Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.14M
2: EX-10.5 Material Contract HTML 35K
3: EX-10.6 Material Contract HTML 34K
4: EX-10.7 Material Contract HTML 43K
5: EX-21.1 Subsidiaries List HTML 35K
6: EX-23.1 Consent of Experts or Counsel HTML 27K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
16: R1 Document and Entity Information HTML 54K
17: R2 Consolidated Balance Sheets HTML 126K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
19: R4 Consolidated Statements of Operations HTML 84K
20: R5 Consolidated Statements of Comprehensive Income HTML 43K
21: R6 Consolidated Statements Of Stockholders' Equity HTML 98K
22: R7 Consolidated Statements of Cash Flows HTML 124K
23: R8 Summary of Significant Accounting Policies HTML 186K
24: R9 Marketable Securities HTML 78K
25: R10 Inventories HTML 37K
26: R11 Property and Equipment HTML 47K
27: R12 Debt and Line of Credit HTML 71K
28: R13 Commitment and Contingencies HTML 42K
29: R14 Stockholders' Equity HTML 118K
30: R15 Income Taxes HTML 186K
31: R16 Acquisition HTML 63K
32: R17 Goodwill and Intangible Assets HTML 102K
33: R18 401(k) Plan HTML 31K
34: R19 Business and Credit Concentrations HTML 32K
35: R20 Segment Reporting HTML 101K
36: R21 Share Buyback Program HTML 31K
37: R22 Fair Value Measurements HTML 78K
38: R23 Derivative Instruments and Hedging Activities HTML 50K
39: R24 Legal Matters HTML 42K
40: R25 Quarterly Financial Results (Unaudited) HTML 94K
41: R26 Summary of Significant Accounting Policies HTML 271K
(Policies)
42: R27 Summary of Significant Accounting Policies HTML 71K
(Tables)
43: R28 Marketable Securities (Tables) HTML 78K
44: R29 Inventories (Tables) HTML 38K
45: R30 Property and Equipment (Tables) HTML 44K
46: R31 Debt and Line of Credit (Tables) HTML 33K
47: R32 Commitment and Contingencies (Tables) HTML 35K
48: R33 Stockholders' Equity (Tables) HTML 78K
49: R34 Income Taxes (Tables) HTML 182K
50: R35 Acquisition (Tables) HTML 54K
51: R36 Goodwill and Intangible Assets (Tables) HTML 82K
52: R37 Business and Credit Concentrations (Tables) HTML 30K
53: R38 Segment Reporting (Tables) HTML 83K
54: R39 Fair Value Measurements (Tables) HTML 73K
55: R40 Derivative Instruments and Hedging Activities HTML 40K
(Tables)
56: R41 Quarterly Financial Results (Unaudited) (Tables) HTML 93K
57: R42 Summary of Significant Accounting Policies HTML 59K
(Details Textual)
58: R43 Summary of Significant Accounting Policies - HTML 36K
Allowance For Doubtful Accounts Rollforward
(Details)
59: R44 Summary of Significant Accounting Policies - HTML 46K
Property, Plant and Equipment Useful Life
(Details)
60: R45 Summary of Significant Accounting Policies - HTML 41K
Product Warranty (Details)
61: R46 Summary of Significant Accounting Policies - HTML 50K
Intangible Assets (Details)
62: R47 Summary of Significant Accounting Policies - HTML 30K
Research and Development (Details)
63: R48 Summary of Significant Accounting Policies - Net HTML 41K
Income per Common Share (Details)
64: R49 Marketable Securities (Details) HTML 56K
65: R50 Marketable Securities - Maturity Schedule HTML 52K
(Details)
66: R51 Inventories (Details) HTML 35K
67: R52 Property and Equipment (Details) HTML 54K
68: R53 Debt and Line of Credit (Details) HTML 182K
69: R54 Commitment and Contingencies (Details) HTML 59K
70: R55 Stockholders' Equity (Details Textual) HTML 121K
71: R56 Stockholders' Equity (Details) HTML 40K
72: R57 Stockholders' Equity - Stock Options Outstanding HTML 84K
Rollforward (Details)
73: R58 Stockholders' Equity - Restricted Stock HTML 53K
Outstanding Rollforward (Details)
