Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.27M
2: EX-10.1 EX-10.1 Offer Letter Romero, Mercedes HTML 67K
3: EX-10.2 EX-10.2 Amendment No 4 to Amended and Restated HTML 40K
Equity Incentive Plan
4: EX-10.3 EX-10.3 Amendment No 2 to 2018 Equity Incentive HTML 41K Plan
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
15: R1 Document and Entity Information HTML 81K
16: R2 Consolidated Statements of Operations HTML 119K
17: R3 Condensed Consolidated Statements of Comprehensive HTML 51K
Income (Loss)
18: R4 Consolidated Balance Sheets HTML 122K
19: R5 Consolidated Balance Sheets (Parenthetical) HTML 31K
20: R6 Consolidated Statements of Cash Flows HTML 167K
21: R7 Consolidated Statements of Equity HTML 114K
22: R8 Consolidated Statements of Equity (Parenthetical) HTML 29K
23: R9 Business and Recent Accounting Pronouncements HTML 102K
24: R10 Discontinued Operations HTML 48K
25: R11 Leases HTML 195K
26: R12 Revenue HTML 50K
27: R13 Acquisitions HTML 89K
28: R14 Share-based Compensation HTML 29K
29: R15 Income Taxes HTML 31K
30: R16 Common Shares and Net Income (Loss) per Common HTML 78K
Share
31: R17 Segment Reporting HTML 157K
32: R18 Inventories HTML 34K
33: R19 Property, Plant & Equipment, Net HTML 76K
34: R20 Intangible Assets, Net HTML 67K
35: R21 Debt HTML 32K
36: R22 Accumulated Other Comprehensive (Loss) Income HTML 110K
37: R23 Commitments and Contingencies HTML 31K
38: R24 Fair Value Measurements HTML 47K
39: R25 Subsequent Events HTML 29K
40: R26 Business and Recent Accounting Pronouncements - HTML 61K
(Policies)
41: R27 Business and Recent Accounting Pronouncements HTML 66K
(Tables)
42: R28 Discontinued Operations (Tables) HTML 50K
43: R29 Leases - (Tables) HTML 115K
44: R30 Revenue - (Tables) HTML 42K
45: R31 Acquisitions - (Tables) HTML 96K
46: R32 Common Shares and Net Income (Loss) per Common HTML 78K
Share - (Tables)
47: R33 Segment Reporting - (Tables) HTML 153K
48: R34 Inventories - (Tables) HTML 35K
49: R35 Property, Plant & Equipment, Net - (Tables) HTML 74K
50: R36 Intangible Assets, Net - (Tables) HTML 69K
51: R37 Accumulated Other Comprehensive (Loss) Income - HTML 112K
(Tables)
52: R38 Fair Value Measurements - (Tables) HTML 39K
53: R39 Business and Recent Accounting Pronouncements - HTML 166K
Additional Information (Details)
54: R40 Business and Recent Accounting Pronouncements - HTML 40K
Restructuring Charges and Liability (Details)
55: R41 Business and Recent Accounting Pronouncements - HTML 52K
Changes in Carrying Amount of Goodwill (Details)
56: R42 Discontinued Operations - Additional Information HTML 32K
(Details)
57: R43 Discontinued Operations - Major Components of Net HTML 66K
Income from Discontinued Operations (Details)
58: R44 Leases - Additional Information (Details) HTML 37K
59: R45 Leases - Lease expense (Details) HTML 56K
60: R46 Leases - Balance Sheet Information (Details) HTML 56K
61: R47 Leases - Maturity (Details) HTML 64K
62: R48 Revenue - Additional Information (Details) HTML 32K
63: R49 Revenue - Schedule of Revenue to External HTML 39K
Customers (Details)
64: R50 Acquisitions - Additional Information (Details) HTML 42K
65: R51 Acquisitions - Total Cash and Stock Consideration HTML 43K
(Details)
66: R52 Acquisitions - Purchase Price Allocation (Details) HTML 100K
67: R53 Acquisitions - Components of Identified Intangible HTML 47K
Assets (Details)
68: R54 Acquisitions - Unaudited Pro Forma Financial HTML 39K
Information (Details)
69: R55 Share-based Compensation - Narrative (Detail) HTML 49K
70: R56 Income Taxes - Additional Information (Details) HTML 35K
71: R57 Common Shares and Net Income (Loss) per Common HTML 44K
Share - Additional Information (Details)
72: R58 Common Shares and Net Income (Loss) per Common HTML 91K
Share - Reconciliation (Details)
73: R59 Common Shares and Net Income (Loss) per Common HTML 35K
Share - Anti-dilutive Securities Excluded from the
Computation (Details)
74: R60 Segment Reporting - Additional Information HTML 26K
(Details)
75: R61 Segment Reporting - Information by Operating HTML 63K
