28 unchanged sentences
Executi ve Compensation
−Removed: The information required by this Item concerning remuneration of our executive officers and directors, material transactions involving such executive officers and directors and Compensation Committee interlocks, as well as the Compensation Committee Report and pay ratio disclosure, are incorporated herein by reference to our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
+Added: The information required by this Item concerning remuneration of our executive officers and directors, material transactions involving such executive officers and directors and Compensation Committee interlocks, as well as the Compensation Committee Report and CEO pay ratio disclosure, are incorporated herein by reference to our definitive Proxy Statement for our 2023 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.
Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
21 unchanged sentences
Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed April 26, 2012 (File No.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed April 26, 2012)
Amendment to Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.
3 unchanged sentences
Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.
−Removed: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.
−Removed: Indenture, dated as of September 23, 2016, between the Issuer and Wilmington Trust, National Association, as Trustee (including the form of 5.0% Senior Notes due 2024) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 23, 2016)
+Added: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011)
Indenture, dated as of September 26, 2017, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 4.75% Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 26, 2017)
2 unchanged sentences
Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020)
−Removed: Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 29, 2019)
+Added: Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders and Citibank, N.A., as Administrative
+Added: Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 29, 2019)
Amendment No.
2 unchanged sentences
2 dated as of November 19, 2020, by and among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions party thereto, as 2020 Revolving Credit Lenders and Citibank, N.A., as Administrative Agent amending the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 19, 2020)
−Removed: Guarantee And Collateral Agreement made by Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, and the Subsidiary Guarantors party thereto in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011 (File No.
+Added: Guarantee And Collateral Agreement made by Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, and the Subsidiary Guarantors party thereto in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011)
Trademark Security Agreement made by Allison Transmission, Inc.
−Removed: in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011 (File No.
+Added: in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011)
Copyright Security Agreement made by Allison Transmission, Inc.
in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.5 to Amendment No.
−Removed: 2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 (File No.
+Added: 2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011)
Allison Transmission Holdings, Inc.
8 unchanged sentences
2011 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Amendment No.
−Removed: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.
+Added: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011)
Form of 2011 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.12 to Amendment No.
−Removed: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.
+Added: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011)
Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.
+Added: 3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011)
Form Amendment to Stock Option Agreement under the Allison Transmission Holdings, Inc.
2011 Equity Incentive Award Plan and Equity Incentive Plan of Allison Transmission Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013 (File No.
−Removed: Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed October 29, 2013 (File No.
+Added: (incorporated by
+Added: reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013)
+Added: Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed October 29, 2013)
Deferred Compensation Plan of Allison Transmission Inc.
(incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed July 31, 2012)
−Removed: Fifth Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020)
+Added: Sixth Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed August 4, 2022)
Amended and Restated Non-Employee Director Deferred Compensation Plan of Allison Transmission Holdings, Inc.
2 unchanged sentences
Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Amendment No.
−Removed: 2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 (File No.
−Removed: Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed February 24, 2014)
+Added: 2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 )
+Added: Allison Transmission, Inc.
+Added: Executive Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 19, 2022)
Severance and Change in Control Agreement, between Allison Transmission, Inc.
44 unchanged sentences
February 16, 2023
+Added: Scott Barbour
+Added: Scott Barbour
February 16, 2023
+Added: /s/ Philip J.
+Added: February 16, 2023
+Added: February 16, 2023
/s/ Alvaro Garcia-Tunon
5 unchanged sentences
February 16, 2023
+Added: /s/ Sasha Ostojic
+Added: Sasha Ostojic
+Added: February 16, 2023
+Added: /s/ Gustave F.
+Added: February 16, 2023
/s/ Thomas W.
2 unchanged sentences
February 16, 2023
+Added: /s/ Krishna Shivram
+Added: Krishna Shivram
+Added: February 16, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.