74: R59 Stockholders' Equity Stock- Based Compensation HTML 42K
Expense Location (Details)
75: R60 Stockholders' Equity AOCI Disclosure (Details) HTML 62K
76: R61 Income Taxes (Details Textual) HTML 68K
77: R62 Income Taxes - Income Tax Expense (Benefit) HTML 64K
(Details)
78: R63 Income Taxes - Income Tax Expense (Benefit), HTML 88K
Continuing Operations, Income Tax Reconciliation
(Details)
79: R64 Income Taxes - Income (Loss) From Continuing HTML 34K
Operations Before Income Tax (Details)
80: R65 Income Taxes - Components of Deferred Tax Assets HTML 84K
and Liabilities (Details)
81: R66 Income Taxes Reconciliation of Unrecognized Tax HTML 46K
Benefits (Expenses) (Details)
82: R67 Income Taxes Interest and penalties (Details) HTML 31K
83: R68 Acquisition (Details) HTML 102K
84: R69 Goodwill and Intangible Assets - Schedule of HTML 60K
Intangible Assets (Details)
85: R70 Goodwill and Intangible Assets - Amortization and HTML 61K
Goodwill (Details)
86: R71 Goodwill and Intangible Assets Intangible Asset HTML 43K
Remaining Useful Life (Details)
87: R72 Goodwill and Intangible Assets Goodwill HTML 32K
Rollforward (Details)
88: R73 401(k) Plan (Details) HTML 34K
89: R74 Business and Credit Concentrations (Details) HTML 30K
90: R75 Business and Credit Concentrations (Details HTML 30K
Textual)
91: R76 Segment Reporting (Details Textual) HTML 49K
92: R77 Segment Reporting Segments - Net Sales and HTML 50K
Operating Earnings (Details)
93: R78 Segment Reporting Depreciation and Amortization HTML 39K
Expense (Details)
94: R79 Share Buyback Program (Details) HTML 40K
95: R80 Fair Value Measurements (Details) HTML 63K
96: R81 Derivative Instruments and Hedging Activities HTML 40K
(Details Textual)
97: R82 Derivative Instruments and Hedging Activities HTML 48K
(Details)
98: R83 Quarterly Financial Results (Unaudited) (Details) HTML 64K
100: XML IDEA XML File -- Filing Summary XML 178K
99: EXCEL IDEA Workbook of Financial Reports XLSX 127K
10: EX-101.INS XBRL Instance -- kvhi-20161231 XML 3.20M
12: EX-101.CAL XBRL Calculations -- kvhi-20161231_cal XML 263K
13: EX-101.DEF XBRL Definitions -- kvhi-20161231_def XML 858K
14: EX-101.LAB XBRL Labels -- kvhi-20161231_lab XML 2.26M
15: EX-101.PRE XBRL Presentations -- kvhi-20161231_pre XML 1.28M
11: EX-101.SCH XBRL Schema -- kvhi-20161231 XSD 211K
101: ZIP XBRL Zipped Folder -- 0001007587-17-000006-xbrl Zip 344K
This Restricted Stock Award is and shall be subject in every respect to the provisions of the Company’s 2016 Equity and Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The holder of this Award (the “Stockholder”) hereby accepts the Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Administrator shall be final, binding and conclusive upon the Stockholder and his or her heirs and legal representatives. Capitalized terms used but not defined herein shall have the respective meanings
set forth in the Plan.
The Stockholder is hereby granted a Restricted Stock Award consisting of shares (the “Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”), on the terms and conditions set forth in the “Notice of Grant of Award and Award Agreement” attached hereto (the “Notice of Grant”) and identified by the Award Number set forth above (which agreement, together with this agreement, are hereinafter collectively referred to as the “Agreement”), the provisions of which are incorporated herein by reference. The Notice of Grant sets forth (a) the number of Shares granted pursuant to this Award, (b) the vesting schedule of the Shares, and (c) certain other terms and conditions applicable to this Award.