Segment (Details)
76: R62 Segment Reporting - Revenues by Channel Reporting HTML 69K
Segment (Details)
77: R63 Inventories - Summary of Inventories (Details) HTML 35K
78: R64 Property, Plant & Equipment, Net - Summary of HTML 93K
Property, Plant and Equipment (Details)
79: R65 Property, Plant & Equipment, Net - Additional HTML 33K
Information (Details)
80: R66 Intangible Assets, Net - Summary of Intangible HTML 53K
Assets (Details)
81: R67 Intangible Assets, Net - Additional Information HTML 27K
(Details)
82: R68 Intangible Assets, Net - Estimated Amortization HTML 40K
Expense for Intangible Assets (Details)
83: R69 Debt - Additional Information (Details) HTML 72K
84: R70 Accumulated Other Comprehensive (Loss) Income - HTML 55K
Changes by Component (Details)
85: R71 Accumulated Other Comprehensive (Loss) Income - HTML 69K
Reclassifications (Details)
86: R72 Commitments and Contingencies - Narrative (Detail) HTML 41K
87: R73 Fair Value Measurements - Carrying Value and HTML 45K
Estimated Fair Values of Outstanding Debt
(Details)
88: R74 Fair Value Measurements - Additional Information HTML 29K
(Details)
89: R75 Subsequent Events - Additional Information HTML 56K
(Details)
91: XML IDEA XML File -- Filing Summary XML 163K
14: XML XBRL Instance -- prmw-20200926_htm XML 3.53M
90: EXCEL IDEA Workbook of Financial Reports XLSX 120K
10: EX-101.CAL XBRL Calculations -- prmw-20200926_cal XML 325K
11: EX-101.DEF XBRL Definitions -- prmw-20200926_def XML 822K
12: EX-101.LAB XBRL Labels -- prmw-20200926_lab XML 1.94M
13: EX-101.PRE XBRL Presentations -- prmw-20200926_pre XML 1.21M
9: EX-101.SCH XBRL Schema -- prmw-20200926 XSD 182K
92: JSON XBRL Instance as JSON Data -- MetaLinks 445± 653K
93: ZIP XBRL Zipped Folder -- 0000884713-20-000017-xbrl Zip 400K
‘EX-10.3’ — EX-10.3 Amendment No 2 to 2018 Equity Incentive Plan
A.Pursuant to section 17(a) of the Primo Water Corporation 2018 Equity Incentive Plan (the “Plan”), the board of directors of Primo Water Corporation (the “Company”) wish to amend the Plan as hereinafter set forth.
NOW THEREFORE,
this Amendment No. 2 is hereby adopted on this 4th day of August 2020, to reflect the following amendments effective as of such date:
1. Section 3(z) of the Plan is hereby amended and restated in full as follows:
(z) “Retirement” means termination of employment or service with the Company at the election of the Grantee after the Grantee has both (i) attained age 60, and (ii) completed ten (10) continuous years of service with the Company or its Subsidiaries. For purposes of this section 3(z), a "year of service"
shall mean each consecutive twelve-month period of service with the Company or its Subsidiaries beginning on the Grantee's first date of employment or service with the Company or a Subsidiary and each anniversary thereof. The Committee shall have sole authority to determine whether a Grantee has met the requirements for Retirement.
2. Clause (A) of Section 11 of the Plan is amended to read as follows:
(A) to a termination of employment due to Retirement, death or disability;
3. Section
12 of the Plan is hereby amended and restated in full as follows:
12. Consequences of Termination.
(a) Options/Stock Appreciation Rights (Not Performance-Based). Unless otherwise determined by the Committee, outstanding Options and/or Stock Appreciation Rights that are held by a Grantee (or the executors or administrators of such Grantee's estate, and any person or persons who acquire the right to exercise Options and/or Stock Appreciation Rights directly from the Grantee by bequest or inheritance) as of the Grantee's Date of Termination and are not subject to vesting conditions based upon the satisfaction of performance objectives shall be subject to the following clauses (1), (2) and (3), as applicable, except that
in all events, the period for exercise of Options and/or Stock Appreciation Rights shall end no later than the last day of the maximum term thereof established under Section 6(h) or 7(d), as applicable.
