|
|
|
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Delaware
|
|
20-1308307
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
NP
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
(Do not check if a smaller reporting company)
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
233.6
|
|
|
$
|
239.7
|
|
Cost of products sold
|
|
179.6
|
|
|
196.0
|
|
||
Gross profit
|
|
54.0
|
|
|
43.7
|
|
||
Selling, general and administrative expenses
|
|
26.6
|
|
|
25.3
|
|
||
COVID-19 costs
|
|
1.1
|
|
|
—
|
|
||
Restructuring and other non-routine costs
|
|
1.4
|
|
|
—
|
|
||
Acquisition and due diligence costs
|
|
1.0
|
|
|
—
|
|
||
Other expense - net
|
|
0.3
|
|
|
1.0
|
|
||
Operating income
|
|
23.6
|
|
|
17.4
|
|
||
Interest expense - net
|
|
2.9
|
|
|
3.2
|
|
||
Income from continuing operations before income taxes
|
|
20.7
|
|
|
14.2
|
|
||
Provision for income taxes
|
|
4.3
|
|
|
2.4
|
|
||
Net income
|
|
$
|
16.4
|
|
|
$
|
11.8
|
|
|
|
|
|
|
||||
Earnings Per Common Share
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.97
|
|
|
$
|
0.70
|
|
Diluted
|
|
$
|
0.97
|
|
|
$
|
0.69
|
|
|
|
|
|
|
||||
Weighted Average Common Shares Outstanding (in thousands)
|
|
|
|
|
|
|
||
Basic
|
|
16,817
|
|
|
16,862
|
|
||
Diluted
|
|
16,850
|
|
|
16,921
|
|
||
|
|
|
|
|
||||
Cash Dividends Declared Per Share of Common Stock
|
|
$
|
0.47
|
|
|
$
|
0.45
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
16.4
|
|
|
$
|
11.8
|
|
Reclassification of amounts recognized in the condensed consolidated statements of operations:
|
|
|
|
|
||||
Amortization of adjustments to pension and other postretirement benefit liabilities (Note 5)
|
|
1.6
|
|
|
1.7
|
|
||
Unrealized foreign currency translation loss
|
|
(4.0
|
)
|
|
(3.2
|
)
|
||
Loss from other comprehensive income items
|
|
(2.4
|
)
|
|
(1.5
|
)
|
||
Provision for income taxes
|
|
0.2
|
|
|
0.2
|
|
||
Other comprehensive loss
|
|
(2.6
|
)
|
|
(1.7
|
)
|
||
Comprehensive income
|
|
$
|
13.8
|
|
|
$
|
10.1
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
77.5
|
|
|
$
|
9.0
|
|
Accounts receivable (less allowances of $2.0 million and $1.5 million)
|
|
118.6
|
|
|
102.6
|
|
||
Inventories
|
|
131.4
|
|
|
122.8
|
|
||
Prepaid and other current assets
|
|
16.5
|
|
|
18.3
|
|
||
Total Current Assets
|
|
344.0
|
|
|
252.7
|
|
||
Property, Plant and Equipment
|
|
|
|
|
|
|
||
Property, plant and equipment, at cost
|
|
849.9
|
|
|
850.6
|
|
||
Less accumulated depreciation
|
|
475.4
|
|
|
470.0
|
|
||
Property, Plant and Equipment—net
|
|
374.5
|
|
|
380.6
|
|
||
Lease Right-of-Use Assets (Note 1)
|
|
21.8
|
|
|
13.9
|
|
||
Deferred Income Taxes
|
|
11.6
|
|
|
13.4
|
|
||
Goodwill
|
|
82.2
|
|
|
83.1
|
|
||
Intangible Assets—net
|
|
65.3
|
|
|
66.7
|
|
||
Other Noncurrent Assets
|
|
16.9
|
|
|
17.4
|
|
||
TOTAL ASSETS
|
|
$
|
916.3
|
|
|
$
|
827.8
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
|
||
Debt payable within one year
|
|
$
|
3.3
|
|
|
$
|
2.6
|
|
Lease liabilities payable within one year (Note 1)
|
|
2.7
|
|
|
1.9
|
|
||
Accounts payable
|
|
57.8
|
|
|
48.9
|
|
||
Accrued expenses
|
|
48.0
|
|
|
47.0
|
|
||
Total Current Liabilities
|
|
111.8
|
|
|
100.4
|
|
||
Long-term Debt
|
|
268.6
|
|
|
198.2
|
|
||
Noncurrent Lease Liabilities (Note 1)
|
|
20.2
|
|
|
13.0
|
|
||
Noncurrent Employee Benefits
|
|
89.8
|
|
|
93.1
|
|
||
Deferred Income Taxes
|
|
12.0
|
|
|
12.9
|
|
||
Other Noncurrent Obligations
|
|
4.1
|
|
|
3.9
|
|
||
TOTAL LIABILITIES
|
|
506.5
|
|
|
421.5
|
|
||
Contingencies and Legal Matters (Note 8)
|
|
—
|
|
|
—
|
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
|
409.8
|
|
|
406.3
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
916.3
|
|
|
$
|
827.8
|
|
|
|
2020 Activity
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
Balance, December 31, 2019
|
|
18,678
|
|
|
$
|
0.2
|
|
|
$
|
(82.8
|
)
|
|
$
|
334.1
|
|
|
$
|
268.1
|
|
|
$
|
(113.3
|
)
|
|
$
|
406.3
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
16.4
|
|
||||||
Other comprehensive loss, including income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
Shares purchased (Note 7)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
||||||
Stock options exercised
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock vesting (Note 7)
|
|
8
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||||
Balance, March 31, 2020
|
|
18,689
|
|
|
$
|
0.2
|
|
|
$
|
(86.6
|
)
|
|
$
|
335.6
|
|
|
$
|
276.5
|
|
|
$
|
(115.9
|
)
|
|
$
|
409.8
|
|
|
|
2019 Activity
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||
Balance, December 31, 2018
|
|
18,597
|
|
|
$
|
0.2
|
|
|
$
|
(76.6
|
)
|
|
$
|
328.5
|
|
|
$
|
243.2
|
|
|
$
|
(105.1
|
)
|
|
$
|
390.2
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
11.8
|
|
||||||
Other comprehensive income, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
||||||
Shares purchased (Note 7)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Stock options exercised
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock vesting (Note 7)
|
|
3
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
Balance, March 31, 2019
|
|
18,609
|
|
|
$
|
0.2
|
|
|
$
|
(77.0
|
)
|
|
$
|
330.4
|
|
|
$
|
247.4
|
|
|
$
|
(106.8
|
)
|
|
$
|
394.2
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
16.4
|
|
|
$
|
11.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
8.6
|
|
|
8.8
|
|
||
Stock-based compensation
|
|
1.5
|
|
|
1.9
|
|
||
Deferred income tax provision
|
|
1.1
|
|
|
0.5
|
|
||
Provision for uncollectible accounts receivable
|
|
1.0
|
|
|
—
|
|
||
Non-cash effects of changes in liabilities for uncertain income tax positions
|
|
—
|
|
|
(0.4
|
)
|
||
Increase in working capital
|
|
(13.7
|
)
|
|
(20.9
|
)
|
||
Pension and other postretirement benefits
|
|
(0.4
|
)