1. Termination
of Employment or Provision of Services; Forfeiture of Unvested Shares. Vesting shall cease, and all unvested Shares shall automatically be deemed forfeited to the Company upon the Stockholder’s Termination Date.
2. Restrictions. The Shares may not be sold, assigned, transferred by gift or otherwise, pledged, hypothecated, or otherwise disposed of, by operation of law or otherwise, and shall be subject to forfeiture in accordance with the provisions of Section 1 above, until Stockholder becomes vested in the Shares. Upon vesting, the restrictions in this Section 2 shall lapse, the Shares shall no longer be subject to forfeiture, and Stockholder may transfer the Shares in accordance with the Securities Act of 1933 and other applicable
securities laws.
3. Enforcement of Restrictions. To enforce the restrictions set forth in Section 2, the Shares may be held in electronic form in an account by the Company’s transfer agent or other designee until the restrictions set forth in Section 2 have lapsed with respect to such Shares, or until this Agreement no longer is in effect. In the event the Company elects not to hold the shares in electronic form, the Shares may be evidenced in such manner as the Company shall determine, including, but not limited to, the issuance of share certificates in the name of Stockholder. In such case, Stockholder appoints the Secretary of the
Company, or any other person designated by the Company, as escrow agent and attorney-in-fact to assign and transfer to the Company any Shares forfeited by Stockholder pursuant to Section 1 above, and upon execution of the Notice of Grant, any stock certificate(s) representing the Shares, together with a stock assignment duly endorsed in blank, shall be held in escrow by the Company and as the Shares vest, upon the written request of the Stockholder, the Company shall provide the Stockholder with a stock certificate representing the vested Shares. The stock assignment and any stock certificates shall be held by the
Company until the restrictions set forth in Section 2 have lapsed with respect to the Shares, or until this Agreement is no longer in effect.
4. Effect of Prohibited Transfer. If any transfer of any of the Shares is made or attempted to be made contrary to the terms of this Agreement, the Company shall have the right to acquire for its own account, without the payment of any consideration therefor, such Shares from the owner thereof or his transferee, at any time before or after such prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available to it.
The Company may refuse for any purpose to recognize any transferee who receives shares contrary to the provisions of this Agreement as a stockholder of the Company and may retain and/or recover all dividends on such shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.
5. Voting; Dividends. The Shares shall be registered on the Company’s books in the Stockholder’s name as of the date of acceptance of this Award by Stockholder as evidenced by the Stockholder’s execution of the Notice of Grant (the “Date of Acceptance”). During the vesting period described in the Notice of Grant, the
Stockholder shall be entitled to all rights of a stockholder of the Company, including the right to vote the Shares and receive dividends and/or distributions on the Shares, provided that any such dividends and/or distributions shall be subject to the same restrictions and other terms and conditions, including vesting, forfeiture and withholding requirements, as the underlying Shares to which they relate. If any dividends or distributions with respect to the Shares (or any dividends or distributions thereon) constitute shares of capital stock, the Stockholder shall have the right to vote such shares and receive dividends and/or distributions on such shares, but for avoidance of doubt such shares (and any
dividends
and/or distributions thereon) shall be subject to the same restrictions and other terms and conditions, including vesting, forfeiture and withholding requirements, as the underlying Shares to which they relate. If any dividends or distributions with respect to the Shares (or any dividends or distributions thereon) constitute cash or property other than shares of capital stock, such dividends or distributions shall not be paid or delivered to the Stockholder until the underlying Shares to which they relate shall vest. The Stockholder shall immediately forfeit any dividend or distribution derived from any unvested Shares that are forfeited by the Stockholder.
6. No Right to Continued Employment or Service. This Agreement shall not confer on the Stockholder any right with respect to the continuation of employment or service by the
Company or limit in any way the right of the Company to terminate the Stockholder’s employment or service.
