Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 728K
2: EX-10.1 Material Contract HTML 46K
3: EX-10.2 Material Contract HTML 46K
4: EX-10.3 Material Contract HTML 41K
5: EX-10.4 Material Contract HTML 37K
6: EX-10.5 Material Contract HTML 41K
7: EX-10.6 Material Contract HTML 129K
8: EX-10.7 Material Contract HTML 129K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
19: R1 Cover Page HTML 76K
20: R2 Consolidated Statement of Income HTML 83K
21: R3 Consolidated Statement of Comprehensive Income HTML 27K
22: R4 Consolidated Balance Sheet HTML 107K
23: R5 Consolidated Statement of Stockholders' Equity HTML 105K
24: R6 Consolidated Statement of Stockholders' Equity HTML 33K
(Parenthetical)
25: R7 Condensed Consolidated Statement of Cash Flows HTML 94K
26: R8 Basis of Presentation HTML 27K
27: R9 Recent Accounting Pronouncements HTML 38K
28: R10 Revenues HTML 269K
29: R11 Earnings Per Share HTML 43K
30: R12 Fair Value Measurements HTML 46K
31: R13 Hedging Activities HTML 27K
32: R14 Inventories, net HTML 34K
33: R15 Leases HTML 76K
34: R16 Acquisition and Divestiture HTML 36K
35: R17 Goodwill HTML 41K
36: R18 Income Taxes HTML 33K
37: R19 Share-Based Compensation HTML 93K
38: R20 Retirement and Pension Plans HTML 70K
39: R21 Contingencies HTML 34K
40: R22 Realignment Costs HTML 32K
41: R23 Accounting Changes and Error Corrections HTML 38K
(Policies)
42: R24 Revenues (Tables) HTML 270K
43: R25 Earnings Per Share (Tables) HTML 42K
44: R26 Fair Value Measurements (Tables) HTML 43K
45: R27 Inventories, net (Tables) HTML 35K
46: R28 Leases (Tables) HTML 77K
47: R29 Acquisition and Divestiture (Tables) HTML 33K
48: R30 Goodwill (Tables) HTML 41K
49: R31 Income Taxes (Tables) HTML 31K
50: R32 Share-Based Compensation (Tables) HTML 94K
51: R33 Retirement and Pension Plans (Tables) HTML 66K
52: R34 Realignment Costs (Tables) HTML 31K
53: R35 Recent Accounting Pronouncements - Additional HTML 34K
Information (Detail)
54: R36 Revenues - Outstanding Contract Asset and HTML 35K
(Liability) Accounts (Detail)
55: R37 Revenues - Additional Information (Detail) HTML 51K
56: R38 Revenues - Information about Operations in HTML 65K
Different Geographic Areas (Detail)
57: R39 Revenues - Major Products and Services in HTML 46K
Reportable Segments (Detail)
58: R40 Revenues - Timing of Revenue Recognition (Detail) HTML 44K
59: R41 Revenues - Changes in Accrued Product Warranty HTML 32K
Obligation (Detail)
60: R42 Earnings Per Share - Number of Weighted Average HTML 31K
Shares (Detail)
61: R43 Fair Value Measurements - Fair Value of Assets HTML 27K
Measured on Recurring Basis (Detail)
62: R44 Fair Value Measurements - Additional Information HTML 40K
(Detail)
63: R45 Fair Value Measurements - Fair Value Disclosures HTML 29K
of Financial Instrument Liabilities (Detail)
64: R46 Hedging Activities - Additional Information HTML 35K
(Detail)
65: R47 Inventories, net - Inventories (Detail) HTML 33K
66: R48 Leases - Additional Information (Details) HTML 28K
67: R49 Leases- Components of Lease Expense (Detail) HTML 30K
68: R50 Leases - Supplemental Balance Sheet Information HTML 36K
Related to Leases (Detail)
69: R51 Leases - Supplemental Cash Flow Information HTML 31K
Related to Leases (Detail)
70: R52 Leases - Maturities of lease liabilities (Detail) HTML 42K