(1) In the case of a Grantee's death, or the Grantee's resignation with Good Reason, or the Grantee's Termination without Cause, (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of Termination and (y) those of Grantee’s outstanding
Options and/or Stock Appreciation Rights that have not become
vested prior to the Grantee’s Date of Termination shall become vested and exercisable as of the later of the Date of Termination and the one year anniversary of the effective date of the Award thereof and thereafter shall continue to be exercisable for the remaining portion of the period ending on the three (3) year anniversary of the Date of Termination.
(2) In the case of a Grantee's Termination due to the Grantee's resignation voluntarily (other than upon Retirement or with Good Reason), (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have not become vested prior to the Date of Termination shall be forfeited and cancelled as of such Date of Termination and (y) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the 90
day period following such Date of Termination.
(3) In the case of a Grantee's Termination due to Retirement, (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of Termination and (y) any employment requirements under Section 6(f) and 7(b) shall not apply, and those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have not become vested prior to the Grantee's Date of Termination shall become vested and exercisable on the date or dates on which such Options and/or Stock Appreciation Rights would have become vested if the Grantee had continued in employment with the Company or its Subsidiaries
through such date or dates, and thereafter shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of Termination.
Options and/or Stock Appreciation Rights that are not exercised prior to the expiration of the exercise period following a Grantee's Date of Termination permitted under this Section 12(a) shall automatically expire on the last day of such period.
(b) Options/Stock Appreciation Rights (Performance-Based). Unless otherwise determined by the Committee, outstanding Options and/or Stock Appreciation Rights that are held by a Grantee (or the executors or administrators of such Grantee's estate, and any person or persons who acquire the right to exercise Options and/or Stock Appreciation
Rights directly from the Grantee by bequest or inheritance) as of the Grantee's Date of Termination and are subject to vesting conditions based upon the satisfaction of performance objectives shall be subject to the following clauses (1), (2) and (3), as applicable, except that in all events, the period for exercise of Options and/or Stock Appreciation Rights shall end no later than the last day of the maximum term thereof established under Section 6(h) or 7(d), as applicable.
(1) In the case of a Grantee's death, or the Grantee's resignation with Good Reason, or the Grantee's Termination without Cause, (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of Termination and (y) any employment
requirements under Section 6(f) and 7(b) shall not apply, in which case the number of Options and/or Stock
Appreciation Rights that become vested on each subsequent applicable vesting date (subject to satisfaction of the applicable performance objective) shall equal the pro rata number of Options and/or Stock Appreciation Rights that he or she would have earned on that vesting date had he or she been continuously employed through such date, as calculated by reference to the portion of the applicable Performance Period during which the Grantee was actually employed and thereafter shall continue to be exercisable for the remaining portion of the period ending on the three (3) year anniversary of the Date of Termination.
(2)
In the case of a Grantee's Termination due to the Grantee's resignation voluntarily (other than upon Retirement or with Good Reason), (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have not become vested prior to the Date of Termination shall be forfeited and cancelled as of such Date of Termination and (y) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the 90 day period following such Date of Termination.
(3) In the case of a Grantee's Termination due to Retirement, (x) those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have become vested prior to the Grantee's Date of Termination shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of
Termination and (y) any employment requirements under Section 6(f) and 7(b) shall not apply, and those of the Grantee's outstanding Options and/or Stock Appreciation Rights that have not become vested prior to the Grantee's Date of Termination shall become vested and exercisable (subject to satisfaction of the applicable performance objective) on the date or dates on which such Options and/or Stock Appreciation Rights would have become vested if the Grantee had continued in employment with the Company or its Subsidiaries through such date or dates, and thereafter shall continue to be exercisable during the period ending on the three (3) year anniversary of the Date of Termination.
Options and/or Stock Appreciation
Rights that are not exercised prior to the expiration of the exercise period following a Grantee's Date of Termination permitted under this Section 12(b) shall automatically expire on the last day of such period.
