Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - Artisan Partners Asset Management Inc. | apam-ex322x2016x12x31.htm |
| EX-32.1 - EXHIBIT 32.1 - Artisan Partners Asset Management Inc. | apam-ex321x2016x12x31.htm |
| EX-31.2 - EXHIBIT 31.2 - Artisan Partners Asset Management Inc. | apam-ex312x2016x12x31.htm |
| EX-31.1 - EXHIBIT 31.1 - Artisan Partners Asset Management Inc. | apam-ex311x2016x12x31.htm |
| EX-23.1 - EXHIBIT 23.1 - Artisan Partners Asset Management Inc. | apam-ex231x2016x12x31.htm |
| EX-21.1 - EXHIBIT 21.1 - Artisan Partners Asset Management Inc. | apam-ex211x2016x12x31.htm |
| EX-10.23 - EXHIBIT 10.23 - Artisan Partners Asset Management Inc. | apam-ex1023x2016x12x31.htm |
| 10-K - 10-K - Artisan Partners Asset Management Inc. | apam-2016x12x3110xk.htm |
Amended and Restated Artisan Partners Asset Management Inc. Bonus Plan
1. Purpose. The purpose of the Amended and Restated Artisan Partners Asset Management Inc. Bonus Plan (the “Plan”) is to advance the interests of Artisan Partners Asset Management Inc. (“Artisan”) and its stockholders by providing employees and other persons, including any individual designated as a “partner,” providing services to Artisan or any of its Affiliates (as defined below) (other than non-employee directors of Artisan) with incentives in the form of bonus awards for their service to Artisan and any of its subsidiaries or other related business units or entities (“Affiliates”). The original Artisan Partners Asset Management Inc. Bonus Plan became effective on February 5, 2013 (the “Original Plan”). The Plan was approved by the Board of Directors of Artisan (the “Board”) on January 26, 2016, and is subject to the receipt of approval by the shareholders of Artisan at its 2016 annual shareholders meeting. The Plan will become effective as of the date of the first shareholder meeting of Artisan at which directors are elected after December 31, 2016 (the “Effective Date”). Prior to the Effective Date, the terms of the Original Plan shall apply, and the Original Plan will remain subject to the IPO transition rules under Treasury Reg. Section 1.162-27(f) through the Effective Date.
2. Administration. The Plan shall be administered by the Compensation Committee (the “Committee” or the “Administrator”) of the Board, as such committee is from time to time constituted, provided that the Committee may delegate its duties and powers in whole or in part (i) to any subcommittee thereof consisting solely of at least two “outside directors,” as defined under Section 162(m) of the Code, or (ii) to the extent consistent with Section 162(m) of the Code, to any other individual or individuals. Except as specifically provided to the contrary, references to the Administrator include the Committee or any subcommittee, individual or individuals to whom the Committee has delegated some or all of its duties and powers.
The Administrator has all the powers vested in it by the terms of the Plan, including the authority to select the Participants (as defined below) to be granted bonus awards (“Bonuses”) under the Plan, to determine the size and terms of the Bonus made to each individual Participant (subject to the limitations imposed below), to modify the terms of any Bonus that has been granted (except with respect to any modification which would increase the amount of compensation payable to a “Covered Employee,” as such term is defined in Section 162(m) of the Code and any rules, regulations or other guidance issued thereunder), to determine the time when Bonuses will be awarded, to establish performance objectives in respect of Bonuses and to certify in writing that such performance objectives were attained. If the Administrator determines that a Bonus to be granted to a Covered Employee (or a person likely to be a Covered Employee) should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, all of the foregoing determinations shall be made by the Committee, if the Committee is comprised solely of “outside directors” and, if it is not, then by a subcommittee of the Committee so comprised.
The Administrator is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems necessary or desirable to carry it into effect. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No Administrator, member of the Committee and no employee of Artisan shall be liable for anything done or omitted to be done by him or her, by any other Administrator or member of the Committee or by any employee of Artisan in connection with the performance of duties under the Plan, except for his or her own willful misconduct (as
determined by a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal) or as expressly provided by statute. Artisan shall indemnify and hold harmless the Administrator, each member of the Committee and each other director or employee of Artisan or of any of its Affiliates to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan.