71: R53 Acquisition and Divestiture - Additional HTML 67K
Information (Detail)
72: R54 Acquisition and Divestiture - Allocation of HTML 43K
Aggregate Purchase Price of Acquired Net Assets
(Detail)
73: R55 Goodwill - Changes in Carrying Amounts of Goodwill HTML 39K
by Segment (Detail)
74: R56 Income Taxes - Additional Information (Detail) HTML 30K
75: R57 Income Taxes - Reconciliation of Liability for HTML 30K
Uncertain Tax Positions (Detail)
76: R58 Share-Based Compensation - Additional Information HTML 97K
(Detail)
77: R59 Share-Based Compensation - Total Share-Based HTML 31K
Compensation Expense (Detail)
78: R60 Share-Based Compensation - Weighted Average HTML 36K
Assumptions Used for Estimating Fair Values of
Stock Options Granted (Detail)
79: R61 Share-Based Compensation - Summary of Stock Option HTML 63K
Activity and Related Information (Detail)
80: R62 Share-Based Compensation - Summary of Nonvested HTML 48K
Restricted Stock Activity and Related Information
(Detail)
81: R63 Retirement and Pension Plans - Components of Net HTML 49K
Periodic Pension Benefit Expense (Income) (Detail)
82: R64 Retirement and Pension Plans - Additional HTML 27K
Information (Detail)
83: R65 Contingencies - Additional Information (Detail) HTML 49K
84: R66 Realignment Costs - Schedule of Accrued HTML 33K
Liabilities in Company's Consolidated Balance
Sheet Included Amounts Related to Realignment
Costs (Detail)
85: R67 Realignment Costs - Additional Information HTML 41K
(Detail)
87: XML IDEA XML File -- Filing Summary XML 148K
18: XML XBRL Instance -- ame-20200630_htm XML 2.23M
86: EXCEL IDEA Workbook of Financial Reports XLSX 90K
14: EX-101.CAL XBRL Calculations -- ame-20200630_cal XML 194K
15: EX-101.DEF XBRL Definitions -- ame-20200630_def XML 465K
16: EX-101.LAB XBRL Labels -- ame-20200630_lab XML 1.41M
17: EX-101.PRE XBRL Presentations -- ame-20200630_pre XML 799K
13: EX-101.SCH XBRL Schema -- ame-20200630 XSD 139K
88: JSON XBRL Instance as JSON Data -- MetaLinks 368± 521K
89: ZIP XBRL Zipped Folder -- 0001037868-20-000006-xbrl Zip 337K
This PERFORMANCE RESTRICTED STOCK UNIT AWARD (“Award”), is granted as of the Award Date, by AMETEK, Inc., a Delaware corporation, to the Recipient.
W I T N E S S E T H :
WHEREAS, the Company
has adopted the 2020 Omnibus Incentive Compensation Plan of AMETEK, Inc. (the “Plan”), pursuant to which the Compensation Committee of the Board of Directors of the Company (the “Committee”) may, inter alia, award Performance Restricted Stock Units to such employees or non-employee directors of the Company and its Affiliates as the Committee may determine, and subject to such terms, conditions and restrictions as the Committee may deem advisable; and
WHEREAS, pursuant to the Plan, the Committee has awarded to the Recipient a Performance Restricted Stock Unit, subject to the terms, conditions and restrictions set
forth in the Plan and in this Award;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Pursuant to the Plan, the Company hereby grants to the Recipient on the Award Date, a Performance Restricted Stock Unit Award, and such units, the “Performance Restricted Stock Units,” are subject to the terms, conditions and restrictions set forth in the Plan and in this Award. Capitalized terms not otherwise defined in this Award shall have the same meanings as defined in the Plan.