|
|
1.5
|
|
||
Other
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
14.2
|
|
|
3.0
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(4.8
|
)
|
|
(4.3
|
)
|
||
Purchase of marketable securities
|
|
—
|
|
|
(0.2
|
)
|
||
Other
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(4.9
|
)
|
|
(4.7
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Long-term borrowings (Note 4)
|
|
88.7
|
|
|
62.9
|
|
||
Repayments of long-term debt (Note 4)
|
|
(17.0
|
)
|
|
(55.5
|
)
|
||
Debt issuance costs
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Cash dividends paid
|
|
(8.0
|
)
|
|
(7.6
|
)
|
||
Shares purchased (Note 7)
|
|
(3.8
|
)
|
|
(0.3
|
)
|
||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
59.4
|
|
|
(0.7
|
)
|
||
|
|
|
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(0.2
|
)
|
|
0.1
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
68.5
|
|
|
(2.3
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
9.0
|
|
|
9.9
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
77.5
|
|
|
$
|
7.6
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||
Cash paid during period for interest, net of interest costs capitalized
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
Cash paid during period for income taxes
|
|
$
|
2.0
|
|
|
$
|
4.3
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||
Liability for equipment acquired
|
|
$
|
2.4
|
|
|
$
|
2.6
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Income from continuing operations
|
|
$
|
16.4
|
|
|
$
|
11.8
|
|
Amounts attributable to participating securities
|
|
(0.1
|
)
|
|
—
|
|
||
Net income available to common stockholders
|
|
$
|
16.3
|
|
|
$
|
11.8
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding
|
|
16,817
|
|
|
16,862
|
|
||
|
|
|
|
|
|
|
||
Basic earnings per share
|
|
$
|
0.97
|
|
|
$
|
0.70
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Income from continuing operations
|
|
$
|
16.4
|
|
|
$
|
11.8
|
|
Amounts attributable to participating securities
|
|
(0.1
|
)
|
|
—
|
|
||
Net income available to common stockholders
|
|
$
|
16.3
|
|
|
$
|
11.8
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding
|
|
16,817
|
|
|
16,862
|
|
||
Add: Assumed incremental shares under stock compensation plans (a)
|
|
33
|
|
|
59
|
|
||
Weighted-average diluted shares
|
|
16,850
|
|
|
16,921
|
|
||
|
|
|
|
|
|
|
||
Diluted earnings per share
|
|
$
|
0.97
|
|
|
$
|
0.69
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Value
|
|
Fair Value (a)
|
|
Carrying
Value
|
|
Fair Value (a)
|
||||||||
2021 Senior Notes (5.25% fixed rate)
|
|
$
|
175.0
|
|
|
$
|
174.3
|
|
|
$
|
175.0
|
|
|
$
|
174.3
|
|
Global Revolving Credit Facilities (variable rates)
|
|
93.0
|
|
|
93.0
|
|
|
21.6
|
|
|
21.6
|
|
||||
German loan agreement (2.45% fixed rate)
|
|
3.4
|
|
|
3.5
|
|
|
3.5
|
|
|
3.6
|
|
||||
German loan agreement (1.45% fixed rate)
|
|
3.6
|
|
|
3.7
|
|
|
3.7
|
|
|
3.7
|
|
||||
Total debt
|
|
$
|
275.0
|
|
|
$
|
274.5
|
|
|
$
|
203.8
|
|
|
$
|
203.2
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Raw materials
|
|
$
|
33.4
|
|
|
$
|
32.8
|
|
Work in progress
|
|
24.8
|
|
|
26.4
|
|
||
Finished goods
|
|
76.4
|
|
|
67.3
|
|
||
Supplies and other
|
|
5.2
|
|
|
5.2
|
|
||
|
|
139.8
|
|
|
131.7
|
|
||
Adjust FIFO inventories to LIFO cost
|
|
(8.4
|
)
|
|
(8.9
|
)
|
||
Total
|
|
$
|
131.4
|
|
|
$
|
122.8
|
|
|
|
Net Unrealized Foreign
Currency Translation
Loss
|
|
Net Loss from
Pension and Other
Postretirement
Liabilities
|
|
Accumulated Other
Comprehensive Loss
|
||||||
AOCI — December 31, 2019
|
|
$
|
(19.0
|
)
|
|
$
|
(94.3
|
)
|
|
$
|
(113.3
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||
Amounts reclassified from AOCI
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||
Income (loss) from other comprehensive income items
|
|
(4.0
|
)
|
|
1.6
|
|
|
(2.4
|
)
|
|||
Provision (benefit) for income taxes
|
|
(0.3
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Other comprehensive income (loss)
|
|
(3.7
|
)
|
|
1.1
|
|
|
(2.6
|
)
|
|||
AOCI — March 31, 2020
|
|
$
|
(22.7
|
)
|
|
$
|
(93.2
|
)
|
|
$
|
(115.9
|
)
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
2021 Senior Notes (5.25% fixed rate) due May 2021
|
|
$
|
175.0
|
|
|
$
|
175.0
|
|
Global Revolving Credit Facilities (variable rates) due December 2023
|
|
93.0
|
|
|
21.6
|
|
||
German loan agreement (2.45% fixed rate) due in quarterly installments ending September 2022
|
|
3.4
|
|
|
3.5
|
|
||
German loan agreement (1.45% fixed rate) due in quarterly installments ending March 2023
|
|
3.6
|
|
|
3.7
|
|
||
Deferred financing costs
|
|
(3.1
|
)
|
|
(3.0
|
)
|
||
Total debt
|
|
271.9
|
|
|
200.8
|
|
||
Less: Debt payable within one year
|
|
3.3
|
|
|
2.6
|
|
||
Long-term debt
|
|
$
|
268.6
|
|
|
$
|
198.2
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
Other than Pensions
|
||||||||||||
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
|
$
|
1.2
|
|
|
$
|
1.3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
|
3.5
|
|
|
4.1
|
|
|
0.2
|
|
|
0.4
|
|
||||
Expected return on plan assets (a)
|
|
(5.2
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
1.3
|
|
|
1.5
|
|
|
0.2
|
|
|
0.2
|
|
||||
Amortization of prior service benefit
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
0.9
|
|
|
$
|
2.0
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
|
Options vested
|
66,953
|
|
|
Aggregate grant date fair value of Options vested (in millions)
|
$
|
1.0
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Options outstanding
|
|
406,719
|
|
|
416,548
|
|
||
Aggregate intrinsic value (in millions)
|
|
$
|
0.6
|
|
|
$
|
3.9
|
|
Per share weighted average exercise price
|
|
$
|
70.59
|
|
|
$
|
70.08
|
|
Exercisable Options
|
|
377,517
|
|
|
318,029
|
|
||