3. Participation. The Administrator shall have power to grant Bonuses under the Plan to employees and other persons (other than non-employee directors of Artisan) who provide services to Artisan and its Affiliates (“Participants”).
4. Bonuses under the Plan.
(a) In General. The Administrator shall determine the amount of a Bonus to be granted to each Participant in accordance with subsection 4(b) or 4(c) below.
(b) Participants who are to be Awarded Bonuses that are not Intended to be “Performance-Based Compensation” for purposes of Section 162(m) of the Code. The Administrator may in its discretion award a Bonus to a Participant that is not intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code subject to the terms and conditions of this subsection 4(b). The Administrator may establish performance goals and targets, determine the extent to which such goals have been met and determine the amount of such Bonus, in each case, in its discretion.
(c) Participants who are to be Awarded Bonuses that are Intended to be “Performance-Based Compensation” for purposes of Section 162(m) of the Code.
(i) The Administrator may in its discretion award a Bonus to a Participant that is intended to be “performance-based compensation” for purposes of Section 162(m) of the Code subject to the terms and conditions of this subsection 4(c). Subject to clause (ii) of this subsection 4(c), the amount of such Participant’s Bonus shall be in an amount determinable from objective written performance goals approved by the Administrator while the outcome is substantially uncertain and no more than 90 days after the commencement of the period to which the performance goal relates or, if for a period other than one year, the number of days that is equal to 25 percent of the relevant performance period and a targeted level or levels of performance with respect to each goal as specified by the Administrator. Such performance goals may include (A) enterprise value or value creation targets; (B) revenue growth; (C) after-tax or pre-tax profits (including adjusted operating income) or net income (including adjusted net income); (D) operational cash flow or earnings before income tax or other exclusions (including free cash flow, cash flow per share or earnings before interest, taxes, depreciation and amortization); (E) reduction of, or limiting the level of or increase in, all or a portion of indebtedness of Artisan or its Affiliates; (F) earnings per share or earnings per share from continuing operations; (G) return on capital employed (including return on invested capital or return on committed capital) or return on assets; (H) after-tax or pre-tax return on shareholder equity; (I) stock price appreciation; (K) growth in the value of shares assuming the reinvestment of dividends; (L) reduction of, or limiting the level of or increase in, all or a portion of controllable expenses or costs or other expenses or costs (including selling, general and administrative expenses or costs as a percentage of revenues); (M) economic value-added targets based on a cash flow return on investment formula; or (N) such other metrics that are based on or equivalent to the metrics set forth in (A) through (M). Performance goals may be used on an absolute or relative basis to measure the performance of Artisan as a whole or any business unit(s) of Artisan and/or one or more
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affiliates or any combination thereof, as the Administrator may determine appropriate, and any of the performance goals may be compared to the performance of a group of peer or comparator companies, or a published or special index that the Administrator, in its sole discretion, deems appropriate or as compared to various stock market indices.
(ii) The Administrator will appropriately adjust any evaluation of performance under a performance goal to exclude (1) any extraordinary or non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial conditions and results of operations appearing in Artisan’s annual report to shareholders for the applicable year, or (2) the effect of any changes in accounting principles affecting Artisan’s or its Affiliates’ reported results. In addition, the Administrator will adjust any performance criteria, performance goal or other feature of a Bonus that relates to or is wholly or partially based on the number of, or the value of, any stock of Artisan, to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares or other similar changes in such stock and will adjust the performance criteria to neutralize the impacts of any acquisitions, divestitures or similar transactions.
