Global leading manufacturer of children study table and chair

essendant (esnd)

by:TBCZ     2020-04-01
☒Annual reports submitted under sections 13 or 15 (d)
Securities Trading Act of 19 years and 34 years☐Transition reports submitted under sections 13 or 15 (d)
Securities Trading Act of 19 years and 34 years☒☐☐☒☒☐☒☒☐☒☐☐(
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☐☐☐☐☒Part of the business executive of the registrant\'s factory resolved the letter of comment on the registrant\'s common stock, the relevant shareholder matters of the property legal action stock securities, and the issuer\'s purchase of selected financial data management company\'s financial status and Operating Results discussion and Analysis of Quantitative and qualitative disclosure of financial statements and supplementary data on market risks certain beneficial owners of accounting financial disclosure controls and procedures other information parties, executive officers and corporate governance executive compensation and security ownership, specific relationships and related transactions of management and related shareholders, and independent principal of directors,
Valuation and qualification confirmation of IITEM 1.
By opening a freight integration center at a selected location to redesign inbound freight operations, this will reduce the cost of the entire supply chain, improve the efficiency of the distribution center while maintaining a high level of service while simplifying costs, targeted cost improvements with independent dealers who are able to grow resources around channels that provide growth opportunities (including customers in the e-commerce sector)
Business, JanSan, vertical market, industry and automation work with suppliers to leverage the national distribution network drop-
Shipping capacity, next-
The daily delivery plan continues to improve the company\'s product classification and the continuous launch of the preferred supplier plan. The product category includes cleaning and hygiene supplies, lounge supplies, food service consumables, safety and security supplies, paper and packaging supplies.
Product category 26.
3% of net sales in 2017.
The category includes computer accessories and computer hardware items such as printers and other peripherals, imaging supplies and data storage.
Production of technical products 24.
The company consolidated 1% of net sales by 2017.
Traditional categories of office products include writing tools, business machines, filing and storage products, display products, transportation and mailing supplies, calendars and general office accessories.
The product category contributed 14.
8% of net sales in 2017.
This category includes various industrial MRO (
Maintenance, repair and operation)
Items, manual and electric tools, safety and security supplies, cleaning equipment, oil fields and welding supplies.
2017, industrial products accounted for 11.
7% of the company\'s net sales.
Essendant offers a wide range of paper cutting products, including copy paper of various styles and types.
Of 2017, paper-cutting products accounted for 8.
2% of the company\'s net sales.
Car products.
The company has a wide portfolio of automotive aftermarket tools and equipment.
2017, this product category accounted for 6.
5% of the company\'s net sales.
The product category includes desks, filing and storage solutions, seating and system furniture, and a wide range of professional products for niche markets such as education, government, healthcare and professional services.
This product category represents 5.
3% of net sales for the year.
Executive Officer of procurement and sales strategy, senior vice president, general counsel and secretary of Registrant51Essendant. Combined @ essendant. comITEM 1A. RISK FACTORS.
A large part of the company\'s annual sales are for relatively small customers.
For example, in 2017, Essendant\'s largest customers accounted for about 12% of net sales, while Essendant\'s top five and twenty accounts for 25% and 36% of net sales, respectively.
The loss of these customers, or the substantial reduction in sales to these customers, will have a significant adverse impact on the company\'s operating results and financial situation.
The company\'s sales to independent dealers account for a large part of the company\'s net sales.
In 2017, the sales of the five independent dealer customers accounted for 22% of the total net sales, while the 20 independent dealer customers accounted for 29% of the total net sales.
The challenging market dynamics of the industry have led to an increase in the integration, conversion and acquisition of independent office product dealers, as well as an increase in the direct sales of corporate suppliers to corporate customers.
For example, several current and potential customers of Essendant have been involved in the business portfolio in recent years.
According to the business portfolio, surviving companies typically review their supply chain and purchasing options, which may result in companies changing their purchasing relationships or trying to modify the terms with suppliers.
The ability of customers to buy goods directly from manufacturers is getting stronger and stronger, and if they think they can get lower prices or faster deliveries, or diversify their suppliers, they may choose to do so.
Some of the company\'s suppliers have reduced their minimum order size, making it more economical for small dealers (such as independent dealers) to buy products directly.
If the customer continues to increase the purchase from the manufacturer and reduce the purchase from Essendant, the company\'s operating results and financial position will be adversely affected. E-
Business and online branch of brickand-
Mortar warehouse clubs and large box shops have increased their competitive edge at both the wholesale and retail levels.
E-commerce competition is increasingly fierce.
Businesses are putting competitive pressure on Essendant.
If customers continue to increase purchases from online retailers and reduce purchases from Essendant, the company\'s operating results and financial position will be adversely affected.
Many independent distributors of the company use third-party technology suppliers (“3PVs”)
Automate the exchange of information between companies and independent distributors such as purchase orders, order confirmations, inventory availability checks, invoices and advanced shipping notices.
If Essendant is unable to do business with its customers through one or more 3PV in accordance with the terms acceptable to Essendant, or if 3PV fails to provide quality service to Essendant\'s customers, the operating results and financial position of essendant may be adversely affected.
Customers of the company can reduce or terminate the goods they purchase from the company with little or no notice.
The loss of customers has and is expected to continue to adversely affect the company\'s sales, and the reduction in revenue has led to the deleveraging of the company\'s cost base.
If these trends continue, the company will not be able to replace these sales declines, and the company\'s operating results and financial position will be negatively affected.
Online dealers promote greater transparency in prices;
Customer integration leads to increased purchasing power of some customers and seeks economic benefits from the company;
Change from high profit channel to low profit channel;
Transfer the product category sales portfolio to a larger share of the lower profit category;
The long-term decline in office product categories has led to unfavorable product portfolios;
Supplier Integration.
Demand for office products is expected to continue to decline. . ITEM 1B. ITEM 2.
The company leases approximately 200,000 square feet for its corporate headquarters in Deerfield, Illinois.
In addition, the company has 49,000 square feet of office space in Orchard Park, New York;
Rent 38,000 square feet of office space in Tulsa, Russia;
Rent 12,000 square feet in Pasadena, California;
And rent 11,000 square feet in Atlanta, Georgia.
The company uses 70 distribution centers, including 64 distribution centers in the United States, 5 distribution centers in Canada and 1 distribution center in Dubai, UAE, totaling about 13.
The warehouse area is 5 million square feet, of which 1.
It has 8 million square feet and 11 square feet.
The rental is 7 million square feet. ITEM 3. ITEM4. ITEM 5.
Common stock repurchase website 6.
Select financial data. 20152017—Includes $20.
Sales revenue in industrial facilities city was $5 million and $12.
5 million costs associated with settlement of fixed benefit plans, $4.
Millions of costs related to the litigation reserve, $1.
2 million costs related to severance pay for operations leaders, $0.