(c) Restricted Shares. Restricted Share Units. Performance Shares and Performance Units. Unless otherwise determined by the Committee, outstanding Restricted Shares, Restricted Share Units, Performance Shares and Performance Units of the Grantee (and the executors and administrators of such Grantee's estate, and any person or persons acquiring any interest directly from the Grantee by bequest or inheritance) as of the Grantee's Date of Termination shall be subject to the following clauses (1), (2) and (3), as applicable.
(1) In the case of a Grantee's death
or Termination without Cause or resignation with Good Reason, any employment requirements of Section 8(c) and 9(h) and the applicable Award Agreement shall not apply, in which case the number of Restricted Shares, Restricted Share Units, Performance Shares and Performance Units to be deemed earned by such Grantee on each subsequent applicable vesting date shall equal the pro rata
number of Restricted Shares, Restricted Share Units, Performance Shares and Performance Units that he or she would have earned on that vesting date had he or she been continuously employed through such date, as calculated by reference to the portion of the applicable Restricted Period or Performance Period during which the Grantee was actually employed (subject to satisfaction of any applicable
performance objective), provided that time-based Restricted Share Units shall be settled according to the foregoing formula promptly after termination.
(2) In the event of a Grantee's Termination due to the Grantee's resignation voluntarily (other than upon Retirement or with Good Reason), all of the Grantee's unvested Restricted Shares, Restricted Share Units, Performance Shares and Performance Units will be forfeited immediately.
(3) In the case of a Grantee's Termination due to Retirement, any employment requirements under Section 8(c) and 9(h) shall not apply, and all of the Grantee's unvested Restricted Shares, Restricted Share Units, Performance Shares and Performance Units shall become vested on the date or dates on which such Awards would have become vested if the Grantee had continued in employment
with the Company or its Subsidiaries through such date or dates (subject to satisfaction of any applicable performance objective).
(d) Termination for Cause. Notwithstanding any other provision hereof or in any instrument of grant, in the case of a Grantee's Termination for Cause, any and all then outstanding Awards (other than Stock Payments) granted to the Grantee, whether or not vested, shall be immediately forfeited and cancelled, without any consideration therefore, as of the commencement of the day that notice of such termination is given.
4. Section 17(d) is amended to add a new subsection
(5) to read as follows:
(5) Awards Subject to Code Section 409A. Notwithstanding anything in the Plan or an Award Agreement to the contrary, for any Award that provides for deferred compensation subject to Code Section 409A (and is not otherwise exempt from the provisions of Code Section 409A), upon a Change in Control that also qualifies as a change in control for purposes of Treas. Reg. Section 1.409A-3(a)(5), then (i) subsection (2) shall apply to all such Awards and (ii) any settlement of or payment due with respect to such Award shall be made within the time frame required by Code Section 409A.
5. Section 17 is amended to add a new subsection (f) to read as follows:
(f) Forfeiture for Violation of Restrictive Covenants. The Committee may
provide in an Award Agreement for conditions of forfeiture of a Grantee’s rights with respect to such Award in the event of the Grantee’s breach of such restricted covenants (e.g., non-competition and confidentiality restrictions) as may apply to the Grantee. Such conditions of forfeiture may include, in the discretion of the Committee, (a) suspension or cancellation of the Grantee’s right to exercise an Option or Stock Appreciation Right (whether or not then otherwise exercisable), (b) suspension or cancellation of the
Grantee’s pending right to receive an issuance of Shares or cash payment in settlement of any Award, (c) the forfeiture of any Restricted Shares, Restricted Share Units, Performance Shares or Performance Units held by the Grantee or (d) following the issuance
of Shares or payment of cash upon exercise, vesting or payment of an Award, either (1) cancellation of the Shares so issued (and repayment to the Grantee of the full purchase price, if any, paid for such shares) or (2) requiring the Grantee to pay to the Company in cash an amount equal to the gain realized by the Grantee from such Award (measured by the value (on the date of receipt) of any property and/or amount of cash received by the Grantee under the Award, to the extent in excess of any amount paid by the Grantee). The Company may deduct from any amounts the Company may owe a Grantee from time to time any amounts the Grantee may owe the
Company under this subsection (f) and any related Award Agreements.
Except as otherwise expressly provided herein, all of the terms, conditions and provisions of the Plan shall remain the same, and the Plan, as amended hereby, shall continue in full force and effect.