Aggregate intrinsic value (in millions)
|
|
$
|
0.6
|
|
|
$
|
3.9
|
|
Unvested Options
|
|
29,202
|
|
|
98,519
|
|
||
Per share weighted average grant date fair value
|
|
$
|
14.74
|
|
|
$
|
14.41
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
2020 Stock Purchase Plan
|
|
59,577
|
|
|
$
|
3.6
|
|
|
—
|
|
|
$
|
—
|
|
2019 Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
4,285
|
|
|
0.3
|
|
Contract Expiration Date
|
Location
|
Union
|
Number of
Employees
|
|
April 2020
|
Eerbeek, Netherlands
|
CNV, FNV
|
(a) (b)
|
|
August 2020
|
Neenah Germany
|
IG BCE
|
(a)
|
|
January 2021
|
Whiting, WI
|
USW
|
205
|
|
June 2021
|
Neenah, WI
|
USW
|
228
|
|
July 2021
|
Munising, MI
|
USW
|
182
|
|
November 2021
|
Lowville, NY
|
USW
|
96
|
|
May 2022
|
Appleton, WI
|
USW
|
84
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
Performance Materials
|
|
58
|
%
|
|
58
|
%
|
Filtration
|
|
42
|
%
|
|
42
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
Graphic Imaging
|
|
76
|
%
|
|
79
|
%
|
Packaging
|
|
24
|
%
|
|
21
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net sales
|
|
|
|
|
|
|
||
Technical Products
|
|
$
|
142.2
|
|
|
$
|
140.0
|
|
Fine Paper and Packaging
|
|
91.4
|
|
|
99.7
|
|
||
Consolidated
|
|
$
|
233.6
|
|
|
$
|
239.7
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020 (a)
|
|
2019
|
||||
Operating income (loss)
|
|
|
|
|
|
|
||
Technical Products
|
|
$
|
16.2
|
|
|
$
|
11.3
|
|
Fine Paper and Packaging
|
|
14.8
|
|
|
11.9
|
|
||
Unallocated corporate costs
|
|
(7.4
|
)
|
|
(5.8
|
)
|
||
Consolidated
|
|
$
|
23.6
|
|
|
$
|
17.4
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
United States
|
|
70
|
%
|
|
71
|
%
|
Germany
|
|
23
|
%
|
|
22
|
%
|
Rest of Europe
|
|
7
|
%
|
|
7
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Technical Products
|
|
$
|
142.2
|
|
|
61
|
%
|
|
$
|
140.0
|
|
|
58
|
%
|
Fine Paper and Packaging
|
|
91.4
|
|
|
39
|
%
|
|
99.7
|
|
|
42
|
%
|
||
Consolidated
|
|
$
|
233.6
|
|
|
100
|
%
|
|
$
|
239.7
|
|
|
100
|
%
|
|
|
Three Months Ended March 31,
|
|
Change in Net Sales Compared to Prior Period
|
||||||||||||||||||||
|
|
|
|
|
Change Due To
|
|||||||||||||||||||
|
|
2020
|
|
2019
|
|
Total Change
|
|
Volume
|
|
Net Price (a)
|
|
Currency
|
||||||||||||
Technical Products
|
|
$
|
142.2
|
|
|
$
|
140.0
|
|
|
$
|
2.2
|
|
|
$
|
10.1
|
|
|
$
|
(5.8
|
)
|
|
$
|
(2.1
|
)
|
Fine Paper and Packaging
|
|
91.4
|
|
|
99.7
|
|
|
(8.3
|
)
|
|
(5.8
|
)
|
|
(2.5
|
)
|
|
—
|
|
||||||
Consolidated
|
|
$
|
233.6
|
|
|
$
|
239.7
|
|
|
$
|
(6.1
|
)
|
|
$
|
4.3
|
|
|
$
|
(8.3
|
)
|
|
$
|
(2.1
|
)
|
•
|
Net sales in our technical products business increased $2.2 million (2%) from the prior year period. The revenue increase resulted primarily from higher volumes in the performance materials and filtration businesses, partly offset by lower selling prices, a lower-priced mix and unfavorable foreign currency effects.
|
•
|
Net sales in our fine paper and packaging business decreased $8.3 million (8%) from the prior year period. The decline was primarily due to lower commercial print volume, reflecting unusually weak market conditions and the impact of a change in the relationship with a major distributor, along with lower selling prices and a less favorable sales mix. These items were only partly offset by sales growth in both premium packaging and the consumer channel.
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of products sold
|
|
76.9
|
|
|
81.8
|
|
Gross profit
|
|
23.1
|
|
|
18.2
|
|
Selling, general and administrative expenses
|
|
11.4
|
|
|
10.6
|
|
COVID-19 costs
|
|
0.5
|
|
|
—
|
|
Restructuring and other non-routine costs
|
|
0.6
|
|
|
—
|
|
Acquisition and due diligence costs
|
|
0.4
|
|
|
—
|
|
Other expense - net
|
|
0.1
|
|
|
0.3
|
|
Operating income
|
|
10.1
|
|
|
7.3
|
|
Interest expense - net
|
|
1.2
|
|
|
1.4
|
|
Income from continuing operations before income taxes
|
|
8.9
|
|
|
5.9
|
|
Provision for income taxes
|
|
1.9
|
|
|
1.0
|
|
Income from continuing operations
|
|
7.0
|
%
|
|
4.9
|
%
|
|
|
|
|
|
|
Change in Operating Income Compared to Prior Period
|
||||||||||||||||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
Change Due To
|
||||||||||||||||||||||||||
|
|
|
Total
|
|
|
|
Net
|
|
Input
|
|
|
|
|
|||||||||||||||||||
|
|
2020
|
|
2019
|
|
Change
|
|
Volume
|
|
Price (a)
|
|
Costs (b)
|
|
Currency
|
|
Other (c)
|
||||||||||||||||
Technical Products
|
|
$
|
16.2
|
|
|
$
|
11.3
|
|
|
$
|
4.9
|
|
|
$
|
3.1
|
|
|
$
|
(5.4
|
)
|
|
$
|
7.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
Fine Paper and Packaging
|
|
14.8
|
|
|
11.9
|
|
|
2.9
|
|
|
(1.5
|
)
|
|
(1.2
|
)
|
|
6.1
|
|
|
—
|
|
|
(0.5
|
)
|
||||||||
Unallocated corporate costs
|
|
(7.4
|
)
|
|
(5.8
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||||
Consolidated
|
|
$
|
23.6
|
|
|
$
|
17.4
|
|
|
$
|
6.2
|
|
|
$
|
1.6
|
|
|
$
|
(6.6
|
)
|
|
$
|
13.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
(2.0
|
)
|
•
|
Operating income for our technical products business increased $4.9 million from the prior year period. Excluding unfavorable adjusting items of $0.8 million in 2020 related to COVID-19 and restructuring costs, adjusted operating income increased $5.7 million (50%) from $11.3 million to $17.0 million. Operating income increased as a result of
|
•
|
Operating income for our fine paper and packaging business increased $2.9 million from the prior year period. Excluding $1.4 million of non-routine costs in 2020 related to COVID-19, restructuring and indirect tax costs, adjusted operating income of $16.2 million in 2020 increased $4.3 million (36%) from $11.9 million in the prior year as a result of lower input costs and other cost improvements, partly offset by lower sales volumes and lower net selling prices.