2.At
such time as the Performance Restricted Stock Units become vested and nonforfeitable pursuant to Paragraph 3, the Company will deliver to the Recipient an unrestricted certificate for a number of shares of Company Stock equal to the number of Performance Restricted Stock Units that became vested (“PRSU Shares”) or an equivalent cash amount based on the value of a share of Company Stock, or a combination of the two, as determined by the Committee, in its discretion. The applicable date of delivery of the PRSU Shares or cash shall be no later than sixty (60) days after the date or event on which the Performance Restricted Stock Units become vested and nonforfeitable pursuant to Paragraph 3, except as set forth in Paragraph 18.
3.The Performance Restricted Stock Units (to the
extent earned pursuant to Paragraph 4 below) shall become vested and nonforfeitable on the date the results are certified by
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the Committee which shall in any event occur within three months following the end of the Performance Period (the “Vest Date”). Vesting is contingent on continued employment throughout the Vest Date, except that:
(a)in the event of the death or “Disability” (as defined in that certain Termination and Change of Control Agreement between the
Company and the Recipient, dated as of May 8, 2017) of the Recipient; or
(b)the Recipient’s Separation from Service with the Company (or any Affiliate of the Company) as a result of and concurrent with a Change of Control (as defined in the Plan),
the Performance Restricted Stock Units shall become vested and nonforfeitable on the Vest Date in an amount equal to the initial Performance Restricted Stock Units granted, as indicated in the “Total Granted” field on the cover page to this Award (the “Target Award”).
In addition, in the event of the Recipient’s attainment of at least fifty-five
(55) years of age and at least ten (10) years of service with the Company (or any Affiliate of the Company) at the Recipient’s termination of employment date occurring on or after December 31st of the first year of the “Performance Period” (as such term is defined in Exhibit A), then the Performance Restricted Stock Units shall become vested and nonforfeitable on the Vest Date, to the extent that the performance goals are achieved.
Except to the extent, if any, that the Performance Restricted Stock Units shall have become nonforfeitable pursuant to the foregoing provisions of this Paragraph 3, if the Recipient otherwise ceases to remain in the employ of the
Company and its Affiliates prior to the Vest Date, any unvested Performance Restricted Stock Units (and any dividends, distributions and adjustments retained by the Company with respect thereto) shall be forfeited.
4.Except as otherwise provided in this Award and subject to adjustments permitted by the Plan, the number of Performance Restricted Stock Units which will vest under this Award, if any, will be determined by multiplying (a) the sum of (i) 0.5 times the vested percentage applicable to Return on Tangible Capital (“ROTC”) plus (ii) 0.5 times the vested percentage applicable to Relative Total Shareholder Return (“TSR”) by (b) the Target Award. The maximum number of Performance Restricted Stock Units which can vest is 200% of the Target Award and the minimum
number of Performance Restricted Stock Units which can vest is 0% of the Target Award. The vested percentage applicable to ROTC and TSR will each be determined over the “Performance Period” (as such term is defined in Exhibit A) as illustrated in the schedules attached to this Award as Exhibit A.
5.The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Performance Restricted Stock Units, or any interest therein other than by will or the laws of descent and distribution, unless and until the Performance Restricted Stock Units have been settled as provided in this Award.
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6.Prior to the issuance of PRSU Shares, Recipient will have no rights as a shareholder of the Company with respect to this Performance Restricted Stock Unit Award or the Performance Restricted Stock Units.
7.If the number of outstanding shares of Company Stock changes through the declaration of stock dividends or stock splits prior to the vesting date, the Performance Restricted Stock Units subject to this Award automatically will be adjusted, according
to the provisions of Section 5(c) of the Plan. In the event of any other change in the capital structure or the Company Stock or other corporate events or transactions involving the Company, the Committee is authorized to make appropriate adjustments to this Award.