9 million the cost of restructuring in 2015 was partially offset by the cost of facilities in 2016. —$115.
8 million costs related to industrial Impairment of goodwill and intangible assets, $18.
6 million costs associated with layoffs and integration of facilities, $17.
Sales losses and related expenses of millions of companies in Mexico, $12.
0 million impairment fees for intangible assets related to brand remodeling and accelerated amortization, $10.
7 million impairment of notes receivable from sellers related to the company\'s previous year sales of software service providers. —$8.
2 million loss of disposal by software service providers. —$13.
The cost of reducing labor and closing facilities was £ 0, $1.
2 million fees for impairment of assets.
Forward-Looking Information Item 7.
The net loss of $2017 per share recently was (7. 27)
Compared to diluted earnings of $1 per share.
73 in 2016, including the impact of the actions discussed below. Non-
The diluted earnings per share adjusted by GAAP in 2017 were $0.
In contrast, the adjusted earnings per share were $1. 54 in 2016.
Reference non-
The GAAP table will be included later in this section for more details about the operation.
Sales fell 5.
The adjusted working day is $ 8%.
Billion, driven by the decline in sales of JanSan\'s traditional office products, office furniture and technical products, partially offset by the growth of industrial supplies
Categories of paper and automotive products.
Gross profit fell by $53.
8 million, mainly due to the decline in sales volume, the percentage of gross profit in 2017 decreased slightly to 14.
0% per cent in 2017, compared to 14 per cent. 2% in 2016.
Operating expenses for 2017 totalled $949. 4 million or 18
8% of sales, $642. 3 million or 12
0% of sales in 2016, including the impact of the actions discussed below.
Adjusted operating expenses fell to $635 in 2017.
$8 million, compared to $646.
1 million in 2016, driven primarily by cost savings initiatives, it was partially offset by an increase in variable incentive pay.
Adjusted operating expenses increased to 12 as a percentage of sales.
6% from 12 in 2017.
Sales fell to 0% per cent in 2016.
Operating losses in 2017 (243. 4)million or (4. 8%)
Sales, operating income of $117. 5 million or 2.
2% of sales in the previous year, including the impact of the actions discussed below.
Adjusted operating income for 2017 was $70. 2 million or 1.
4% of sales, $113. 8 million or 2.
1% of sales in 2016, mainly due to the decline in gross profit margin this year, was partially offset by the adjusted reduction in operating expenses.
Operating cash flow for 2017 was $185.
$5 million to $130
2016 9 million.
The 2017 increase was mainly due to an increase in the balance of accounts payable and a decrease in the balance of accounts receivable and inventory.
Cash Flows for investment activities are $38.
It was $5 million in 2017.
8 million in the previous year, mainly due to the sales of the industrial city factory in California in 2016.
Cash outflows from financing activities amounted to $140.
In 2017, it was $136, compared to $.
Millions in 2016.
In February 2017, the company replaced two financing agreements with a new credit agreement to provide enhanced liquidity and increase the supply of debt.
Actions affecting comparability of results (the “Actions”)
2017 285 dollars of action Goodwill impairment cost.
2 million is recognized (
See Note 6-\"Goodwill and Intangible Assets \").
Transformation costs associated with implementing strategic drivers to increase business value totaled $19. 7 million.
Due to changes in the company\'s strategy, these expenses include consulting fees and other activities where the company has a large amount of expenses.
The proceedings resulted in an amount of $9. 0 million (
See Note 18-\"legal matters \"). One-
Time tax for $2.
6 million related to changes in tax laws in December 2017 (
See Note 15-income tax \").
Recovery related to the damaged Note receivable in 2015 resulted in $0.
3 million of 2017 earnings.
2016 operations at one facility generated $20. 5 million gain.
A voluntary lump.
Due to the provision of a pension, the interest rate, mortality and investment risk of the basic pension plan are significantly reduced.
As a result of this proposal, settlement and re-measurement of the basic pension plan is required, resulting in a determined loss of $12 for the settlement of the benefit plan. 5 million.
Accrual Basis in connection with the ongoing Telephone Consumer Protection Act of 1991 (“TCPA”)
$4 lawsuit0 million.
Tax impact on dividend settlement of a $1 foreign subsidiary. 7 million.
A $1 severance pay.
2 million related to two members of the company\'s operations leadership team. A $1.
2 million due to severance costs, the reversal of the accrued restructuring costs in 2015 was partially offset by $0.
3 million cost of facilities integration.
A confirmed reserve in relation to the discrete uncertain tax position of the previous year for an amount of $0. 4 million.
The total costs of 2015 proceedings amounted to $120.
In the fourth quarter, 7 million related to the industrial business sector occurred.
These expenses include impairment of goodwill and intangible assets, totaling $115.
At 8 million, the reserve for obsolete stocks increased by $4. 9 million.
These effects are the result of the macroeconomic environment in the oil and energy sectors.
Restructuring actions were taken to improve the company\'s operational utilization, labor expenditure, inventory performance and functional coordination of the organization.
This includes reduced labor force and integration of facilities, with an adverse impact of $18.
6 million throughout the year.
The sales of the company\'s business in Mexico, Azerty de Mexico, resulted in a total cost of $17. 0 million.
Net sales of the subsidiary this year were $50.
1 million and $5 operating losses.
0 million, excluding the fees mentioned earlier.
The company was officially renamed Essendant Inc.
Communicate the company\'s strategy in a consistent manner.
The rebranding resulted in a re-evaluation of the company\'s trademarks and determined that the ORS Nasco trademarks and certain OKI brands were compromised. Pre-tax, non-
Cash, impairment costs and accelerated amortization totalling $12.
There are 0 million people in this year.
In 2014, the company sold its subsidiaries that provided software services in exchange for cash and convertible and non-convertible
Convertible ticket.
According to the subsequent information, the company determined that it was not possible to collect the amount of notes payable or other receivables from the acquirer and, as a result, the accounts receivable were completely damaged and lost $10.
7 million for the period from 2015.
Actions and events are expected to affect future results restructuring plans.
Essendant has launched a restructuring plan to drive sales by reducing the cost base, aligning organizational infrastructure and leadership with the company\'s growth channels, thereby enhancing the company\'s strategic Drive, and provide the ability to invest in preferred suppliers and growth category products.
The company expects the restructuring plan and other initiatives to reduce costs from 2018 and reach operational-
By 2020, savings exceeded $50 million a year, more than half of which were realized in 2018. Tax Reform.
In 2018, the company predicted that the effective tax rate excluding action would be between 35% and 37%, reflecting the reduction in the income tax rate promulgated by the tax reform, partially offset by the increased state income tax, the loss of the entertainment fee deduction and the reduction of the share price after the date of the annual equity compensation attribution award.
For more details, see Note 2-summary of important accounting policies \".
The net sales of key accounting policies, judgments and estimated liabilities for the year ended December 31, 2017 were $5.