|
•
|
Unallocated corporate expenses for the three months ended March 31, 2020 of $7.4 million increased $1.6 million from the prior year. Excluding 2020 adjustments of $1.3 million primarily related to acquisition and due diligence costs, adjusted unallocated corporate expenses increased $0.3 million.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Technical Products
|
|
|
|
|
|
|
||
GAAP Operating Income
|
|
$
|
16.2
|
|
|
$
|
11.3
|
|
COVID-19 costs
|
|
0.6
|
|
|
—
|
|
||
Restructuring and other non-routine costs
|
|
0.2
|
|
|
—
|
|
||
Adjusted Operating Income
|
|
17.0
|
|
|
11.3
|
|
||
|
|
|
|
|
||||
Fine Paper and Packaging
|
|
|
|
|
|
|
||
GAAP Operating Income
|
|
14.8
|
|
|
11.9
|
|
||
COVID-19 costs
|
|
0.5
|
|
|
—
|
|
||
Restructuring and other non-routine costs
|
|
0.5
|
|
|
—
|
|
||
2016-19 indirect tax costs
|
|
0.4
|
|
|
—
|
|
||
Adjusted Operating Income
|
|
16.2
|
|
|
11.9
|
|
||
|
|
|
|
|
||||
Unallocated Corporate Costs
|
|
|
|
|
|
|
||
GAAP Operating Loss
|
|
(7.4
|
)
|
|
(5.8
|
)
|
||
Restructuring and other non-routine costs
|
|
0.3
|
|
|
—
|
|
||
Acquisition and due diligence costs
|
|
1.0
|
|
|
—
|
|
||
Adjusted Operating Loss
|
|
(6.1
|
)
|
|
(5.8
|
)
|
||
|
|
|
|
|
||||
Consolidated
|
|
|
|
|
|
|
||
GAAP Operating Income
|
|
23.6
|
|
|
17.4
|
|
||
COVID-19 costs
|
|
1.1
|
|
|
—
|
|
||
Restructuring and other non-routine costs
|
|
1.0
|
|
|
—
|
|
||
Acquisition and due diligence costs
|
|
1.0
|
|
|
—
|
|
||
2016-19 indirect tax costs
|
|
0.4
|
|
|
—
|
|
||
Adjusted Operating Income
|
|
$
|
27.1
|
|
|
$
|
17.4
|
|
•
|
SG&A expense of $26.6 million for the three months ended March 31, 2020 was $1.3 million higher than SG&A expense of $25.3 million in the prior year period. Costs in 2020 included a higher provision for uncollectible accounts receivable and legal expenses. For the three months ended March 31, 2020, SG&A expense as a percent of sales increased to 11.4% from 10.6% in the prior year period.
|
•
|
For the three months ended March 31, 2020, net interest expense of $2.9 million decreased compared with $3.2 million in the prior year period, due to lower average debt levels in 2020.
|
•
|
Historically, our effective tax rate has differed from the U.S. statutory tax rate primarily due to the proportion of pre-tax income in jurisdictions with marginal tax rates that differ from the U.S. statutory tax rate, research and development and other tax credits and excess tax benefits from stock compensation. For the three months ended March 31, 2020 and 2019, we recorded an income tax expense of $4.3 million and $2.4 million, respectively. The effective income tax rate was 21% for the three months ended March 31, 2020 and 17% for the three months ended March 31, 2019. The effective income tax rate for the three months ended March 31, 2019 reflected a favorable adjustment to the reserve for uncertain tax positions following completion of a German tax audit.
|
•
|
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the U.S. The CARES Act includes various income and payroll tax provisions that we are in the process of analyzing to determine the financial impact on our financial statements. The most significant impact is expected to result from the ability to delay payment of certain 2020 payroll taxes until 2021 and 2022. Similar COVID-19 relief legislation has also been enacted in Germany, the Netherlands and the U.K. aimed at providing subsidies for employee retention and deferral of tax payments.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
14.2
|
|
|
$
|
3.0
|
|
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(4.8
|
)
|
|
(4.3
|
)
|
||
Other investing activities
|
|
(0.1
|
)
|
|
(0.4
|
)
|
||
Total
|
|
(4.9
|
)
|
|
(4.7
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Net borrowings of long-term debt
|
|
71.7
|
|
|
7.4
|
|
||
Cash dividends paid
|
|
(8.0
|
)
|
|
(7.6
|
)
|
||
Shares purchased
|
|
(3.8
|
)
|
|
(0.3
|
)
|
||
Other financing activities
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Total
|
|
59.4
|
|
|
(0.7
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(0.2
|
)
|
|
0.1
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
68.5
|
|
|
$
|
(2.3
|
)
|
•
|
Cash provided by operating activities of $14.2 million for the three months ended March 31, 2020 was $11.2 million higher than cash provided by operating activities of $3.0 million in the prior year period. The increase resulted primarily from lower working capital requirements and higher earnings.
|
•
|
For the three months ended March 31, 2020 and 2019, cash used by investing activities was $4.9 million and $4.7 million, respectively. Increased capital spending in 2020 of $0.5 million was due to timing of certain projects. For the full year 2020, we expect aggregate annual capital expenditures to be approximately half of our normal range of 2% to 4% of net sales.
|
•
|
For the three months ended March 31, 2020, cash and cash equivalents increased $68.5 million to $77.5 million at March 31, 2020 from $9.0 million at December 31, 2019. Total debt increased $71.1 million to $271.9 million at March 31, 2020 from $200.8 million at December 31, 2019. We increased cash on hand through $65.0 million of borrowings against our Global Revolving Credit Facilities near quarter-end as a precautionary measure to protect against any potential disruption in the banking system that would adversely impact our short-term ability to access cash as a result of COVID-19 effects and to enhance our liquidity.