(iii) The amount payable to a Participant upon attainment of the applicable performance goal for the period to which the performance goal relates may be stated as an amount specific to such Participant or as a percentage of an incentive pool, in each case determined under an objective formula or basis. If stated as a percentage of an incentive pool, the amount of a Participant’s Bonus may be reduced below the amount determined by multiplying the incentive pool percentage by the incentive pool for the performance period, as described in Section 4(c)(iv) below. The total of the incentive pool percentages assigned to all Participants for a performance period shall not exceed 100%. For the avoidance of doubt, in accordance with Section 162(m) of the Code, if the Administrator reduces the compensation payable hereunder to any Participant, such reduction will not increase compensation payable hereunder to another Participant.
(iv) The Administrator shall determine in writing with respect to the Participant whether the performance goals established by the Administrator have been met and, if they have, so certify and ascertain the amount of the applicable Bonus. No Bonus pursuant to the Plan will be paid to the Participant until such certification is made by the Administrator. In determining the amount of Bonus actually paid, the Administrator shall have the absolute discretion to reduce the amount of, or eliminate entirely, the amount that otherwise would be payable upon the attainment of the performance goal or goals. The exercise of such discretion to decrease the amount of a Bonus may be based on such performance goals as may have been established under this Plan, another Artisan bonus plan or on such other criteria as the Administrator may choose to apply.
(v) Bonus Limits. No Participant shall be able to receive a Bonus in excess of $25 million for any calendar year. Except as provided in this Section 4(c)(v), there shall be no limits on the amount of Bonuses that may be granted under the Plan.
(vi) The provisions of this subsection 4(c) shall be administered and interpreted in accordance with Section 162(m) of the Code with respect to the payment of Bonuses to Covered Employees.
(d) Payment of Bonus Amount. Each Bonus shall be payable in the discretion of the Administrator in cash and/or an equity-based award of equivalent value. In determining the number of shares that will be subject to Artisan restricted stock units, restricted shares of Artisan common stock or unrestricted shares of Artisan common stock that is equivalent to a dollar amount, the value of such award shall be equal to the closing price of the Class A Shares on the date of grant. In determining the number of
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shares that will be subject to options or stock appreciation rights that is equivalent to a dollar amount, the value of such awards shall be equal to the aggregate accounting expense to be recognized with respect to such awards. In determining the amount of a cash-based Bonus that is denominated in a foreign currency that is equivalent to a dollar amount, the value of such award shall be based on the foreign currency spot price on the date of grant of such award as determined by the Administrator. Bonuses under the Plan that are granted and denominated in cash may be paid under the Plan, the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended from time to time, the “Omnibus Plan”) or any other plan maintained by Artisan or its Affiliates, and Bonuses under the Plan that are granted in the form of options, stock appreciation rights or other equity-based awards shall be granted under the Omnibus Plan or any other plan providing for equity-based awards maintained by Artisan and its Affiliates; provided that, in each case, to the extent necessary that Bonuses paid under any such plans have terms consistent with this Plan, the terms of this Plan shall be deemed incorporated into the terms of the applicable Artisan bonus plan. In the event that Bonuses under the Plan are granted in the form of equity-based awards, it is intended that such equity-based awards (and any rights to dividends under such equity-based awards) will be performance based compensation under Section 162(m) (regardless of whether such equity-based awards have separate performance conditions).
5. Miscellaneous Provisions.
(a) No employee or other person shall have any claim or right to be paid a Bonus under the Plan. Determinations made by the Administrator under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such eligible individuals are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or perform services for Artisan or any Affiliate, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to Artisan and its Affiliates. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Artisan and any Participant. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA).
(b) Except as may be approved by the Administrator, a Participant’s rights and interest under the Plan may not be assigned or transferred, hypothecated or encumbered in whole or in part either directly or by operation of law or otherwise including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, that, subject to applicable law, any amounts payable to any Participant hereunder are subject to reduction to satisfy any liabilities owed to Artisan or any of its Affiliates by the Participant. Notwithstanding the foregoing, the Administrator shall not have any right to reduce any payment hereunder if such reduction would subject the Participant to the additional tax imposed under Section 409A of the Code.
