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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/23 Syneos Health, Inc. 10-K 12/31/22 136:28M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 6.13M
2: EX-4 Ex-4.9 HTML 53K
4: EX-10 Ex-10.11.12 HTML 292K
5: EX-10 Ex-10.11.13 HTML 377K
6: EX-10 Ex-10.11.14 HTML 359K
7: EX-10 Ex-10.11.15 HTML 275K
8: EX-10 Ex-10.11.16 HTML 392K
9: EX-10 Ex-10.11.17 HTML 433K
3: EX-10 Ex-10.7 HTML 275K
10: EX-21 Ex-21.1 HTML 268K
11: EX-23 Ex-23.1 HTML 35K
12: EX-31 Ex-31.1 HTML 39K
13: EX-31 Ex-31.2 HTML 39K
14: EX-32 Ex-32.1 HTML 38K
15: EX-32 Ex-32.2 HTML 38K
21: R1 Cover Page HTML 105K
22: R2 Consolidated Statements of Income HTML 116K
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(Parenthetical)
25: R5 Consolidated Balance Sheets HTML 143K
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28: R8 Consolidated Statements of Shareholders' Equity HTML 86K
29: R9 Basis of Presentation and Summary of Significant HTML 171K
Accounting Policies
30: R10 Financial Statement Details HTML 567K
31: R11 Acquisitions, Divestitures, and Investments HTML 146K
32: R12 Long-Term Debt Obligations HTML 175K
33: R13 Leases HTML 243K
34: R14 Derivatives HTML 79K
35: R15 Fair Value Measurements HTML 284K
36: R16 Restructuring and Other Costs HTML 92K
37: R17 Shareholders' Equity HTML 211K
38: R18 Earnings Per Share HTML 98K
39: R19 Income Taxes HTML 436K
40: R20 Revenue from Contracts with Customers HTML 47K
41: R21 Segment Information HTML 170K
42: R22 Operations by Geographic Location HTML 109K
43: R23 Concentration of Credit Risk HTML 42K
44: R24 Related-Party Transactions HTML 50K
45: R25 Commitments and Contingencies HTML 49K
46: R26 Share-Based Compensation HTML 238K
47: R27 Employee Benefit Plans HTML 62K
48: R28 Basis of Presentation and Summary of Significant HTML 232K
Accounting Policies (Policies)
49: R29 Basis of Presentation and Summary of Significant HTML 86K
Accounting Policies (Tables)
50: R30 Financial Statement Details (Tables) HTML 593K
51: R31 Acquisitions, Divestitures, and Investments HTML 118K
(Tables)
52: R32 Long-Term Debt Obligations (Tables) HTML 143K
53: R33 Leases (Tables) HTML 246K
54: R34 Derivatives (Tables) HTML 71K
55: R35 Fair Value Measurements (Tables) HTML 281K
56: R36 Restructuring and Other Costs (Tables) HTML 89K
57: R37 Shareholders' Equity (Tables) HTML 199K
58: R38 Earnings Per Share (Tables) HTML 94K
59: R39 Income Taxes (Tables) HTML 420K
60: R40 Segment Information (Tables) HTML 163K
61: R41 Operations by Geographic Location (Tables) HTML 112K
62: R42 Share-Based Compensation (Tables) HTML 214K
63: R43 Employee Benefit Plans (Tables) HTML 50K
64: R44 Basis of Presentation and Summary of Significant HTML 124K
Accounting Policies - Narrative (Details)
65: R45 Basis of Presentation and Summary of Significant HTML 41K
Accounting Policies - Net Cash Pool Position
(Details)
66: R46 Basis of Presentation and Summary of Significant HTML 57K
Accounting Policies - Estimated Useful Lives of
Property and Equipment (Details)
67: R47 Basis of Presentation and Summary of Significant HTML 49K
Accounting Policies - Estimated Useful Lives of
Intangible Assets (Details)
68: R48 Financial Statement Details - Accounts Receivable HTML 59K
and Unbilled Services, net (Details)
69: R49 Financial Statement Details - Narrative (Details) HTML 50K
70: R50 Financial Statement Details - Schedule of Property HTML 59K
and Equipment, Net (Details)
71: R51 Financial Statement Details - Schedule of Goodwill HTML 61K