|
•
|
As of March 31, 2020, our cash balance of $77.5 million consisted of $71.2 million in the U.S. and $6.3 million held at entities outside of the U.S. As of March 31, 2020, there were no restrictions regarding the repatriation of our non-U.S. cash.
|
•
|
For the three months ended March 31, 2020 and 2019, cash provided by (used in) financing activities was $59.4 million and $(0.7) million, respectively. Cash related to financing activities consists primarily of net borrowings/repayments of long-term debt, dividends paid and share repurchases. During the three months ended March 31, 2020, we made net borrowings of $71.7 million on our debt compared to $7.4 million in the prior year period, as noted above.
|
•
|
Availability under our revolving credit facility varies over time depending on the value of our inventory, receivables and various capital assets. As of March 31, 2020, we had $93.0 million outstanding under our Global Revolving Credit Facilities and $117.2 million of available credit (based on exchange rates at March 31, 2020).
|
•
|
Our $175.0 million Senior Notes are due on May 15, 2021 and will become a current liability soon. We continue to actively monitor the debt markets for refinancing opportunities and believe that we will be able to refinance these notes later this year on more favorable terms than are currently available in the market. As of March 31, 2020, we were in compliance with all terms of the indenture for the 2021 Senior Notes.
|
•
|
We have required debt principal payments through March 31, 2021 of $3.3 million for principal payments on the two German loan agreements.
|
•
|
In November 2019, our Board of Directors approved a 4% increase in the quarterly dividend on our Common Stock, to $0.47 per share, effective with the March 2020 dividend payment. For the three months ended March 31, 2020 and 2019, we paid cash dividends of $8.0 million (0.47 per common share) and $7.6 million (0.45 per common share), respectively.
|
•
|
Among the measures taken to manage our cash flow and preserve our liquidity, purchases under the 2020 Stock Purchase Plan were curtailed in March 2020 and remain suspended. The 2020 Stock Purchase Plan does not require us to purchase any specific number of shares and may be suspended or discontinued at any time. For the three months ended March 31, 2020 and 2019, we repurchased 59,577 shares of Common Stock at a cost of $3.6 million and 4,285 shares of Common Stock at a cost of $0.3 million, respectively. For further details on our Stock Purchase Plans refer to Note 7, "Stockholders' Equity" of Notes to Condensed Consolidated Financial Statements.
|
•
|
As of March 31, 2020, we had $42.3 million of state net operating losses ("NOLs"). Our state NOLs may be used to offset $2.6 million in state income taxes. If not used, substantially all of the state NOLs will expire in various amounts between 2021 and 2039. In addition, as of March 31, 2020, we had $21.0 million of U.S. federal and $7.6 million of U.S. state research and development tax credits ("R&D Credits") which, if not used, will expire between 2032 and 2040 for the U.S. federal R&D Credits and between 2020 and 2035 for the state R&D Credits.
|
•
|
changes in market demand for our products due to global economic and political conditions;
|
•
|
the potential impact of COVID-19 on our projected customer demand, mill operations and supply chain, as well as our consolidated financial position, consolidated results of operations and consolidated cash flows in 2020;
|
•
|
the impact of competition, both domestic and international, changes in industry production capacity, including the construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or productivity increases;
|
•
|
the loss of current customers or the inability to obtain new customers;
|
•
|
increases in commodity prices (particularly for pulp, energy and latex);
|
•
|
our ability to control costs, including transportation, and implement measures designed to enhance operating efficiencies;
|
•
|
the availability of raw materials and energy;
|
•
|
the enactment of adverse federal, state or foreign tax or other legislation or changes in government policy or regulation;
|
•
|
the impact of increased trade protectionism and tariffs on our business, results of operations and financial condition;
|
•
|
unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations;
|
•
|
fluctuations in (i) exchange rates (in particular, changes in the U.S. dollar/Euro currency exchange rates) and (ii) interest rates;
|
•
|
increases in the funding requirements for our pension and postretirement liabilities;
|
•
|
our ability to identify attractive acquisition targets and to successfully integrate acquired businesses into our existing operations;
|
•
|
changes in asset valuations including write-downs of assets including property, plant and equipment; inventory, accounts receivable, deferred tax assets or other assets for impairment or other reasons;
|
•
|
loss of key personnel;
|
•
|
strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and unions;
|
•
|
capital and credit market volatility and fluctuations in global equity and fixed-income markets;
|
•
|
our existing and future indebtedness;
|
•
|
our net operating losses may not be available to offset our tax liability and other tax planning strategies may not be effective; and
|
•
|
other risks that are detailed from time to time in reports we file with the SEC.
|
Month
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (a)
|
|
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
Publicly Announced
Plans or Programs (a)
|
January
|
|
343
|
|
$—
|
|
—
|
|
$25,000,000
|
February
|
|
49,560
|
|
$61.06
|
|
46,667
|
|
$22,150,513
|
March
|
|
13,130
|
|
$58.18
|
|
12,890
|
|
$21,400,573
|
Exhibit
Number
|
|
Exhibit
|
|
10.1
|
|
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
101.SCH
|
|
|
Inline XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
|
101.CAL
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
|
101.DEF
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
|
101.LAB
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
|
101.PRE
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
|
|
|
NEENAH, INC.
|
|
|
|
|
By:
|
/s/ John P. O'Donnell
|
|
|
John P. O’Donnell
|
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Bonnie C. Lind
|
|
|
Bonnie C. Lind
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Larry N. Brownlee
|
|
|
Larry N. Brownlee
|
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
|
|
|
|
|
May 11, 2020
|
|
|
(i)
|
any defect in or failure of the title (if any) which any Person may have to any assets over which security is intended to be created by a Hong Kong Collateral Document;
|
(ii)
|
any loss resulting from the investment or deposit at any bank of moneys which it invests or deposits in a manner permitted by a Hong Kong Collateral Document;
|
(iii)
|
the exercise of, or the failure to exercise, any right, power or discretion given to it by or in connection with any Loan Document or any other agreement, arrangement or document entered into, or executed in anticipation of, under or in connection with, any Loan Document; or
|
(iv)
|
any shortfall which arises on enforcing a Hong Kong Collateral Document.
|
(k)
|
The Hong Kong Collateral Agent shall not be obligated to:
|
(i)
|
obtain any authorization or permit in respect of the Collateral or the Hong Kong Collateral Documents;
|
(ii)
|
hold in its own possession a Hong Kong Collateral Document, title deed or other document relating to the Collateral or Hong Kong Collateral Documents;
|
(iii)
|
perfect, protect, register, make any filing or give any notice in respect of a Hong Kong Collateral Document (or the order of ranking of a Hong Kong Collateral Document); or
|
(iv)
|
require any further assurances in relation to Hong Kong Collateral Documents.
