SCL 10-K Annual Report Dec. 31, 2019 | Alphaminr

SCL 10-K Fiscal year ended Dec. 31, 2019

STEPAN CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k SummaryItem 16. Form

Exhibits

3.1 Restated Certificate of Incorporation of Stepan Company, filed October21, 2013, with the State of Delaware (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2013 (File No. 001-4462), and incorporated herein by reference) 3.2 Amended and Restated Bylaws of Stepan Company (Amended as of October 22, 2019) (filed with the Companys Quarterly Report on Form 10-Q filed on October 30, 2019 (File No. 001-4462), and incorporated herein by reference) 4.1* Description of the Companys Common Stock 10.1 Settlement Agreement, which provided information with respect to the Companys agreement with the United States regarding environmental remediation work to be completed at Stepans site in Maywood, New Jersey (filed with the Companys Current Report on Form 8-K filed on November18, 2004 (File No.001-4462), and incorporated herein by reference) 10.2+ Stepan Company Supplemental Savings and Investment Retirement Plan (Amended and Restated Effective as of January 1, 2019) (filed with the Companys Quarterly Report on Form 10-Q filed on October 30, 2019 (File No. 001-4462), and incorporated herein by reference) 10.3+ Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Definitive Proxy Statement on Schedule 14A filed on March 31, 2011 (File No. 001-4462), and incorporated herein by reference) 10.4+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2011 (File No. 001-4462), and incorporated herein by reference) 10.5+ Form of Incentive Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2011 (File No. 001-4462), and incorporated herein by reference) 10.6 Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2011 (File No. 001-4462), and incorporated herein by reference) 10.7+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on February23, 2015 (File No. 001-4462), and incorporated herein by reference) 10.8+ Form of Performance Grant Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on February23, 2015 (File No. 001-4462), and incorporated herein by reference) 10.9+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan(filed with the Companys Annual Report on Form 10-K for the year ended December31, 2016 (File No. 001-4462), and incorporated herein by reference) 10.10+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December31, 2016 (File No. 001-4462), and incorporated herein by reference) 10.11+ First Amendment to the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys AnnualReport on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference) 10.12+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-k for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.13+ Form of Performance Grant Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference) 10.14+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.15+ Form of Stock Awards Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.16+ Second Amendment to the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on May 6, 2019 (File No. 001-4462), and incorporated herein by reference) 10.17+ Performance Award Deferred Compensation Plan (Effective January 1, 2008) (filed with the Companys Current Report on Form 8-K filed on October24, 2008 (File No.001-4462), and incorporated herein by reference) 10.18 Stepan Company Directors Deferred Compensation Plan amended and restated as of January 1, 2012 (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-4462), and incorporated herein by reference) 10.19+ Management Incentive Plan (As Amended and Restated Effective January 1, 2015) (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2015 (File No. 001-4462), and incorporated herein by reference) 10.20+ Separation Agreement and Release, dated as of August 15, 2017, by and between Stepan Company and Scott Mason (filed with the Companys Current Report on Form 8-K filed on August 17, 2017 (File No. 01-4462) and incorporated herein by reference) 10.21+ Separation Agreement and Release, dated as of September 16, 2018, by and between Stepan Company and Jennifer Ansbro Hale (filed with the Companys Current Report on Form 8-K filed on September 20, 2018 (File No. 014462) and incorporated herein by reference) 10.22 Note Purchase Agreement, dated as of September 29, 2005, regarding 5.69% Senior Notes due November 1, 2018, with Connecticut General Life Insurance Company, Life Insurance Company of North America, MONY Life Insurance Company, AXA Equitable Life Insurance Company and Horizon Blue Cross Blue Shield of New Jersey (filed with the Companys Current Report on Form 8-K filed on October3, 2005 (File No.001-4462), and incorporated herein by reference) 10.23 First Supplement, dated as of June 1, 2010, to Note Purchase Agreement dated as of September 29, 2005, regarding 5.88% Senior Notes due June 1, 2022, with The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, Forethought Life Insurance Company, AXA Equitable Life Insurance Company, Connecticut General Life Insurance Company and Life Insurance Company of North America (filed with the Companys Current Report on Form 8-K filed on June3, 2010 (File No. 001-4462), and incorporated herein by reference) 10.24 First Amendment, dated as of October 25, 2011, to Note Purchase Agreement dated as of September 29, 2005 (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended September30, 2011(File No. 001-4462), and incorporated herein by reference) 10.25 Second Supplement, dated as of November 1, 2011, to Note Purchase Agreement dated as of September 29, 2005, regarding 4.86% Senior Notes due November 1, 2023 (filed with the Companys Current Report on Form 8-K filed on November4, 2011 (File No. 001-4462), and incorporated herein by reference) 10.26 Second Amendment, dated as of April 23, 2014, to Note Purchase Agreement dated as of September 29, 2005 (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.27 Third Amendment, dated as of January 30, 2018, to the Note Purchase Agreement dated as of September 29, 2005 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 10.28 Note Purchase Agreement, dated as of June 27, 2013, regarding 3.86% Senior Notes due June 27, 2025 (filed with the Companys Current Report on Form 8-K filed on July3, 2013 (File No. 001-4462), and incorporated herein by reference) 10.29 First Amendment, dated as of January 30, 2018, to the Note Purchase Agreement dated as of June 27, 2013 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 10.30 Note Purchase Agreement, dated as of July 10, 2015, regarding 3.95% Senior Notes Due July 10, 2027 (filed with the Companys Current Report on Form 8-K filed on July13, 2015 (File No. 001-4462), and incorporated herein by reference) 10.31 First Amendment, dated as of January 30, 2018, to the Note Purchase Agreement dated as of July 10, 2015 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 10.32 Credit Agreement, dated as of January 30, 2018, among Stepan Company, the foreign subsidiary borrowers from time to time party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and J.P. Morgan Chase Bank, N.A. and Merrill Lynch Pierce Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 21* Subsidiaries of the Registrant at December 31, 2019 23* Consent of Independent Registered Public Accounting Firm 24* Power of Attorney 31.1* Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer (Principal Financial Officer) to Section 302 of the Sarbanes-Oxley Act of 2002 32* Certification of President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002