0 billion, the number of adjusted working days decreased by 5. 8% from $5.
Sales in 2016 were 4 billion.
Net sales of 2018 per cent are expected to decline by 3% per cent to 6% per cent compared to 2017.
Net sales for major product categories in 2017 and 2016 include the following (in thousands)
Gross profit for 2017 was $706.
1 million, $759.
2016 9 million.
Gross profit as a percentage of net sales (
Gross profit margin)of 14.
0% fell 20 basis points from 2017 (“bps”)from the prior-
Gross profit margin of 14 years. 2%.
This decline is due to deleveraging of distribution networks and transportation costs (41 bps)and inventory-
Related valuation (29 bps)
Partially offset by favorable product margin (43 bps)
Driven by inflation and the benefits of commodity sales and pricing actions related to the implementation of corporate strategy drivers, these factors are offset by a decrease in supplier allowances due to a decrease in sales volume.
Sales of larger dealers are generally lower than those of smaller dealers.
Sales to new customers tend to have lower profit margins, but often increase over time.
Low profit categories include cutting
Traditional office supplies, furniture and industrial supplies are categories with high profit margins.
Operating expenses.
Operating expenses for 2017 amounted to $949. 4million or 18.
8% of sales, $642. 3million or 12.
0% of sales in the same period last year.
Excluding the in and 2016 actions, the adjusted operating costs were $635. 8 million or 12
6% of sales in 2017, compared to $646. 1 million or 12
0% of sales in 2016.
Adjusted operating expenses increased as a percentage of sales in 2017, mainly due to the re-setting of incentive pay.
Through the company\'s strategic actions, by opening a freight consolidation center, align the distribution network footprint with the sales volume and improve the target cost through zero cost
According to the budgeting method, the company aims to save more than $50 million annually by 2020.
Net interest expenditure of £ 2017 was $25. 6 million or 0.
Compared to $22, it accounted for 5% of total sales. 9million or 0.
4% of total sales in 2016.
This increase was mainly due to an increase in interest rates in 2017, partially offset by a reduction in outstanding debt.
Income tax offer is $ (2. 0)
Compared to $30, there were millions in 2017.
2016 8 million.
The effective tax rate of the company is 0. 8% and 32.
In 2017, 5% and 2016 respectively.
This change is mainly driven by the long-term impact of accumulated goodwill impairment that occurred in 2017.
Excluding these actions, the effective tax rate of the company is 44. 4% and 37.
In 2017, 7% and 2016 respectively.
Increase the change in accounting for equity compensation (ASU 2016-09)
It was adopted in 2017, generating $2.
$0 million or $1 extra tax for the year.
3 million of tax reform.
In addition, income tax expenses were affected by the adoption of the tax reform in December 2017, including the recording of a
Time conversion tax and other necessary re-evaluation of the company\'s historical tax position, totaling $2. 6 million.
Net loss for 2017 is $ (267. 0)
In contrast, net income was $63.
2016 9 million.
Basic loss per share is $ (7. 27)
Compared to diluted earnings of $1 per share, 2017. 73 in 2016.
Excluding actions for 2017 and 2016, Adjusted net income for 2017 and 2016 was $24.
$8 million and $57.
0 million respectively.
Adjusted diluted earnings per share are $0. 67 and $1.
2017 and 2016 respectively.
Adjusted diluted earnings per share in the first quarter of 2018 is expected to be lower than in 2017, reflecting the impact of a decline in sales by dealers across the country, due to opportunistic inventory purchases, annual first quarter reset of employee leave expenses and supplier allowances.
Net sales for the year ended December 31, 2016 were $5.
4 billion, adjust 0 one working day.
A decrease of 3% from $5.
Sales in 2015 were 4 billion.
Net sales by product category at 2016 and 2015 included the following: sales of automotive products increased by $36. 6 million or 13
2016 for 1% and 2015.
The increase in this category was mainly due to the acquisition of Nestor in 2015, which increased by $64.
Net sales in 2016 amounted to $9 million.
2015 1 million.
The percentage of auto products in total sales is 5.
9% monthly sales in 2016 increased by 2015 per cent.
2% due to the impact of the acquisition.
Gross profit for 2016 was $759.
9 million, $836.
2015 5 million.
Gross profit margin is 14.
2% of 2016 fell 140 basis points from the previous
Gross profit margin 15. 6%.
This decline is due to unfavorable product profits (133 bps)
Mainly due to adverse changes in categories and channel combinations (107 bps)
High freight (21 bps).
Operating expenses for 2016 amounted to $642. 3million or 12.
0% of sales, $806. 7million or 15.
0% of sales in the same period last year.
Excluding operations in 2016 and 2015, the adjusted operating costs were $646. 1 million or 12
0% of sales in 2016, compared to $632. 6 million or 11
8% of sales in 2015.
The increase in the adjusted operating expenses in 2016 was mainly due to the confirmation of a customer\'s prepaid rebate and accounts receivable allowance totaling $13. 3 million.
Net interest expenditure of 2016 was $22. 9 million or 0.
Compared to $19, it accounted for 4% of total sales. 6million or 0.
4% of total sales in 2015.
This increase was mainly due to an increase in interest rates in 2016.
The income tax fee is $30.
Compared with $54, it was $8 million in 2016.
2015 5 million.
The effective tax rate of the company is 32. 5% and 534.
In 2016, 8% and 2015 respectively.
This effective reduction in tax rates is mainly driven by the actions of the previous year, in particular 2015 of goodwill non-cash impairment costs that are non-deductible for tax purposes, there are also 2015 of the losses incurred at the time of sale by the Mexican subsidiary with a full valuation allowance.
The additional offer in 2016 was due to a decrease in the valuation allowance associated with the proceeds from the sale of industrial facilities cities.
Excluding these actions, the effective tax rate for the company will be 37. 7% and 39.
In 2016, 1% and 2015 respectively.
Net income for 2016 was $63.
Compared with a net loss of $9 million (44. 3)
Million in 2015
Diluted earnings per share are $1.
73 compared with a loss of $ per share, 2016 (1. 18)in 2015.
Excluding actions for 2016 and 2015, adjusted net income for 2016 and 2015 was $57.
Million and $116.
4 million respectively.
Adjusted diluted earnings per share are $1. 54 and $3.
08 was 2016 and 2015, respectively.
As of December 31, 2017, the liquidity of financing and availability of capital resources are outlined below (in millions):1)2)1)
Adjusted gross profit of cash flow, adjusted operating expenses, adjusted operating income, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA and freedomthe “Non-GAAP table”)
Cost of restructuring.
Labor reduction and facility closure costs such as employee termination costs, facility closure and consolidation costs, and other costs directly related to changes in business strategies or business conditions as part of the restructuring plan.
Profit and loss from the sale of assets or business.