|
1.
|
Performance Period: The Performance Period commences on January 1, 20__ and ends on December 31, 20__.
|
2.
|
Performance Measures:
|
(a)
|
“Return on Invested Capital” (“ROIC”) is defined as after-tax Adjusted EBIT from continuing operations divided by Average Net Invested Capital. “Adjusted EBIT” is earnings before interest and taxes, excluding the effects of gains/losses on sale of assets, goodwill impairment, facility/asset closure, integration or restructuring costs, and other material non-recurring items. Tax rates are based on the statutory effective tax rates of each business entity adjusted for permanent differences impacting these rates. “Average Net Invested Capital” is the straight average for the twelve months of total assets less cash and short-term non-interest bearing liabilities, all expressed in constant currency.
|
(b)
|
“Corporate Same-Store Revenue Growth” is defined as the percentage change in the Company’s annual net sales, excluding translation impacts from changes in foreign exchange rates, as compared with the immediately preceding calendar year. Revenues will be adjusted in the current year to ensure comparative monthly periods for acquisitions and divestitures are similar (same store concept).
|
(c)
|
“Free Cash Flow as a Percentage of Net Sales” is expressed as a percentage and shall be calculated as a fraction, the numerator of which shall be cash flow from operations, less capital expenditures, for the applicable calendar year and the denominator of which shall be Net Sales during the same period.
|
(d)
|
Relative Total Shareholder Return (“Relative TSR”) is defined as the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the companies in the Russell 2000 Value Index.
|
(e)
|
“TSR” is expressed as a percentage and calculated as follows:
|
3.
|
Percentage Weighting for Performance Metrics: The following percentage weighting for each performance metric will apply for purposes of determining the number of Performance Shares earned:
|
4.
|
Percentage Attained based on each Performance Metric: The payout percentage attained based on each performance metric is as follows:
|
|
Performance Metric Weighting
|
Threshold
|
Target
|
Maximum
|
Payout Percentage Attained
|
|
__%
|
___%
|
___%
|
ROIC
|
__%
|
__%
|
__%
|
__%
|
Corporate Same-Store Revenue Growth
|
__%
|
__%
|
__%
|
__%
|
Free Cash Flow as a Percentage of Net Sales
|
__%
|
__%
|
__%
|
__%
|
Relative TSR
|
__%
|
25th percentile Russell 2000 Value Index
|
50th percentile Russell 2000 Value Index
|
75th percentile Russell 2000 Value Index
|
5.
|
Number of Performance Shares Earned: The number of Performance Shares earned is determined as follows:
|
(a)
|
Step 1: multiply the percentage weighting for each performance metric by the payout percentage attained based on such performance metric to arrive at the percentage of Target Performance Shares earned based on such performance metric;
|
(b)
|
Step 2: add the sum of the percentages of Target Performance Shares earned from Step 1 based on each performance metric;
|
(c)
|
Step 3: multiply the sum of the percentages of Target Performance Shares earned based on each performance metric from Step 2 by the total number of Target Performance Shares and
|
(d)
|
Increase or reduce the award calculated in Step 3 in cases where the Compensation Committee determines in its discretion.
|
|
Percentage Weighting
|
|
Payout Percentage Attained
|
Percentage Target Shares Earned
|
ROIC
|
__%
|
x
|
__%
|
= __%
|
Corporate Same-Store Revenue Growth
|
__%
|
x
|
__%
|
= __%
|
Free Cash Flow as a Percentage of Net Sales
|
__%
|
x
|
__%
|
= __%
|
Relative TSR
|
__%
|
x
|
__%
|
= __%
|
6.
|
Dividend Equivalents: The Performance Shares earned accrue dividend equivalents during the Performance Period. The dividend equivalents shall be paid to the Participant in cash or shares of Stock, as determined by the authorized officers as designated by the Committee. The dividend equivalents will be equal to the dividend per Share (if any) declared by the Company during the Performance Period, multiplied by the number of Performance Shares held by the Participant. If dividend equivalents are paid in shares of Stock, the number of shares of Stock will be equal to the dividend equivalents for each given date during the Performance Period, divided by the Fair Market Value per share of Stock as of the date the dividend is payable as declared by the Company. The dividend equivalents will be paid on the same date as the Award is paid pursuant to Section 7. After the Performance Shares have been settled or forfeited, no further dividend equivalents shall accrue.
|
7.
|
Vesting and Payment of the Performance Shares: One hundred percent (100%) of the earned Performance Shares will vest on the earliest of the dates specified below and will be paid when specified below (with the vesting date listed first in each Subsection, followed by payment date):
|
(a)
|
December 31, 20__, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such date, in which case the Performance Shares will be paid by ____________, 20__;
|
(b)
|
On the date the Participant incurs a Separation from Service that occurs on or after July 1, 20__ and before December 31, 20__ due to death, Retirement or Disability (but in the case of Disability determined without regard to the length of any elimination period under the long term disability benefits plan), in which case the number of Performance Shares earned during the Performance Period will be prorated based upon the ratio that the number of calendar months served during the Performance Period (full credit given for partial months) bears to 36 months (provided such ratio shall not exceed 100%) and will be paid by ____________, 20__. However, if the Participant is a Specified Employee within the meaning of Code Section 409A, the Performance Shares will be paid six (6) months following such Separation from Service to the extent required to comply with Code Section 409A;
|
(c)
|
On the date of a Change in Control with respect to which Neenah, Inc. is not the surviving entity, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such occurrence. The Performance Shares will be paid within thirty (30) days following the Change in Control; or
|
(d)
|
On the date the Participant incurs a Separation from Service if a Change in Control occurs with respect to which Neenah, Inc. is the surviving entity, and within two years after the date of the Change in Control and before December 31, 20__, the Participant incurs a Separation from Service as a result of the Participant’s employment being terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or by the Participant for Good Reason. The Performance Shares will be paid within thirty (30) days following Separation from Service; provided, however, that in the case of a Participant who is a Specified Employee, the Performance Shares will be paid six (6) months following Separation from Service to the extent required to comply with Code Section 409A, but not later than ____________, 20__ to the extent permissible under Code Section 409A.
|
8.
|
Settlement of Award: The Company shall issue to the Participant one share of Stock (as defined in the Plan) for each Performance Share earned by the Participant that becomes vested in accordance with the provisions of Section 7. Notwithstanding the forgoing or any other provision hereof, the Committee reserves the sole and unfettered discretion to reduce the number of shares of Stock that would otherwise be issuable pursuant to this Agreement. Any fractional share of Stock payable to the Participant in accordance with this Section shall be rounded up to the nearest whole share of Stock. Notwithstanding the foregoing, pursuant to Section 4.4 or Article 18 of the Plan, the Company may adjust the number or kind of shares or substitute cash.