(Details)
72: R52 Financial Statement Details - Schedule of HTML 57K
Intangible Assets (Details)
73: R53 Financial Statement Details - Schedule of Future HTML 52K
Amortization Expense (Details)
74: R54 Financial Statement Details - Schedule of Accrued HTML 56K
Expenses (Details)
75: R55 Financial Statement Details - Accumulated Other HTML 54K
Comprehensive Loss, Net of Taxes (Details)
76: R56 Financial Statement Details - Tax Effects HTML 61K
Allocated to Each Component of Other Comprehensive
(Loss) Income (Details)
77: R57 Financial Statement Details - Schedule of Other HTML 49K
(Income) Expense, Net (Details)
78: R58 Financial Statement Details - Supplemental Cash HTML 53K
Flow Information (Details)
79: R59 Acquisitions, Divestitures, and Investments - HTML 123K
Narrative (Details)
80: R60 Acquisitions, Divestitures, and Investments - HTML 52K
Preliminary Estimates of Fair Values of Intangible
Assets and Estimated Useful Lives (Details)
81: R61 Acquisitions, Divestitures, and Investments - HTML 80K
Allocation of Consideration Transferred (Details)
82: R62 Acquisitions, Divestitures, and Investments - HTML 48K
Preliminary Estimates of Fair Value of Intangible
Assets and Estimated Useful Lives (Details)
83: R63 Long-Term Debt Obligations - Schedule of Debt HTML 63K
Obligations (Details)
84: R64 Long-Term Debt Obligations - Narrative (Details) HTML 124K
85: R65 Long-Term Debt Obligations - Schedule of Variable HTML 63K
Rate Margins (Details)
86: R66 Long-Term Debt Obligations - Accounts Receivable HTML 66K
Financing Agreement (Details)
87: R67 Long-Term Debt Obligations - Contractual HTML 78K
Maturities of Debt Obligations (Details)
88: R68 Leases - Narrative (Details) HTML 40K
89: R69 Leases - Components of Lease Cost (Details) HTML 52K
90: R70 Leases - Supplemental Balance Sheet Information HTML 49K
Related to Leases (Details)
91: R71 Leases - Supplemental Cash Flow Information HTML 49K
Related to Leases (Details)
92: R72 Leases - Supplemental Cash Flow Information, HTML 45K
Weighted Average (Details)
93: R73 Leases - Maturities of Lease Liabilities (Details) HTML 92K
94: R74 Derivatives - Narrative (Details) HTML 48K
95: R75 Derivatives - Interest Rate Swaps Designated as HTML 64K
Hedging Instruments on Consolidated Balance Sheets
(Details)
96: R76 Fair Value Measurements - Schedule of Assets and HTML 78K
Liabilities Measured at Fair Value on a Recurring
Basis (Details)
97: R77 Fair Value Measurements - Schedule of Assets and HTML 45K
Liabilities Measured at Fair Value on a Recurring
Basis (Parenthetical) (Details)
98: R78 Fair Value Measurements - Reconciliation of HTML 48K
Changes in the Carrying Amount of Contingent
Consideration (Details)
99: R79 Fair Value Measurements - Narrative (Details) HTML 44K
100: R80 Fair Value Measurements - Schedule of Estimated HTML 60K
Fair Value (Details)
101: R81 Restructuring and Other Costs - Schedule of HTML 46K
Restructuring and other costs (Details)
102: R82 Restructuring and Other Costs - Liabilities HTML 62K
Associated with Restructuring and Other Costs
(Details)
103: R83 Shareholders' Equity - Shares of Common Stock HTML 44K
Outstanding (Details)
104: R84 Shareholders' Equity - Narrative (Details) HTML 87K
105: R85 Shareholders' Equity - Repurchase Activity HTML 46K
(Details)
106: R86 Shareholders' Equity - Schedule of Stock by Class HTML 59K
(Details)
107: R87 Earnings Per Share - Schedule of Earnings Per HTML 75K
Share, Basic and Diluted (Details)
108: R88 Earnings Per Share - Narrative (Details) HTML 38K