The sale of assets and businesses such as buildings or equipment may result in gains or losses.
These transactions occur when the company relocates the business and reviews the cost structure.
Severance pay for operations leaders.
Employee termination costs associated with members of the company\'s operations leadership team are excluded because they are based on individual agreements.
Impairment of assets.
Changes in strategic or macroeconomic events may result in impairment of assets. Other actions.
Probably not an action.
Repeated Events, caused by the company\'s changing strategy and needs, do not reflect the potential cost of onlinegoing business.
In 2016, other actions include settlement expenses related to fixed benefit plan settlement, litigation costs, tax impact on dividends of foreign subsidiaries and operating expenses and adjustments after reserve adjustments related to uncertain tax positions in the previous year operating income.
Adjusted gross profit adjustment business expenses and adjusted work income provide management and investors understand that the results of the main business operations do not include the projects described above, do not reflect regular expenses, operating income.
Adjusted operating expenses and adjusted operating income are used during the assessment periodover-
Operating performance during the period, because they are more comparable measures of continuous operation.
These measures may be useful for investors to assess the basic operational performance of the business.
Adjusted net income and adjusted diluted earnings per share provide basic company performance and trends that are more comparable than GAAP.
Net earnings per share and diluted earnings are adjusted based on the impact of the above items that do not reflect the operating normal earnings. .
The adjusted EBITDA helps to assess the company\'s operational performance and is used by management for a variety of purposes, including as a measure of performance and as a basis for strategic planning and forecasting.
Net income adjusted based on interest, taxes, depreciation and amortization and the impact of the stock
Based on the cost of compensation.
Management believes that investors usually use adjusted EBITDA to assess operational performance between competitors, as it helps to reduce the variability caused by capital structure, income tax, stock differences
Depreciation and amortization policy in accordance with the compensation accounting policy.
Free cash flow is an indicator of the company\'s liquidity and is useful to both management and investors.
It has a more comprehensive understanding of the factors and trends that affect cash flow than comparable GAAP.
() Net cash providedused in)
() Net Operating Activities and cash providedused in)
Summary and adjustment of investment activities to exclude net cash from acquisition, acquisition and divestiture. (1)ITEM 7A.
Quantitative and qualitative disclosure of market risks. ITEM 8.
Financial statements and supplementary information.
Internal Control-
Comprehensive Framework report of independent CPA firm
AND SUBSIDIARIES
AND SUBSIDIARIES
AND SUBSIDIARIES
AND SUBSIDIARIES
AND SUBSIDIARIES
And subsidies-
Based on compensation, the change of LIFO reserve in 2016 included the liquidation of LIFO.
This calculation resulted in LIFO revenue of $0.
8 million, offset by living expenses exceeding $2.
4 million related to current inflation, the overall net increase in sales costs was $1. 6 million.
The tax reduction and Employment Act was enacted in December 22, 2017.
The bill requires companies to pay a sum.
Time transfer tax on income from certain foreign sources.
As of December 31, 2017, although the company has not completed the accounting of the tax impact of the Act, the company has made a reasonable estimate of the impact of the Act --
Time conversion tax.
As a result, the company confirmed the provisional amount of $1.
9 million, as part of the income tax expenses for continuing operations.
Estimated interim amount, after accumulation
Deferred foreign income of $1986.
5 million, deducting foreign tax credits and tax liabilities previously recorded in the purchase accounting on the acquisition date.
Despite the record of the impact of the transfer tax, the company is still permanently investing in subsidiaries in foreign jurisdictions.
Essendant will continue to monitor domestic and foreign capital and liquidity needs in the future to determine if changes are needed.
Compensation-Stock compensation (Topic 718)
Improvement of employee sharing-
Payment account based on intangible assets
Goodwill, etc (Topic 350)
: Simplified test of impairment of goodwill, FASB released ASU No on May 2014. 2014-
09, revenue from signing contracts with customers, outlines a single comprehensive model of the entity\'s use to account for revenue generated from signing contracts with customers, and replaces most current revenue recognition guidelines, including industry-
Specific guidance.
Asus\'s principle is that an entity should confirm revenue to reflect the amount of consideration that the entity expects to be entitled to describe the transfer of goods or services to customers for these goods or services.
Asus also requested further disclosure of the nature, amount, time and uncertainty of the revenue and cash flow generated by the client\'s contract, including changes in material judgments and assets identified in the fees incurred in the performance of the contract.
On 2015, the FASB released the ASU No. 2015-
14. Income from signing contracts with customers has delayed the effective date of ASU No2014-09.
The standard is valid for the fiscal year beginning after December 15, 2017, including the transition period during the reporting period.
Cash flow statement (Topic 230)
Classification of compensation for certain cash income and cash payment-retirement benefits (Topic 715)
: Improvement of the presentation of net fixed-term pension costs and net benefits costs after regular retirement (Topic 842)
This requires the lessee to recognize the rightof-
Use of assets and lease liabilities for all leases, except for leases that meet the short term definitionterm leases. For short-
Term lease, the lessee may choose the accounting policy based on the class of underlying assets that are not recognized for these assets and liabilities, and the lease payment is usually confirmed directly within the term of the leaseline basis.
The standard will take effect from the annual period beginning after December 15, 2018, including the interim period during the reporting period, and allow early application.
The company is currently evaluating the new guidelines to determine its impact on consolidated financial statements, but is expected to have a significant impact on the consolidated balance sheet of the company.
Derivatives and hedging (Topic 815)
: On February 2018, FASB released ASU 2018-
02. Income Statement-declared Comprehensive income (Topic 220)
: Re-classify certain tax effects from other consolidated income accumulated.
The standard addresses the \"stranded\" tax impact caused by the 2017 tax law in the accumulated other comprehensive income.
Changes in the tax law or the impact of the tax rate included in the continuing operating income are not affected.
The standard is valid for the annual period beginning after December 15, 2018, including the interim period during the reporting period where early adoption is allowed.
Disclosure is required during adoption.
The company is currently evaluating new guidelines to determine its impact on consolidated financial statements.
Financial instruments-loss of credit (Topic 326)
Measurement of credit loss of financial instruments the final allocation of purchase prices is as follows (
Thousands)
: Intangible assets of property, plant, and equipment-Goodwill and others. The total intrinsic value summarized in the above table is based on the closing price per share of the Company\'s common shares on the last day of the annual transaction, that is, $9. 27, $20. 90, and $32.
For the year ended December 31, 2017, $51 per share was 2016 and 2015, respectively.
In addition, the total intrinsic value of the exercisable option does not include the value of the option whose exercise price exceeds the stock price as of the last day of the annual transaction.
Restricted stocks and restricted stock units in December 31, 2017 and 2016, the consolidated balance sheet of the company reflects $13.
$2 million and $297.
9 million of goodwill, respectively.
Intangible assets amortized annually 7.