|
9.
|
Termination of Employment for Other Reasons: In the event that the Participant’s employment with the Company terminates before December 31, 20__, then except as set forth in Section 7, this Award and all Performance Shares hereunder shall be forfeited and no payment shall be made to the Participant.
|
10.
|
Nontransferability: Performance Shares awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution. If any Transfer, whether voluntary or involuntary, of Performance Shares is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Performance Shares, the Participant’s right to such Performance Shares shall be immediately forfeited to the Company, and this Agreement shall lapse.
|
11.
|
Requirements of Law: The granting of Performance Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
12.
|
Inability to Obtain Authorization: The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any shares of Stock hereunder, shall relieve the Company of any liability with respect to the failure to issue such shares of Stock as to which such requisite authority shall not have been obtained.
|
13.
|
Tax Withholding: The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.
|
14.
|
Stock Withholding: With respect to withholding required upon any taxable event arising as a result of Performance Shares granted hereunder, the Company, unless notified otherwise by the Participant
|
15.
|
Administration: This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.
|
16.
|
Continuation of Employment: This Agreement will not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.
|
17.
|
Amendment to the Plan: The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.
|
18.
|
Amendment to This Agreement: The Committee may terminate, amend, or modify this Agreement. No such termination, amendment, or modification of the Agreement may adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.
|
19.
|
Successor: All obligations of the Company under the Plan and this Agreement, with respect to the Performance Shares, will be binding on any legal successor to or assigns of the Company.
|
20.
|
Severability: The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
|
21.
|
Applicable Laws and Consent to Jurisdiction: The validity, construction, interpretation, and enforceability of this Agreement will be determined and governed by the laws of the state of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the state of Georgia.
|
22.
|
Definition of Change in Control: “Change in Control” means the occurrence of a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets” (as such terms are defined below).
|
(a)
|
A “change in ownership of the Company” shall occur on the date that any one person, or more than one person acting as a “Group” (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the
|
(b)
|
A “change in the effective control of the Company” occurs on the date that:
|
(i)
|
Any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; provided, however, if any one person, or more than one person acting as a group, is considered to own thirty-five percent (35%) or more of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the effective control of the Company. Notwithstanding the foregoing, the following shall not constitute a change in the effective control of the Company: (A) any acquisition by any one person, or more than one person acting as a Group, who on December 1, 2004 is the Beneficial Owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (B) any acquisition directly from the Company, including without limitation, a public offering of securities, (C) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, or (D) any transaction described in Subsection (d) below; or
|
(ii)
|
A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; provided, however, that this Paragraph (ii) shall apply only to the Company if no other corporation is a majority shareholder of the Company.
|
(c)
|
A “change in the ownership of a substantial portion of the Company’s assets” occurs on the date that any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total “Gross Fair Market Value” (as defined below) equal to or more than 90% of the total Gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that, a transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:
|
(i)
|
a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
|
(ii)
|
an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
|
(iii)
|
a person, or more than one person acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company;
|
(iv)
|
an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Paragraph (iii) hereof); or
|
(v)
|
a Successor Entity pursuant to a transaction described in Subsection (d) below.
|
(d)
|
Consummation of a reorganization, merger, or consolidation to which the Company is a party, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) shall not constitute a change in ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, if following such Business Combination: (i) all or substantially all the individuals or entities who were the Beneficial Owners of Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of the members of the board of directors of the company resulting from the Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Successor Entity”) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Voting Securities; (ii) no person or Group (excluding any Successor Entity or any employee benefit plan, or related trust, of the Company or such Successor Entity) beneficially owns, directly or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Successor Entity, except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the Successor Entity were members of the incumbent Board (including members of the Board whose appointment or election is endorsed by a majority of the Board prior to the date of the appointment or election) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.
|
(e)
|
For purposes of the definition of Change in Control:
|
(i)
|
“Group” means persons acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock of the Company or assets of the Company, or a similar business transaction with the Company (the “Transaction”); provided, however, that with respect to any person who owns stock of both the Company and the other corporation in a Transaction, such person will only be treated as acting as a group with respect to his or her interest in the other corporation prior to the Transaction;
|
(ii)
|
“Gross Fair Market Value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; and
|
(iii)
|
Notwithstanding any other provision hereof, stock ownership shall be determined under Code Section 409A, and no Change in Control shall be deemed to have occurred hereunder unless such event constitutes a change in the ownership or effective control of the Company or in a substantial portion of the assets of the Company under Code Section 409A.
|
23.
|
“Retirement” means voluntary resignation of employment by a Participant, who is also an employee of the Company or an Affiliate (as defined in the Plan),after (i) attaining age sixty-five (65), or (ii) attaining age fifty-five (55) with at least five (5) years of service with the Company or an Affiliate.
|
24.
|
Compensation Recovery Policy: The Board has adopted an incentive compensation recovery policy (the “Clawback Policy”) for the Company’s current and former “officers,” as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (such officers are hereinafter referred to individually as an “Executive” and collectively as “Executives”). The Clawback Policy governs the circumstances where the Board may seek to recover “Incentive Compensation” (as defined below) awarded to Executives. Under the Clawback Policy, the Board may require reimbursement of any Incentive Compensation (including without limitation, any bonus under the Company’s Management Incentive Plan) paid to an individual Executive, a group of Executives or all Executives if: (i) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, (ii) the Board determines that the Executive engaged in conduct that caused or partially caused the need for the restatement or that the restatement is of such a nature as to warrant seeking recovery of Incentive Compensation from all or some larger group of Executives and (iii) a lower payment of Incentive Compensation would have been made to the Executive (or group of Executives) based upon the restated financial results. In each such instance, the Board may seek to recover the relevant overpayment amount of the Incentive Compensation for the period at issue. In applying the Clawback Policy, the Board will have sole discretion in determining whether an Executive’s conduct has or has not met any particular standard of conduct under law or Company policy and whether the Incentive Compensation recovery should apply to an individual Executive or a larger group of Executives and the extent of the amount of recovery.