109: R89 Income Taxes - Schedule of Components of Income HTML 46K
before Provision for Income Taxes (Details)
110: R90 Income Taxes - Schedule of Components of Income HTML 60K
Tax Expense (Benefit) (Details)
111: R91 Income Taxes - Narrative (Details) HTML 79K
112: R92 Income Taxes - Schedule of Effective Income Tax HTML 83K
Rate Reconciliation (Details)
113: R93 Income Taxes - Schedule of Effective Income Tax HTML 43K
Rate Reconciliation (Parenthetical) (Details)
114: R94 Income Taxes - Summary of Valuation Allowance HTML 53K
(Details)
115: R95 Income Taxes - Schedule of Deferred Tax Assets and HTML 83K
Liabilities (Details)
116: R96 Income Taxes - Schedule of Unrecognized Tax HTML 54K
Benefits (Details)
117: R97 Revenue from Contracts with Customers - Narrative HTML 48K
(Details)
118: R98 Segment Information (Details) HTML 75K
119: R99 Segment Information - Narrative (Details) HTML 37K
120: R100 Operations by Geographic Location - Total Revenue HTML 64K
by Geographic Area (Details)
121: R101 Operations by Geographic Location - Long-Lived HTML 52K
Assets by Geographic Area (Details)
122: R102 Concentration of Credit Risk - Narrative (Details) HTML 45K
123: R103 Related-Party Transactions - Narrative (Details) HTML 62K
124: R104 Commitments and Contingencies - Narrative HTML 52K
(Details)
125: R105 Share-Based Compensation - Narrative (Details) HTML 101K
126: R106 Share-Based Compensation - Stock Option Valuation HTML 49K
Assumptions (Details)
127: R107 Share-Based Compensation - Summary of Option HTML 87K
Activity (Details)
128: R108 Share-Based Compensation - Summary of Restricted HTML 77K
Stock Unit Activity (Details)
129: R109 Share-Based Compensation - Summary of Share-Based HTML 43K
Compensation Expense (Details)
130: R110 Employee Benefit Plans - Schedule of Contributions HTML 38K
to Defined Contribution Plan (Details)
131: R111 Employee Benefit Plans - Narrative (Details) HTML 50K
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| EX-10 |
Exhibit 10.11.15
SYNEOS HEALTH, INC.
2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the Participant’s country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement, the Appendix B and all other appendices attached hereto, collectively, the “Agreement”), is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and [Participant Name] (the “Participant”), effective as of [Grant Date] (the “Date of Grant”).
Attention: Attached to this Agreement as Appendix D is a Restrictive Covenants Agreement, which imposes certain restrictions upon you both during and after your employment with the Company. Your acceptance of the Restricted Stock Unit Award requires that you agree to the terms and conditions of this Agreement and the Restrictive Covenants Agreement. It is important that you review the terms of each of these Agreements
RECITALS
WHEREAS, the Company has adopted the Syneos Health, Inc. 2018 Equity Incentive Plan (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Performance Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
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Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the PRSUs if the
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Participant attains the conditions set forth in this Section 2(c) being deemed unlawful and/or discriminatory, the provisions above regarding the treatment of the PRSUs shall not be applicable to the Participant.
As used in this Agreement, “Qualifying Event” shall mean a Change in Control or a Significant Transaction.
