A “material definitive agreement”, it is defined as an agreement that provides for obligations that are material to and enforceable against the company, or rights that are material tothe company and enforceable by the company (in each case whether or not subject to conditions, read Nucor (NUE) Entry Material Definitive Agreement). A copy of the agreement or amendment is not required to be filed as an exhibit to theForm 8-K, but must be filed as an exhibit to the Form 10-K or Form 10-Q covering the period inwhich the agreement was executed or became effective. Companies may wish to file a copy ofthe agreement with the Form 8-K that describes it to reduce the risk that the description might be considered inadequate.
Even if a company needs time to prepare a confidential treatment request and therefore cannot file an agreement voluntarily with the Form 8-K, the company should consider the terms for which it will seek confidential treatment in order to avoid describing those terms in the Form 8-K. Also, the company may want to reach agreement with the other side of a transaction during negotiations on what terms they will seek to treat as confidential to avoid trying to re-engage the other party when the next Form 10-K or Form 10-Q is due. Your reference is at Avery Dennison (AVY) Entry Material Definitive Agreement
The filing of the agreement as an exhibit does not obviate the need to briefly describe the agreement in Item 1.01, depending on the length and complexity of the agreement. For example,a brief summary of director compensation arrangements included as an exhibit need not be summarized again in the item. Also, a descriptive reference to specific complex agreement provisions, such as financial covenants, may be sufficient. Read more about material definitive agreement here at Willis Group Holdings (WSH) Entry Material Definitive Agreement.