8.Recipient shall be credited with Dividend Equivalents with respect to outstanding Performance Restricted Stock Units prior to the applicable vesting date. Such Dividend Equivalents will be credited to the Recipient as a cash value plus interest, which shall be held by the Company subject hereto. For purposes of this Paragraph 8, interest shall
be credited from the date a Dividend Equivalent with respect to the Performance Restricted Stock Units is made to the date on which the Company distributes such amounts to the Recipient, at the five-year Treasury Note rate, plus 0.5% as such rate is set forth in the Wall Street Journal as of the first business day of each calendar quarter. Dividend Equivalents shall be subject to the same terms and conditions, and shall vest and be paid, or be forfeited (if applicable), at the same time as the Performance Restricted Stock Units to which they relate.
9.If, in connection with the grant, vesting or settlement of the Performance Restricted Stock Unit Award or issuance of PRSU Shares with respect to vested Performance Restricted Stock Units, the
Company (or any Affiliate) shall be required to withhold amounts under applicable federal, state, local or foreign laws, rules or regulations, including income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Recipient’s participation in the Plan and legally applicable to the Recipient (“Tax-Related Items”), the Company will address all Tax-Related Items in accordance with Section 14 of the Plan. Notwithstanding anything in this Paragraph 9 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Company Stock underlying the Performance Restricted Stock Units will be withheld to satisfy any Tax-Related Items arising prior to the date of settlement of the Performance Restricted Stock Units for any portion of the Performance Restricted Stock Units that is considered an item of
“nonqualified deferred compensation” subject to Section 409A, then the number of shares of Company Stock withheld shall not exceed the number of shares that equals the liability for the Tax-Related Items.
10.The Company and the Recipient each hereby agrees to be bound by the terms and conditions set forth in the Plan.
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11.Any notices or other communications
given in connection with this Award shall be sent either by registered or certified mail, return receipt requested, or by overnight mail, facsimile, or electronic mail to the Company and Recipient address or number of record or to such changed address or number as to which either party has given notice to the other party in accordance with this Paragraph 11. All notices shall be deemed given when so mailed, or if sent by facsimile or electronic mail, when electronic confirmation of the transmission is received, except that a notice of change of address shall be deemed given when received.
12.This Award and the Plan constitute the whole agreement between the parties hereto with respect to the Performance Restricted Stock Unit Award.
13.This
Award shall not be construed as creating any contract of employment between the Company and the Recipient and does not entitle the Recipient to any benefit other than that granted under this Award. The grant of the Performance Restricted Stock Units hereunder will not confer upon the Recipient any right to continue in the employ of the Company or its Affiliates.
14.The Recipient agrees that, to the extent applicable, any shares granted hereunder will be subject to the Company’s policies with respect to the hedging and
pledging of shares of Company Stock, stock ownership requirements, and clawbacks, in each case that the Company may have in effect from time to time.
15.This Award shall inure to the benefit of, and be binding on, the Company and its successors and assigns, and shall inure to the benefit of, and be binding on, the Recipient and his or her heirs, executors, administrators and legal representatives. This Award shall not be assignable by the Recipient.
16.The Recipient understands that in order to perform its obligations under the Plan or for the implementation and administration of the Plan, the
Company may collect, transfer, use, process, or hold certain personal or sensitive data about Recipient. Such data includes, but is not limited to Recipient’s name, nationality, citizenship, work authorization, date of birth, age, government or tax identification number, passport number, brokerage account information, address, compensation and equity award history, and beneficiaries’ contact information. Recipient explicitly consents to the collection, transfer (including to third parties in Recipient’s home country or the United States or other countries, such as but not limited to human resources personnel, legal and tax advisors, and brokerage administrators), use, processing, and holding, electronically or otherwise, of his/her personal information in connection with this or any other equity award. At all times, the Company shall maintain the confidentiality of Recipient’s
personal information, except to the extent the Company is required to provide such information to governmental agencies or other parties and such actions will be undertaken by the Company only in accordance with applicable law.