As used in this Agreement, a “Significant Transaction” shall mean any transaction, including without limitation a reorganization, merger or consolidation, to which the Company is a party that does not constitute a Change in Control but with respect to which any Persons become the Beneficial Owners, directly or indirectly, of more than forty percent (40%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (or election of members of a comparable governing body) of the Successor Entity. For purposes of this Agreement, “Persons” shall mean (i) a “group” as defined in Section 13(d) of the Exchange Act; (ii) any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or other entity; or (iii) any of the foregoing collaborating in a transaction or related series of transactions.
As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events: (i) a material reduction in the Participant’s annual base salary; (ii) a material adverse change to the Participant’s title compared to the Participant’s title immediately prior to the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment more than fifty (50) miles from the Participant’s assigned principle office location as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good Reason only if the Participant
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provides the Company with written notice of the basis for the Participant’s Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within sixty (60) days of such notice, and provided further that the Participant terminates his or her Service within thirty (30) days following the Company’s or applicable Subsidiary’s failure to cure within the 60-day cure period.
Any vesting acceleration contemplated under this Section 2(e) shall be subject to the limitations provided in Section 5.5 of the Plan.
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The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including the maximum applicable rates in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in Common Stock) from the Company or the Employer. In the event of under-withholding, the Participant may
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be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
In addition, to the extent that any U.S. Federal Insurance Contributions Act tax withholding obligations arise in connection with the PRSUs prior to the applicable vesting or settlement date, the Committee shall accelerate the payment of a portion of the award of PRSUs sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Committee shall withhold such amounts in satisfaction of such withholding obligations pursuant to the tax withholding method noted in alternative (4) above.
6
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The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other PRSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other entitlement to shares of stock awarded, canceled,
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exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). The Participant authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant PRSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Syneos Health, Inc. Privacy Office (data.privacy@syneoshealth.com).
Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.
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The Company and the Employer hereby notify the Participant of the following in relation to the Participant’s Data (as defined below) and the collection, processing and transfer in electronic or other form of such Data in relation to the grant of PRSUs and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s Data is necessary for the legitimate purpose of the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of Data may affect the Participant’s participation in the Plan. As such, by participating in the Plan, the Participant acknowledges the collection, use, processing and transfer of Data and with respect to the limited transfer to the third party administrator Fidelity Stock Plan Services, LLC, consents to the transfer of Data as described herein.
The Participant understands that the Company and the Employer will hold certain personal information about the Participant to administer the Plan. This personal information may include, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs, Performance RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and the Employer may each further transfer Data to third parties assisting the Company or the Employer in the implementation, administration and management of the Plan. The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Syneos Health, Inc. Human Resources Department (HRSupportServicesAmerica@SyneosHealth.com). For any intragroup transfers of Data outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent contracts issued by the relevant competent authority of the UK (as applicable), unless the data transfer is to a country that has been determined by the European Commission or the relevant UK authorities (as applicable) to provide an adequate level of protection for individuals’ rights and freedoms for their personal data. Please contact the Syneos Health Privacy Office (data.privacy@syneoshealth.com) should you wish to receive a copy of the relevant Model Clauses.
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Where provided by applicable law, the Participant may have the right to exercise certain rights with respect to their Data, which may be subject to certain limitations and exclusions. For example, these rights may include the right to know what Data is processed, access to Data, rectification of Data, erasure of Data, restriction of processing of Data (including, where applicable, the restriction on the sale of Data), and portability of Data. The Participant may also have the right to object to the processing of Data, as well as to opt-out of the Plan, in any case without cost, by contacting in writing the Syneos Health, Inc. Human Resources Department. The Participant understands, however, that the Participant's participation in the Plan may be limited and the Company and the Employer may not be able to grant the Participant PRSUs or other equity awards or administer or maintain such awards if the Participant refuses to provide Data. The Participant agrees to provide full cooperation in executing data privacy consent forms, agreements or any related documentation that the Company and/or the Employer deem necessary for the purpose of administering the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future.