7. Tax Consequences. Set forth below is a brief summary as of the Grant Date of certain United States federal income tax consequences of the award of the Shares. THIS SUMMARY DOES NOT ADDRESS EMPLOYMENT, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO STOCKHOLDER. STOCKHOLDER UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THAT TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
Unless Stockholder makes a Section 83(b) election as described below, Stockholder shall recognize ordinary income at the time or times the Shares are released from the restrictions in Section 2, in an amount equal to the Fair Market Value of the Shares on such
date(s) less the amount paid, if any, for such Shares, and the Company shall be required to collect all applicable withholding taxes with respect to such income.
8. Tax Withholding Obligations. The Company’s obligation to deliver Shares shall be subject to the Stockholder’s satisfaction of all applicable tax withholding requirements, including any federal, state and local income and employment tax withholding requirements, and the terms and conditions set forth in Section 15 of the Plan. Except as set forth below, Stockholder shall pay such withholdings to the Company in cash by opening and maintaining a stock plan account with E*TRADE Securities
(or such other broker as may be designated by the Company) and irrevocably electing the “Sell-to-Cover” tax payment method pursuant to which Stockholder irrevocably directs E*TRADE Securities or such other broker to, on each vesting date (the “Tax Date”), automatically place a market order to sell enough shares from the vesting period to cover all applicable tax withholding requirements, commissions, and fees as determined by the broker in its sole discretion. Stockholder understands and agrees that E*TRADE Securities or such other broker shall transfer the amount of such withholding taxes to the Company, and the released shares will be deposited in Stockholder’s stock plan account and be available for sale once the sale and tax-payment transactions settle. Stockholder accepts the terms
and conditions of E*TRADE Securities or such other broker for use of this tax payment type and agrees to confirm such acceptance electronically by logging in and checking the appropriate box on Stockholder’s electronic stock plan account accessible via the Internet. Election of the Sell-to-Cover tax payment method will be subject to the following restrictions:
(i) All elections once made shall be irrevocable with respect to the entire Award.
(ii) If Stockholder is an officer or director of the Company within the meaning of Section 16 of the Exchange Act (“Section 16”), Stockholder must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding
obligation.
Notwithstanding the foregoing, if the Stockholder files a Section 83(b) election, then, upon the Date of Acceptance, the Stockholder shall provide a copy of such filed Section 83(b) election to the Company together with cash payment of all applicable tax withholdings as determined by E*TRADE Securities or another broker designated by the Company.
9. Section 83(b) Election. Stockholder hereby acknowledges that he/she has been informed that he/she may file with the Internal Revenue Service, within 30 days of the Grant Date, an election pursuant to Section 83(b) of the Code to be taxed as of the Grant Date on the amount by which the Fair Market Value of the Shares as of such date
exceeds the price paid for such Shares, if any.
IF STOCKHOLDER CHOOSES TO FILE AN ELECTION UNDER SECTION 83(b) OF THE CODE, STOCKHOLDER ACKNOWLEDGES THAT IT IS STOCKHOLDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE.
BY SIGNING THIS AGREEMENT, STOCKHOLDER REPRESENTS THAT HE/SHE HAS BEEN ADVISED TO CONSULT WITH HIS/HER OWN TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT STOCKHOLDER IS NOT RELYING ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. STOCKHOLDER UNDERSTANDS AND AGREES THAT THE STOCKHOLDER (AND NOT THE
COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
10. Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, KVH Industries, Inc., 50 Enterprise Center, Middletown, RI02842, Attention: President,
or such other address as the Company may hereafter designate.
Any notice to be given to the Stockholder hereunder shall be deemed sufficient if addressed to and delivered in person to the Stockholder at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Stockholder at such address.
***
IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the Grant Date of this Restricted Stock Award set forth in the cover page “Notice of Grant of Award and Award Agreement”.
KVH
INDUSTRIES, INC.
By:
Dates Referenced Herein and Documents Incorporated by Reference