Severance and restructuring costs (1)(2)
The common stock repurchase business department is engaged in business activities to earn income and generate expenses;
The operating results of the operation department are regularly reviewed by the company\'s CODM;
Discrete financial information about the operations department;
There are other factors such as the management structure, the submission of information to the board of directors and the nature of the business activities of each business unit.
The table below shows net sales by product category as of December 31, 2017, 2016 and 2015 (in thousands):(1)
Concentration of suppliers, customers and products: 2017 the circular credit mechanism is stipulated in the credit agreement (
The total principal is $1. 0 billion), a first-in-last-out (“FILO”)
Revolving credit (
Total committed principal of $100 million)
And term loans (
Total committed principal is $77. 6 million).
2017 The Credit Agreement also provides for the issuance of letters of credit of up to $50 under revolving loans.
Million plus $165.
0 million credit support for the company\'s obligations under the 2013 bill purchase agreement.
ECO\'s obligations under the 2017 Credit Agreement are guaranteed by the lender.
ECO\'s obligations under these agreements and the obligations of the guarantor under the guarantee are guaranteed by a lien on basically all of the company\'s assets.
Under the 2017 Credit Agreement, the availability of revolving credit depends on the borrowing base, which consists of certain percentages of tangible assets, less the reserve as defined in the agreement. Year12.
Lease, contractual obligations and casual obligations
Provide a lump sum pension to eligible, terminated, vested program participants to settle and remeasure the basic pension plan.
The fair value of planned assets and investment policies and strategies the company\'s pension plan assets by asset category on December 31, 2017 and 2016 are as follows :(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)(m)
The general pension plan assumes that the union pension plan assumes future benefits payments, taking into account the uncertainty of income taxes.
Fair Value Measurement Standard 1-
An active market offer of the same assets or liabilities; Level2—
Direct or indirect observable input other than the first level input; andLevel3—
The use of company-developed estimates and unobservable inputs for hypothetical development that reflect the inputs that market participants will use. 18. Legal Affairs.
Selected Quarterly Financial Data-Unaudited(1)(2)(3)(4)ITEM9.
Changes and disagreements with accountants in accounting and financial disclosure. ITEM 9A.
Internal Control-
Integrated Framework costs associated with exit or disposal activities. The tenth item of the third part. www. Essendant. comITEM11. ITEM12. ITEM13. ITEM14. PART IVITEM 15. (a)
Management report on internal control of financial reports of independent CPA firms consolidated operating statements for the year ended December 31, 2017, Consolidated Income Consolidated statements 2016 and 2015 (Loss)
For the year ended December 31, 2017, the consolidated balance sheet as at December 31, 2017 was 2016 and 2015, and the consolidated statement of changes in shareholders\' equity for the year ended December 31, 2017 was 2016, 2016 and 2015 Consolidated cash flow statement for the year ended December 31, 2017, Notes to Consolidated Financial Statements 2016 and 2015
Valuation and qualified accounting companies include as evidence certain documents previously submitted to SEC in this annual report, which it uses as exhibits, with reference to the relevant documents at the end of the description of the exhibits.
Unless otherwise stated, the company has filed a SEC document incorporating such evidence by reference (
File number 0-in ESND-10653).
Under item 15, the management contract and compensation plan or arrangement required to be included as evidence of this year\'s report (b)
Exhibitors are listed below. 26 through 10.
53, and at the end of the description of the exhibition in question, each is marked with a double star number.
Certificate of Registration reiterated by Essendant Inc. (
\"ESND\" or \"Company \")
Date as of June 1, 2015 (Exhibit 3.
Form 10-1
Q, filing on July 23)
Amendments and restatements by Essendant Inc.
Date as of December 13, 2016 (Exhibit3.
Company Current Report on Form 8-
K, submitted on December 16, 2016)
Bill purchase agreement between ESND, Essendant Co as of November 25, 2013(ECO)
The purchaser of the bill identified therein (
\"2013 bill Purchase Agreement \")(Exhibit 4.
4 to the Company\'s Annual Report Form 10-
K for the year ended December 31, 2013, submitted on February 19, 2014 (
\"2013 Form 10-K”))Amendment No.
1 notes the purchase agreement between the holders of notes issued by ECO, ESND and the company as of January 27, 2016 (Exhibit4.
Form 10-2
Q, submitted on April 20, 2016)Amendment No.
2 indicate in ESND, ECO and the purchaser of the notes identified therein the purchase agreement as at August 30, 2016 (Exhibit 10.
7 to company Form 10-
Q submitted on October 26, 2016)
Amendment 3 to the Bill purchase agreement between ESND, ECO and the purchaser of the notes identified therein as of February 9, 2017 (Exhibit 10.
Form 10-2
Q submitted on April 27, 2017)
Revision number 4, indicate in ESND, ECO and the purchaser of the notes identified therein the purchase agreement of the notes as at February 22, 2017 (Exhibit 10.
Form 10-3
Q submitted on April 27, 2017)
Parent guarantee provided by ESND on November 25, 2013 for the promissory note holder identified therein (Exhibit 4.
Forms 10-5 to 2013K)
As of November 25, 2013, subsidiaries of all domestic subsidiaries of ECO (Exhibit 4.
Forms 10-6 to 2013K)
Revised and restated warranties executed by ESND and its subsidiaries, Essendant Management Services LLC, as of July 8, 2013 (“EMS”)
Financial Services Limited“EFS”), Lazarus, LLC (“Lagasse”)
Accenture Industrial Co. , Ltd (“EIN”), MBS Dev, Inc. (“MBS”)
Orama Drilling Company(“Rig”)
Oakland drilling & SupplyTrans. , Inc. (“Trans”), O. K. I. Supply, LLC (“OKI Supply”), O. K. I. Data, Inc. (“OKI Data”)
And OKI Middle East Holdings Ltd. (“OKI Holding”)
Supporting JPMorgan bank, the National Association, as an administrative agent for holders of secured debt (
As defined in the creditor\'s rights agreement listed in Annex 10. 3 (Exhibit 10.
3 to company Form 10-
Q submitted on October 28, 2013)
As of October 15, 2007, the creditor-earth agreement signed by JPMorgan bank (NA) agent and contract representative, and the holder of the note issued under the Master Note Purchase Agreement as at October 15, 2007, in ESND, ECO and the purchaser of the ticket identified therein (Exhibit10.
Form10 from 6 to the company-
Q submitted on November 7, 2007)
The merger date is January 15, 2014, and the merger date is October 15, 2007. The creditor\'s rights agreement between JPMorgan Chase and JPMorgan ChaseA.
As collateral agent, and the holder of the note issued under the 2013 bill purchase agreement (Exhibit 10.
Form 10-4 to company 2013-K)
As at October 15, 2007, the pledge and guarantee agreement was revised and reiterated by ESND.
, Ecology, Lagasse, Inc.