When the Company and the Employer no longer need to use Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Data from their systems and/or records containing the Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it. Further information concerning the Company’s data retention practices can be found in the Company’s Records Management Policy.
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Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor on this matter.
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Anything in this Agreement to the contrary notwithstanding, PRSUs that are non-qualified deferred compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of employment under Section 2(b), 2(c) or 2(e) hereof shall be settled within sixty (60) days following the Participant experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from Service”). With respect to PRSUs that are settled as a result of the Participant’s termination of employment under Appendix C, any such PRSUs that are non-qualified deferred compensation subject to Section 409A, shall be settled within 60 days following the Separation from Service or Change in Control, provided that if the Change in Control is not a “change in control event” (within the meaning of the Treasury Regulations promulgated under Section 409A of the Code), the PRSUs shall be settled as described in Section 3(a)(i). If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any PRSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall instead be settled on the first business day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such
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delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.
[Signature page follows]
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IN WITNESS WHEREOF, the Company and the Participant have executed this Global Performance Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above.
|
SYNEOS HEALTH, INC. By: /s/ Michelle Keefe
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PARTICIPANT [Electronic Signature] ________________________________ |
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Signature Page to Performance Restricted Stock Unit Award Agreement
The vesting eligibility of the PRSUs granted pursuant to the attached Global Performance Restricted Stock Unit Award Agreement will be determined by the Committee in accordance with the Plan and this Appendix A. The Company Revenue Performance Goal and the Clinical Solutions Segment Net New Business Performance Goal shall be referred to, collectively, as the “Performance Goals”.
Company Revenue Performance Goal
[ ˜ ]% of the Target Award amount granted in Section 1 above (the “Company Revenue Target Award Tranche”) shall be eligible to vest based on the attainment of Company Revenue measured against the performance goals stated in the table below for the Performance Period, subject to linear interpolation as described in “General” below:
Company Revenue |
% of Company Revenue Target |
Percentage of Company Revenue Target Award Tranche Eligible for Vesting |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
Clinical Solutions Segment Net New Business Performance Goal
[ ˜ ]% of the Target Award amount granted in Section 1 (the “Clinical Solutions Segment Target Award Tranche”) above shall be eligible to vest based on the attainment of Clinical Solutions Segment Net New Business Awards measured against the performance goals stated in the table below for the Performance Period, subject to linear interpolation as described in “General” below:
Clinical Solutions Segment Net New Business |
% of Clinical Solutions Segment Target |
Percentage of Clinical Solutions Segment Target Award Tranche Eligible for Vesting |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
Appendix A – Performance Restricted Stock Unit Award Agreement
|US-DOCS\137919521.3||
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
[To be determined and communicated during the Performance Period] |
[ ˜ ] |
[ ˜ ] |
General:
Subject to the minimum threshold requirements, linear interpolation will be used based on the level of attainment of the performance goal between vesting levels.
The Committee shall calculate and determine the level of achievement of the performance goals in its sole discretion, which shall be final and binding on all parties to the Agreement.
All amounts used to calculate and determine the level of achievement shall be in USD, with any currency conversions being determined by the Committee is its sole discretion.
Definitions:
“Clinical Solutions Segment Net New Business” means the net new business awards for the Company’s Clinical Solutions Segment as reported in the Company’s Annual Report on Form 10-K for the year ending December 31, 20[ ˜ ].
“Company Revenue” means the Company’s consolidated revenue as reported in the Company’s Annual Report on Form 10-K for the year ending December 31, 20[ ˜ ].
“Performance Period” means the period beginning on (and including) January 1, 20[ ˜ ] and ending on (and including) December 31, 20[ ˜ ].
“Target Award Tranche” means the Company Revenue Target Award Tranche or the Clinical Solutions Segment Target Award Tranche.