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17.This Award shall be subject to and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of
law.
18.This Award is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Section 409A”), to the extent subject thereto, and shall be interpreted and administered accordingly. Notwithstanding the foregoing, the Company (including its Affiliates) shall not have any liability under the Plan or this Award for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Award, including any taxes, penalties or interest imposed under Section 409A. To the extent the Award is subject to Section 409A, each amount to be paid under this Award shall be construed as a separately identified payment for purposes of Section 409A. In addition, notwithstanding
anything herein to the contrary, if the Recipient is deemed on the date of his or her Separation from Service to be a “specified employee” within the meaning of that term under Section 409A and the Recipient is subject to U.S. federal taxation, then, to the extent the settlement of the Performance Restricted Stock Units following such Separation from Service is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service,” such settlement shall be delayed until the first business day of the seventh month following the Recipient’s Separation from Service, or, if earlier, on the date of the Recipient’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A.
19.The Recipient recognizes and acknowledges that, by
reason of Recipient’s employment by and service to the Company or an Affiliate, Recipient has had and will continue to have access to confidential information of the Company and its Affiliates, including, without limitation, information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its Affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company
and its Affiliates (“Confidential Information”). The Recipient acknowledges that such Confidential Information is a valuable and unique asset and covenants that Recipient will not, either during or after Recipient’s employment by the Company, use or disclose any such Confidential Information except to authorized representatives of the Company or as required in the performance of Recipient’s duties and responsibilities. The Recipient shall not be required to keep confidential any Confidential Information which (i) is or becomes publicly available through no fault of the Recipient, (ii) is already in Recipient’s possession (unless obtained from the Company (or an Affiliate) or one of its customers) or (iii)
is required to be disclosed by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the Recipient shall provide the Company written notice of any such order prior to such disclosure to the extent practicable under the circumstances and permitted by applicable law. Further, the Recipient shall be free to use and employ Recipient’s general skills, know-how and expertise, and to use, disclose and employ any contact information, generalized ideas, concepts, know-how, methods, techniques or skills, including, without limitation, those gained or learned during the course of
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the performance of Recipient’s duties and responsibilities hereunder, so long as Recipient applies such information without disclosure or use of any Confidential Information. Upon the Recipient’s Separation from Service, the Recipient will return (or destroy, if requested by Company) all Confidential Information to the Company to the fullest extent possible.
20.During the Recipient’s employment and at any time thereafter, the Recipient agrees not to at any time make statements or representations, orally or in writing, that disparage the commercial reputation, goodwill or interests of the
Company (or an Affiliate), or any current or former employee, officer, or director of the Company (or an Affiliate). Nothing in this Award shall limit or otherwise prevent (i) any person from providing truthful testimony or information in any proceeding or in response to any request from any governmental agency or any judicial, arbitral or self-regulatory forum or as otherwise required by law; (ii) either party from enforcing the other terms of this Award; (iii) the Company (or an Affiliate) from reviewing the Recipient’s performance, conducting investigations and otherwise acting in compliance with applicable law, including making statements or reports in connection therewith, or making any public filings or reports that may be required by law; (iv) the Recipient from the performance of Recipient’s
duties while employed by the Company (or an Affiliate); or (v) the Recipient from making a report to any governmental agency or entity, including but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, if Recipient has a reasonable belief that there has been a potential violation of federal or state law or regulation or from making other disclosures that are protected under the whistleblower provisions of any applicable federal or state law or regulation. No prior authorization to make any such reports or disclosures is required and the Recipient is not required to notify the Company that Recipient has made such reports or disclosures. The
Recipient, however, may not waive the Company’s (or an Affiliate’s) attorney-client privilege.
21.Notwithstanding Paragraphs 19 and 20 above, the Recipient shall not be held criminally or civilly liable under any federal or state trade secret law act for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.
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Dates Referenced Herein and Documents Incorporated by Reference