EMS and EFS and JPMorgan ChaseA.
As a mortgage agent (Exhibit10. 1 to Form10-
Q submitted on August 6, 2010)
Second, re-order the guarantee and guarantee agreement, as of February 22, 2017, eco, ESND, Essendant financial services, Essendant Management Services Co. , Ltd. , Essendant Industrial Co. , Ltd. , Essendant receivables, LLC, o. K. I.
Label or sales Holdings Limited, Nestor Holdings, Liberty Bell Equipment, Label industry
, Trading group, limited liability company, CPO commercial Acquisition Co. , Ltd. , CPO Commercial Co. , Ltd. and JPMorgan bankA.
As an administrative agent (Exhibit 10.
Form 10-4
Q submitted on April 27, 2017)
As of March 3, 2009, the accounts receivable sales agreement signed by ECO as promoter and EFS as buyer (Exhibit10.
2 to Form10 of the company-
Quarterly Q as of March 31, 2009, submitted on May 8, 2009 (the “Form10-
Q submitted on May 8, 2009 \"))
As of March 3, 2009, the Receivables procurement agreement between Receivables as seller and Essendant Receivables LLC (“ESR”)As a purchaser (Exhibit10. 5 to Form10-
Q submitted on August 6, 2010)
As of March 3, 2009, Performance Assurance in ESND as performance assurance and ESR as recipient (Exhibit10. 4 to Form10-
Q submitted on May 8, 2009)
Transfer and management agreements revised and reiterated between ECO, ESR, EFS and National Association PNC banks as of January 18, 2013 (Exhibit 10.
Company Current Report on Form 8 2-
K, submitted on January 25, 2013)
As of June 14, 2013, ESR, ECO, EFS, PNC Bank, National Association and Bank of Tokyo\'s transfer and assumptions for revisions and restatements and the First Amendment to the transfer and management agreement --
Mitsubishi UFJ Limited
New York branch (Exhibit 10.
Forms 10-9 to 2014K)10.
11 Second Amendment to the Amended and Restated transfer and management agreement by ESR, ECO, EFS, PNC Bank, National Association and Bank of Tokyo as of January 23, 2014
Mitsubishi UFJ Limited
New York branch (Exhibit 10.
1 to company Form 10-
Q submitted on April 28, 2014)
From July 25, 2014, the third amendment to the revised and restated transfer and management agreement by ESR, ECO, PNC Bank, National Association and Bank of Tokyo --
Mitsubishi UFJ Limited
New York branch (Exhibit 10.
1 to company Form 10-
Q submitted on October 24, 2014)
As of December 4, 2014, the revised and restated Fourth Amendment to the transfer and management agreement between e-commerce, ecology, e-commerce, PNC Bank, National Association and Bank of Tokyo --
Mitsubishi UFJ Limited
New York branch (“BTMU”)(Exhibit 10.
Company Current Report on Form 8-
K, submitted on December 9, 2014)
Since December 4, 2014, the Fifth Amendment to the transfer and management agreement revised and restated in ESR, ECO, EFS, PNC Bank, National Association and BTMU (Exhibit 10.
5 to company Form 10-
Q submitted on April 20, 2016)
Sixth Amendment to the transfer and management agreement between ESR, ECO, EFS, PNC Bank, National Association and BTMU as amended and restated as of December 4, 2014 (Exhibit 10.
14 to company Form 10-
K submitted on February 27, 2017)
Consent form between ESR, PNC Bank, National Association and BTMU, January 22, 2016 (Exhibit 10.
6 to company Form 10-
Q submitted on April 20, 2016)
Consent form between ESR, PNC Bank, National Association and BTMU, August 30, 2016 (Exhibit 10.
9 to company Form 10-
Q submitted on October 26, 2016)
Reiterated that as of July 8, 2013, the data and Electrical Holdings of ESND, ecology, environmental management system, EFS, Lagas, veins, MBS, drilling rigs, reverse, Chong, Chong electric (OKI (Exhibit 10.
4 to company Form 10-
Q submitted on October 28, 2013)
The Fourth Amendment reiterated five
As of July 8, 2013, the annual revolving credit agreement between ECO, borrower, ESND, lender, JPMorgan Bank, National Association, agent, and the financial institution listed on its signature page (
\"Credit Agreement \")(Exhibit 10.
2 to company Form 10-
Q submitted on October 28, 2013)Amendment No.
1 to the fourth time to amend and reiterate 5
As of July 8, 2013, the annual revolving credit agreement between ECO, borrower, ESND, lender, JPMorgan Bank, National Association, agent, and the financial institution listed on its signature page (
\"Credit Agreement \")(Exhibit 10.
4 to company Form 10-
Q submitted on April 20, 2016)Amendment No.
2 to the fourth time to amend and reiterate 5
As of July 8, 2013, the annual revolving credit agreement between ECO, borrower, ESND, lender, JPMorgan Bank, National Association, agent, and the financial institution listed on its signature page (
\"Credit Agreement \")(Exhibit 10.
8 to company Form 10-
Q submitted on October 26, 2016)
As of February 22, 2017, ECO as the borrower, ESND as the lender, JPMorgan Bank, National Association as the agent, revised and reiterated the credit agreement for the fifth time, and the financial institutions listed on its signature page (
\"Credit Agreement \")(Exhibit 10.
Form 10-1
Q submitted on April 27, 2017)
As of January 20, 2012, ECO, ESR, EFS and Bank of America, National Association\'s first comprehensive amendment to the receivables sales agreement, receivables procurement agreement and transfer and management agreement (Exhibit10.
1 to the Company\'s Current Report on Form8-
K, submitted on January 26, 2012)
As of January 18, 2013, the second comprehensive amendment to the transaction documents between ECO, ESR, EFS, Bank of America, National Association and PNC Bank (Exhibit 10.
Company Current Report on Form 8-
K, submitted on January 25, 2013)
As of July 24, 2015, ESND, ECO, ESR and Bank of Tokyo\'s third comprehensive amendment to the transaction documents --
Mitsubishi JRJ, Ltd.
National Association New York branch and PNC Bank (Exhibit 10.
Company Current Report on Form 8-
K, submitted on July 2, 2015)
The form of a compensation agreement between ESND and (
In terms of a clause)
ECO working with directors of ESND and various executive officers (Exhibit10.
36 to Company 2001 Form10-K)
* ESND reached a compensation agreement and (
In terms of a clause)
ECO in cooperation with directors and executive officers of ESND (Exhibit10.
Form10 from 7 to the company-
Q submitted on November 14, 2002)
* Form of grant letter for non-grant
Non-qualified options
Employee directors under 2004 long-
Regular incentive plan (Exhibit10.
1 to the Company\'s Current Report on Form8-
K. September 3, 2004 (
Form 8-September 3, 2004-K”))
* Form of grant letter for non-grant
Eligible stock options for employees under 2004
Regular incentive plan (Exhibit10.