|
(a)
|
one-third (1/3) on December 31, 20__, one-third (1/3) on December 31, 20__, and one-third (1/3) on December 31, 20__, provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through the applicable date (the time period from the date of grant to December 31, 20__ is referred to herein as the “Vesting Period”);
|
(b)
|
100% upon the Participant’s termination of employment due to death or Disability, provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such event;
|
(c)
|
100% upon the Participant’s termination of employment due to Retirement, provided the effective date of such Retirement occurs on or after July 1, 20__ and the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date; provided, further, that such shares of Stock shall continue to vest as follows: one-third (1/3) on December 31, 20__, one-third (1/3) on December 31, 20__, and one-third (1/3) on December 31, 20__; or
|
(d)
|
100% upon the date of the termination of Participant’s employment with the Company if within two years after a Change in Control, Participant’s employment is terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or is terminated by the Participant for Good Reason. For the purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the same meaning as provided in the Executive Severance Plan.
|
(a)
|
A “change in ownership of the Company” shall occur on the date that any one person, or more than one person acting as a “Group” (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company. In addition, the following shall not constitute a change in ownership of the Company: (i) any acquisition by any one person, or more than one person acting as a Group, who on December 1, 2004 is the “beneficial owner” (within the meaning of Rule 13d-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended) (a “Beneficial Owner”) of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or
|
(b)
|
A “change in the effective control of the Company” occurs on the date that:
|
(1)
|
Any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; provided, however, if any one person, or more than one person acting as a group, is considered to own thirty-five percent (35%) or more of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the effective control of the Company. Notwithstanding the foregoing, the following shall not constitute a change in the effective control of the Company: (A) any acquisition by any one person, or more than one person acting as a Group, who on December 1, 2004 is the Beneficial Owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (B) any acquisition directly from the Company, including without limitation, a public offering of securities, (C) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, or (D) any transaction described in Clause (d) below; or
|
(2)
|
A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; provided, however, that this Subclause (2) shall apply only to the Company if no other corporation is a majority shareholder of the Company.
|
(c)
|
A “change in the ownership of a substantial portion of the Company’s assets” occurs on the date that any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total “Gross Fair Market Value” (as defined below) equal to or more than 90% of the total Gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that, a transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:
|
(1)
|
a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
|
(2)
|
an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
|
(3)
|
a person, or more than one person acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company;
|
(4)
|
an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Subclause (3) hereof); or
|
(5)
|
a Successor Entity pursuant to a transaction described in Clause (d) below.
|
(d)
|
Consummation of a reorganization, merger, or consolidation to which the Company is a party, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) shall not constitute a change in ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, if following such Business Combination: (i) all or substantially all the
|
(e)
|
For purposes of the definition of Change in Control:
|
(1)
|
“Group” means persons acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock of the Company or assets of the Company, or a similar business transaction with the Company (the “Transaction”); provided, however, that with respect to any person who owns stock of both the Company and the other corporation in a Transaction, such person will only be treated as acting as a group with respect to his or her interest in the other corporation prior to the Transaction;
|
(2)
|
“Gross Fair Market Value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; and
|
(3)
|
Notwithstanding any other provision hereof, stock ownership shall be determined under Code Section 409A, and no Change in Control shall be deemed to have occurred hereunder unless such event constitutes a change in the ownership or effective control of the Company or in a substantial portion of the assets of the Company under Code Section 409A.
|
(a)
|
December 31, 20__, provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date (the time period from the date of grant to December 31, 20__ is referred to herein as the “Vesting Period”);
|
(b)
|
upon the Participant’s termination of employment due to death or Disability, provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such event;
|
(c)
|
upon the Participant’s Retirement, provided, however, the number of Restricted Stock Units that vest shall be equal to the total number of Restricted Stock Units subject to this Agreement multiplied by the ratio that the number of calendar months served during the 20__ calendar year bears to 12 months; further provided, however, for any partial months served during the Vesting Period, Participant shall only receive credit for such partial month served if Participant is employed by the Company or its Affiliates for fifteen or more calendar days during such calendar month; or
|
(c)
|
on the date of the termination of Participant’s employment with the Company if within two years after a Change in Control, Participant’s employment is terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or is terminated by the Participant for Good Reason. For the purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the same meaning as provided in the Executive Severance Plan.
|
(a)
|
A “change in ownership of the Company” shall occur on the date that any one person, or more than one person acting as a “Group” (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company. In addition, the following shall not constitute a change in ownership of the Company: (i) any acquisition by any one person, or more than one person acting as a Group, who on December 1, 2004 is the “beneficial owner” (within the meaning of Rule 13d-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended) (a “Beneficial Owner”) of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or
|
(b)
|
A “change in the effective control of the Company” occurs on the date that:
|
(1)
|
Any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; provided, however, if any one person, or more than one person acting as a group, is considered to own thirty-five percent (35%) or more of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the effective control of the Company. Notwithstanding the foregoing, the following shall not constitute a change in the effective control of the Company: (A) any acquisition by any one person, or more than one person acting as a Group, who on December 1, 2004 is the Beneficial Owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (B) any acquisition directly from the Company, including without limitation, a public offering of securities, (C) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, or (D) any transaction described in Clause (d) below; or
|
(2)
|
A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; provided, however, that this Subclause (2) shall apply only to the Company if no other corporation is a majority shareholder of the Company.
|
(c)
|
A “change in the ownership of a substantial portion of the Company’s assets” occurs on the date that any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total “Gross Fair Market Value” (as defined below) equal to or more than 90% of the total Gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that, a transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:
|
(1)
|
a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
|
(2)
|
an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
|
(3)
|
a person, or more than one person acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company;
|
(4)
|
an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Subclause (3) hereof); or
|
(5)
|
a Successor Entity pursuant to a transaction described in Clause (d) below.
|
(d)
|
Consummation of a reorganization, merger, or consolidation to which the Company is a party, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) shall not constitute a change in ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, if following such Business Combination: (i) all or substantially all the
|
(e)
|
For purposes of the definition of Change in Control:
|
(1)
|
“Group” means persons acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock of the Company or assets of the Company, or a similar business transaction with the Company (the “Transaction”); provided, however, that with respect to any person who owns stock of both the Company and the other corporation in a Transaction, such person will only be treated as acting as a group with respect to his or her interest in the other corporation prior to the Transaction;
|
(2)
|
“Gross Fair Market Value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; and
|
(3)
|
Notwithstanding any other provision hereof, stock ownership shall be determined under Code Section 409A, and no Change in Control shall be deemed to have occurred hereunder unless such event constitutes a change in the ownership or effective control of the Company or in a substantial portion of the assets of the Company under Code Section 409A.
|
Date: May 11, 2020
|
|
|
/s/ John P. O’Donnell
|
|
John P. O’Donnell
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
Date: May 11, 2020
|
|
|
/s/ Bonnie C. Lind
|
|
Bonnie C. Lind
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
/s/ John P. O’Donnell
|
|
John P. O’Donnell
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
Date: May 11, 2020
|
|
/s/ Bonnie C. Lind
|
|
Bonnie C. Lind
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
|
Date: May 11, 2020
|