Appendix A – Performance Restricted Stock Unit Award Agreement
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2018 Equity Incentive Plan
Global Performance Restricted Stock Unit Award Agreement
Country-Specific Terms and Conditions
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Syneos Health, Inc. 2018 Equity Incentive Plan (the “Plan”) and the Global Performance Restricted Stock Unit Award Agreement (the “Performance Restricted Stock Unit Agreement”). This Appendix constitutes part of the Performance Restricted Stock Unit Agreement.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the PRSUs granted to the Participant if the Participant resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the PRSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the PRSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.
Appendix B – Performance Restricted Stock Unit Award
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UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes. The following provisions supplement Section 3 of the Performance Restricted Stock Unit Agreement:
Without limitation to Section 3 of the Performance Restricted Stock Unit Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit.
Appendix B – Performance Restricted Stock Unit Award
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2018 Equity Incentive Plan
Global Restricted Stock Unit Award Agreement
Special Provisions for Certain Executive Officers
The provisions in this Appendix C apply only to Participants in the Syneos Health, Inc.
Executive Severance Plan (as defined below).
1. Involuntary Termination in connection with Change in Control.
This provision replaces Section 2(e) of the Performance Restricted Stock Unit Agreement:
(e) Effect of Involuntary Termination in connection with Change in Control.
The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a Subsidiary for any reason other than Cause, or (B) the Participant resigns for Good Reason, in each case, at the time of, or during the period commencing on the date three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control (either of such events of termination within such period, a “CIC Termination”).
(i) For purposes of this Agreement (including Section 2(d)), “Cause,” “Change in Control,” and “Good Reason” shall have the meanings ascribed to such terms in the Syneos Health, Inc. Executive Severance Plan, adopted September 15, 2016, as amended and restated August 20, 2018 (the “Executive Severance Plan”).
(ii) This Section 2(e) shall be interpreted consistently with the provisions of the Executive Severance Plan to give effect to the benefits intended to be provided under the Executive Severance Plan, to the extent the Executive Severance Plan is applicable to the Participant. Further, the vesting acceleration benefits provided under this Section 2(e) shall be subject to the conditions set forth in the Executive Severance Plan, to the extent the Executive Severance Plan is applicable to the Participant.
(iii) Any vesting acceleration provisions contemplated under this Section 2(e) shall be subject to the limitations provided in Section 5.5 of the Plan.
(iv) Any PRSUs that vest pursuant to this Section 2(e) shall also be subject to the additional settlement provisions and subject to the conditions set forth in the Executive Severance Plan, to the extent the Executive Severance Plan is applicable to the Participant.
Appendix C – Performance Restricted Stock Unit Award Agreement
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Appendix C – Performance Restricted Stock Unit Award Agreement
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The Participant acknowledges and agrees that in light of the Participant’s access to Confidential Information and Participant’s position of trust and confidence with the Company or its Subsidiaries, Participant shall be subject to the restrictive covenants set forth herein. The Participant knows that the promises in this Restrictive Covenants Agreement (“RCA”) are an important way for the Company and its Subsidiaries to protect their proprietary interests and understands that the terms of this RCA are affected by the location in which the Participant is employed, as stated in Attachment A and Attachment B to this RCA. As a condition of the grant of the PRSUs, the Participant agrees as follows:
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Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that the Participant is required to protect and not disclose such information.
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Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C.§ 1833(b).
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/16/23 | 8-K | ||
| Filed on: | 2/15/23 | 8-K | ||
| For Period end: | 12/31/22 | |||
| 8/20/18 | 8-K | |||
| 9/15/16 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/27/23 Syneos Health, Inc. DEFM14A 1:2.4M Donnelley … Solutions/FA 6/27/23 Syneos Health, Inc. PRER14A 2:2.5M Donnelley … Solutions/FA 6/15/23 Syneos Health, Inc. PREM14A 6/14/23 2:2.3M Donnelley … Solutions/FA 5/10/23 Syneos Health, Inc. 10-Q 3/31/23 88:10M Donnelley … Solutions/FA |