Company Current Report on Form 8 2-
K submitted on September 3, 2004)* Essendant Inc.
Deferred stock compensation plan for non-employee directors effective January 1, 2009 (Exhibit10.
33 to 2008 Form10-K)
* Form of non-restricted stock award agreement
Employee supervisor (Exhibit10.
Form10 to the company-
Q submitted on November 7, 2008)
* Form of non-restricted stock unit award agreement
Employee supervisor (Exhibit10. 5 to Form10-
Q submitted on November 7, 2008)**10. 33Essendant Co.
Revise and restate the deferred compensation plan, effective as of January 1, 2009 (Exhibit10.
26 to 2009 Form10-K)* Essendant Inc.
Amend and reiterate 2004
Regular incentive plan (the “2004 Long-
Incentive Plan \")
Effective as of May 11, 2011 (
Appendix A of 2011 DEF 14-
A proxy statement)
* Form of administrative employment agreement effective from December 31, 2012 (Exhibit 10.
45 to company 2012 Form 10-K)
* In the form of a restricted stock unit award agreement under the length of 2004
Regular incentive plan (Exhibit 10.
2 to company Form 10-
Q submitted on April 30, 2013)
* Form of EPS minimum limit stock reward agreement below 2004 long-
Regular incentive plan (Exhibit 10.
1 to company Form 10-
Q submitted on October 28, 2013)
* 2004 Long-form of performance-based restricted stock unit award agreement
Regular incentive plan (Exhibit 10.
3 to company Form 10-
Q submitted on April 28, 2014)* Essendant Inc.
Implementation of the resignation plan (Exhibit 10.
Form 10-2
Q submitted on April 28, 2014)* Essendant Inc. 2015 Long-
Regular incentive plan (
Appendix A of 2015 agency statements of the company on April 8, 2015)
* 2015 Long-form of performance-based restricted stock unit award agreement
Regular incentive plan (Exhibit 10.
1 to company Form 10-
Q, submitted on April 23, 2015)
** Letter Agreement between ESND, ECO and Robert B of June 4, 2015Aiken, Jr. (Exhibit 10.
Company Current Report on Form 8-
K, submitted on June 9, 2015)
** Letter Agreement between ESND, ECO, EMS and Robert B of July 22, 2015Aiken, Jr. (Exhibit 10.
Company Current Report on Form 8-
K, submitted on July 28, 2015)
** Administrative employment agreement between ESND, ECO, EMS and Robert B of July 22, 2015Aiken, Jr. (Exhibit 10.
1 to company Form 10-
Q submitted on October 21, 2015)
** Revised and reiterated the administrative employment agreement between ESND, ECO, EMS and Robert B that came into force on January 1, 2017Aiken, Jr. (Exhibit 10.
3 to company Form 10-
Q submitted on October 26, 2016)
** Letter Agreement between ESND and Earl C of November 10, 2015Shanks (Exhibit 10.
38 to Company Annual Report Form 10-
K for the year ended December 31, 2015, submitted on February 19, 2016)
* 2015 Long-form of performance-based restricted stock unit award agreement
Regular incentive plan (Exhibit 10.
2 to company Form 10-
Q, submitted on April 20, 2016)
* Form of EPS minimum limit stock reward agreement below 2015 Long-
Regular incentive plan (Exhibit 10.
Form 10-3 to company
Q submitted on April 20, 2016)
** Richard Philips and ESND signed 2016 minimum EPS cash award agreements on July 15, 2016 (Exhibit 10.
2 to company Form 10-
Q submitted on October 26, 2016)
** The form of an administrative employment agreement amended and reiterated (Exhibit 10.
4 to company Form 10-
Q submitted on October 26, 2016)
* Form of EPS minimum limit stock reward agreement below 2015 Long-
Regular incentive plan (Exhibit 10.
Form 10-5 to company
Q submitted on October 26, 2016)
* 2015 Long-form of performance-based restricted stock unit award agreement
Regular incentive plan (Exhibit 10.
6 to company Form 10-
Q, submitted on October 26, 2016)* Essendant Inc.
2016 annual cash reward program for 16 officers (Exhibit 10.
1 to company Form 10-
Q submitted on April 20, 2016)
** Agreements and plans for the merger of ECO, SW acquisition companies(“Merger Sub”)
CPO business Limited(“CPO”)
Certain security holders of CPO (
\"Main Holder \")
As a representative of CPO securities holders, Capstar Capital, LLC (
\"Representative \")
Date May 28, 2014 (
Excluding the company\'s consent to provide supplementary schedules and attachments to the Securities and Exchange Commission upon request). (Exhibit 10.
1 to company Form 10-
Q submitted on July 25, 2014)
Equity purchase agreements signed by ECO, Richard Bell, Lauren R. As of September 10, 2014Bell, Alison R.
Bell Keem, Andrew Keem, Holy Song of Donald R. Toby
Bernhart, Bell family trust of Lauren Bell, Bell family trust of Alison (Bell)
6772731 Canadian company Keim
Logistics Resources Group, L. P. (
Excluding the company\'s consent to provide supplementary schedules and attachments to the Securities and Exchange Commission upon request). (Exhibit 10.
Form 10-2
Q submitted on October 24, 2014)
Second Administrative employment agreement amended and reiterated by ESND, ECO, EMS and Richard D. , effective December 21, 2017Phillips.
** Management incentive plan for employees other than 16 section officers, effective from January 1, 2017 **(Exhibit 10.
Form 10-5
Q submitted on April 27, 2017)
Form of performance-
Under the 2015 long cash award agreement
Regular incentive plan **(Exhibit 10.
Form 10-6
Q submitted on April 27, 2017)Essendant Inc.
2015 annual cash reward plan for officers under 16 sections-
Regular incentive plan **(Exhibit 10.
Form 10-7
Q submitted on April 27, 2017)10.
60 forms of performance
Restricted stock unit award agreement for 16 section officials **(Exhibit 10.
Form 10-8
Q submitted on April 27, 2017)
Restricted stock award agreement form * of 2017 for minimum EPS **(Exhibit 10.
Form 10-9
Q submitted on April 27, 2017)Essendant Inc.
Implementation of the resignation plan (Exhibit 10.
10 to Form 10-
Q submitted on April 27, 2017)
* Temporary Chief Executive Officer restricted stock award agreement form **(Exhibit 10.
Form 10-1
Q submitted on October 25, 2017)
The lowest form of restricted stock award agreement for EPS **(Exhibit 10.
Form 10-2
Q submitted on October 25, 2017)
Cash retention award agreement form **(Exhibit 10.
Form 10-3
Q submitted on October 25, 2017)
Cash matching award agreement form for minimum EPS **(Exhibit 10.
Form 10-4
Q submitted on October 25, 2017)
Form of restricted stock award agreement under Essendant Inc. 2015 Long-
Regular incentive plan (Exhibit 10.
