonqualified Supplementary Benefit Plan

You will be eligible to participate in Cooper Tire’s Nonqualified Supplementary Benefit Plan (NQSBP) under the standard terms of the plan and as such program may be amended, suspended, or terminated from time to time. The NQSBD is a non-elective plan designed to compensate for the loss of certain benefits under the Company’s qualified 401(k) plan due to IRS limitations.


Benefits, Including Vacation Allowance

You will be eligible to participate in Cooper's health and welfare benefits and retirement savings programs under the standard terms of those plans and as such programs may be amended, suspended, or terminated from time to time. In addition to eligibility for the Company's standard benefit plans and programs, you have also been granted eligibility for four weeks of vacation accruing at 1.6667 days per month of employment. You will have eleven paid holidays per year, ten designated and one floating holiday.

Relocation

The Company will extend to you the relocation policy which we provide to executive transferees, which includes assistance with the sale of your current home among other features.

In addition to the support provided in our normal policy, and as indicated in a call with John Bollman, we acknowledge that you will not relocate until sometime after the current school year ends. As a result, you will likely incur temporary living costs as well as transportation costs to/from your home in Minnesota during this temporary living period which may exceed the Flex Allowance of $30,000. Should that be the case, we will cover all those reasonable costs which exceed that allowance.
.
Special Executive Perquisites

We believe it is prudent to business continuity that our key executives be physically and financially fit to perform the duties of what are necessarily demanding positions. To assist in that regard, you will be provided with an annual allowance of up to $15,000 for an executive physical exam and financial planning/tax preparation services. We also expect and encourage our executives to avail themselves of these services.

Your Pledge to Cooper Tire

Nothing in this offer is intended to imply that your employment is for any specific period of time, or that you are guaranteed a job with the Company. Both you and the Company have the right to terminate your employment at any time for any reason or for no reason with or without notice. Any agreement for employment for a definite period of time must be in writing and must be signed by an officer of the Company.


        


In exchange for the benefits associated with this offer, you make the following promises relative to the protected interests of Cooper Tire.


Repayment of Benefits

Should you voluntarily terminate your employment with Cooper for any reason, you will repay all relocation expense incurred by Cooper as follows: 1) 100% if termination occurs on or before your first-year service anniversary, 2) 50% if termination occurs after your first-year service anniversary but before your second-year anniversary, and 3) 0% after your second-year service anniversary.

Confidentiality & Non-Compete Agreement

In exchange for the opportunity set forth in this offer, you agree to execute a Cooper Tire & Rubber Company Confidentiality & Non-Compete Agreement (copy attached).

Chris, I am confident in your ability to make meaningful and measurable contributions to our future success, and the offer we have extended to you reflects the value we place in you and the expectations we have for you. While it is important to understand that various provisions of this offer are governed by plan documents and programs which may be modified or curtailed in the future, we have endeavored to tailor a package that meets your particular needs and one which is commensurate with the significant role that you will play for Cooper.

We look forward to your formal acceptance of this offer. The one contingency which we need to address before your start date is a pre-employment drug screen. We should be able to arrange something in the Orono, Minnesota area. Please feel free to call John Bollman or me if you have any questions. Otherwise, we look forward to a favorable response and you joining the Cooper team very soon.

Sincerely,        
/s/ Bradley E. Hughes

Bradley E. Hughes
President & CEO

Enclosures

Accepted By:


_/s/ Chris Eperjesy __________10/22/2018 _

Nothing in this offer is intended to imply that your employment is for any specific period of time, or that you are guaranteed a job with the Company. Both you and the Company have the right to terminate your employment at any time for any reason or for no reason with or without notice. Any agreement for employment for a definite period of time must be in writing and must be signed by an officer of the Company.


        

Chris Eperjesy    Date

Nothing in this offer is intended to imply that your employment is for any specific period of time, or that you are guaranteed a job with the Company. Both you and the Company have the right to terminate your employment at any time for any reason or for no reason with or without notice. Any agreement for employment for a definite period of time must be in writing and must be signed by an officer of the Company.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/19/194,  8-K
1/1/19
For Period end:12/31/184,  SD
12/12/188-K
10/22/18
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/21  Cooper Tire & Rubber Co.          10-K       12/31/20  131:18M
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