(c) The Administrator shall have the authority to determine in its sole discretion the applicable performance period relating to any Bonus and to include with respect to any award any change in control provision.
(d) Artisan and its Affiliates shall have the right to deduct from any payment made under the Plan any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment.
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(e) If a Participant is categorized as a partner for tax purposes, any Bonus paid hereunder shall be with respect to such Participant’s services as a partner and, notwithstanding anything to the contrary herein, such Participant shall continue to be classified as a partner for tax purposes.
(f) Artisan is the sponsor and legal obligor under the Plan, and shall make all payments hereunder, other than any payments to be made by any of the Affiliates, which shall be made by such Affiliate, as appropriate. Nothing herein is intended to restrict Artisan from charging an Affiliate that employs a Participant for all or a portion of the payments made by Artisan hereunder. Artisan shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any amounts under the Plan, and rights to payment hereunder shall be no greater than the rights of Artisan’s unsecured creditors. All expenses involved in administering the Plan shall be borne by Artisan or its Affiliates.
(g) The validity, construction, interpretation, administration and effect of the Plan and rights relating to the Plan and to Bonuses granted under the Plan shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.
6. Plan Amendment or Suspension. The Plan may be amended, suspended or terminated in whole or in part at any time and from time to time by the Administrator or the Board without the consent of Artisan’s stockholders or any Participant; provided, however, that any amendment to the Plan shall be submitted to the stockholders if stockholder approval is required by any applicable law, rule or regulation. Subject to the provisions of any plan under which any Bonus is paid or granted, as applicable, the terms and conditions of a Participant’s Bonus may not be amended without such Participant’s consent if such amendment would materially adversely impair the rights of such Participant. For the avoidance of doubt, prior to the Effective Date, the Plan shall not amend or otherwise modify the Original Plan or any of the terms thereof.
7. Non-exclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission of any terms of the Plan to the stockholders of Artisan for approval shall be construed as creating any limitations on the power of the Board or the Administrator to adopt such other incentive arrangements, apart from the Plan, as it may deem desirable, including incentive arrangements and awards that do not qualify under Section 162(m) of the Code, and such other arrangements may be either applicable generally or only in specific cases.
8. Actions and Decisions Regarding the Business or Operations of Artisan and/or its Affiliates. Notwithstanding anything in the Plan to the contrary, neither Artisan nor any of its Affiliates nor their respective officers, directors, partners, employees or agents shall have any liability to any Participant (or his or her beneficiaries or heirs) under the Plan or otherwise on account of any action taken, or not taken, in good faith by any of the foregoing persons with respect to the business or operations of Artisan or any Affiliates.
9. Section 409A of the Code. Bonuses under the Plan are intended to be exempt from, or to comply with, Section 409A of the Code. To the extent a Participant would be entitled to a Bonus under the Plan and such Bonus is deemed to constitute “deferred compensation” subject to Section 409A of the Code that, if paid or provided during the six (6) months beginning on such Participant’s “separation from service” (within the meaning of Section 409A of the Code), would be subject to the additional tax under Section 409A of the Code because the Participant is a “specified employee” (within the meaning of Section 409A of the Code), such Bonus will be paid to the Participant on the earlier of the six (6) month anniversary of the Participant’s separation from service or the Participant’s death.
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10. Section 162(m) of the Code. The provisions in the Plan with respect to Section 162(m) of the Code shall only be applicable to the extent necessary to comply with Section 162(m) of the Code.
11. Clawback. All Bonuses shall be subject to the clawback or recapture policy, if any, that Artisan may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Bonuses be repaid to Artisan after they have been distributed to the Participant.
12. Term of the Plan. The Plan is intended to first be effective for Bonuses attributable to the 2017 calendar year. The Plan shall continue to be in effect until it is terminated by the Board. For purposes of compliance with Section 162(m) of the Code, at the discretion of the Board, the performance goals in Section 4(c)(i) (or other designated performance goals) shall again be subject to approval by the Company’s shareholders no later than the first shareholder meeting that occurs in 2021.
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