Company Current Report on Form 8-
K submitted on December 21, 2017)
* Form of performance unit award agreement under Essendant Inc. 2015 Long-
Regular incentive plan (Exhibit 10.
Company Current Report on Form 8 2-
K submitted on December 21, 2017)* Essendant Inc.
Code of Conduct, effective December 13, 2016 (Exhibit 14.
Form 10-1 to company 2016-K)
A subsidiary of Ernst & Young certified public accountants, an independent certified public accountants firm, certified as chief executive officer, dated February 21, 2018, passed according to 302nd (a)
Sabans-
The Oakley Act of 2002, which was passed by chief financial officer Richard Phillips certificate under 302nd, dated February 21, 2018 (a)
Sabans-
According to the 18-year rule of the United States, Janet ZelenkaCertification\'s Oakley Act of 2002S. C.
Section 906th passed on February 21, 2018 under section 1,350th of the Sabans Act-
Richard D. Oakley Act of 2002
Signed by Phillips and Janet zerenka * Nguyen date Janet zerenn Kachin Tingthis “”)
Effective as of December 21, 2017 (the “”)
Companies between ESSENDANT.
A company in Delaware
The following is called \"\" with its successor), ESSENDANT CO.
A company in Illinois.
The following is called \"\" with its successor)
Management Services Co. , Ltd.
Illinois Corporation Limited (
The following is called \"\" with its successor)(
After holding, the company, EMS and their respective subsidiaries and affiliates, including the entity employing the executive and any of its successors, hereinafter referred to as \"\")And Richard D. Phillips (
Hereinafter referred to as \"\").
, The company and the executive are the parties to the implementation of the employment agreement on January 21, 2013 (the “”)
Revised and reiterated administrative employment agreement dated January 1, 2017 (the “”)
And the employment offer of July 11, 2017 (the “”);
In addition, the company and the executive acknowledge and agree to amend and reiterate that the previous agreement with the company to update the executive position is in their common best interests, making corresponding changes to his remuneration and other interests, and make certain other changes as provided for in this agreement;
In addition, the executive is a key member of the company\'s management and is expected to put a lot of skills and efforts into the company\'s affairs, and the company wants to recognize the significant personal contribution of the executive to promote the best interests of the company and its shareholders, and is expected to continue to contribute;
Moreover, it is in the best interests of the company and its shareholders to obtain the benefits of executive continuous service and attention to corporate affairs, and to provide incentives for administrative personnel (1)
In the event of any proposed or anticipated change of control, continue to serve the company, and (2)
Continue to serve the company in order to facilitate an orderly transition when control changes;
Moreover, in the best interests of the company and its shareholders, executives should be able to make judgments and advise the company on any proposed change of control without considering the possibility that if there is a change in control, the employment of the executive may be terminated without compensation;
Moreover, the executive will be able to obtain confidential, proprietary and trade secret information of the company and its subsidiaries, and it is desirable to protect the secrets in the best interests of the company and its shareholders, proprietary and trade secret information of the company and its subsidiaries, preventing the unfair competition of the company\'s former executives after leaving the company, and ensuring that the former executives cooperate on matters related to the company\'s employment;
However, obtaining an executive\'s commitment to the company\'s services from executives is desirable, in the best interests of the company and its shareholders, and facilitating a smooth transition after the former executive leaves.
Taking into account the premises here and the mutual covenants and agreements contained here, the parties agree as follows: definition.
Accrued benefits that can be borne by an executive who has been notified in writing by the company of the cause of such incidents and has reasonably described such incidents in detail and has not corrected such conduct within thirty years (30)
Date of written notice reasonably determined by the board.
For the purposes of this cause definition, the actions or omissions of an executive, unless done or not done by an executive, shall not be considered as \"deliberate \"(A)
Intentionally or disingenuous and (B)
There is no reasonable belief that the actions or non-actions of the executive are in the best interests of the company and must not include failure to take action due to physical or mental illness and complete or partial incapacity to work.
14 A of the board of directors of securities incumbents-change of control
Promulgated under the Transaction Act)
Or the actual Solicitation or consent of a person other than the current board of directors or his representative (
\"Agency Competition \"), or (ii)
As a result of an agreement designed to avoid or resolve any actual or threatened electoral contest or proxy contest;
The business mix that survived the company\'s beneficial ownership is basically the same proportion)
Or the same happens.
CodeExchange ActGood reasoning subsidiary (b)
Capitalized terms used in section V (j)
Give them their respective meanings in this section, and the following additional terms give them their respective meanings in this section in contrast to them: terms and employment periods.
Subject to section 19th of this agreement, the terms of this agreement (“”)
Shall commence on October 24, 2017 and continue in accordance with Section V of this agreement until the effective date of the termination of the employment under this agreement by the executive.
The period during which the company employs an executive under this agreement is referred to in this agreement as \".
\"The effective date of termination of employment by administrative personnel under this agreement is referred to in this agreement as\".
\"For the purposes of Section V of this agreement alone, the date of termination shall refer to the date on which\" separation \"occurred for the purposes of Section 409a of the code. Duties.
In addition to the executive\'s travel on the company\'s business or the company\'s reasonable request. Compensation.
During the period of employment, the executive shall receive the following compensation: annual bonus of the basic salary bonus scheme, generally applicable to other executives of the company, as determined by the board of directors from time to time;
Termination of employmentDisability(i)
According to Section V, the executive is entitled to the accrued benefits of the executive from the company (a);
To pay part of the insurance of the executive, otherwise it is still eligible for the insurance provided by applicable law and further provides that if the company determines the insurance provided under this section 5 (c)(v)
Will lead to a self
Insurance plan for violation of non-discrimination requirements maintained by the company (h)
The code, then, the executive will pay the fair market value of such insurance and the amount estimated for additional expenses by the company that reports the estimated income to the executive on a monthly basis to be paid under the income tax withholding provisions of the FICA or federal or state tax laws any income tax on the income, including the aggregation of wages and taxes (
The company shall be responsible for the timely deposit of all applicable withholding amounts to the appropriate tax authorities); (iv)
The executive is entitled to one-time payment
Payment within 90 (90)
Number of days after the date of termination, amount equal to pro-
Proportion of calendar year where the termination date occurs target incentive pay reward. Such pro-
Pro rata target incentive reward, determined by the target incentive reward amount multiplied by the score, the numerator is the number of days passed before the termination date in the calendar year of the termination date, with the denominator of three hundred and 60-five (365);
The rights of these or retirees are permitted under this agreement or compensation agreement (
OK in section 16 below)
, Or impose any restrictive covenant on an executive that exceeds the restrictive covenant that he has complied (
Except for the deed that does not claim the claim).
Accounting firm 5 (d)(ii).
Reimbursement payable under Section V (d)(v)and 5(d)(x)
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