Exhibit 10.2
PLANAR SYSTEMS,
INC.
PERFORMANCE SHARE
AGREEMENT
For: [Name]
NOTICE OF GRANT
Planar Systems, Inc. (the
“Company”) hereby grants you,
(the “Employee”), an award of Performance Shares under
the Company’s 1996 Stock Incentive Plan, as amended (the
“Plan”). The date of this Performance Share Agreement
(the “Agreement”) is October 10, 2008 (the
“Grant Date”). Subject to the provisions of
Appendix A (attached), Appendix B (attached) and of the
Plan, the principal features of this award are as
follows:
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Target Number
of Performance Shares:
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____________
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Performance
Period:
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Fiscal Year
2009 through Fiscal Year 2010
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Vesting
Schedule:
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The number of
Performance Shares that will vest and the timing of the vesting of
the Performance Shares will depend upon achievement of certain
performance goals and will be determined in accordance with the
Performance Matrix, attached hereto as Appendix B (the
“Performance Matrix”). Except as otherwise provided in
Appendix A, the Performance Shares will not vest unless the
Employee is employed by the Company or one of its Subsidiaries
through the applicable vesting date.
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Your signature below indicates your
agreement and understanding that this award is subject to all of
the terms and conditions contained in Appendix A,
Appendix B and the Plan. Important additional information on
vesting and forfeiture of the Performance Shares is contained in
paragraphs 3, 4 and 6 of Appendix A and in
Appendix B. This Agreement replaces all prior agreements with
respect to the Performance Shares. PLEASE BE SURE TO READ ALL OF
APPENDIX A AND APPENDIX B, WHICH CONTAIN THE SPECIFIC
TERMS AND CONDITIONS OF THIS AGREEMENT.
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PLANAR SYSTEMS,
INC.
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EMPLOYEE
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By:
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Name:
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Name:
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Title:
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[CEO or
Chairman of the Board]
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Title:
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Date:
October 10, 2008
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Date:
, 2008
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APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE SHARES
1. Grant . The Company hereby
grants to the Employee under the Plan an award of the Target Number
of Performance Shares set forth on the Notice of Grant, subject to
all of the terms and conditions in this Agreement and the Plan. The
number of Performance Shares that may vest and the timing of
vesting of the Performance Shares shall depend upon achievement of
certain performance goals during the Performance Period and shall
be determined in accordance with the Performance Matrix. Unless
otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to them in the Plan.
2. Company’s Obligation to
Pay . Unless and until the Performance Shares have vested in
the manner set forth in paragraphs 3 and 4, the Employee will
have no right to payment of such Performance Shares. Prior to
actual payment of any vested Performance Shares, such Performance
Shares will represent an unsecured obligation. Payment of any
vested Performance Shares shall be made in whole shares of the
Company’s common stock (“Shares”)
only.
3. Vesting Schedule/Period of
Restriction . Except as provided in paragraph 4, and
subject to paragraph 6, the Performance Shares awarded by this
Agreement shall vest in accordance with the vesting provisions set
forth in the Performance Matrix. Performance Shares shall not vest
in the Employee in accordance with any of the provisions of this
Agreement unless the Employee shall have been continuously employed
by the Company or by one of its Subsidiaries from the Grant Date
until the date the Performance Shares vest in accordance with the
provisions set forth in the Performance Matrix.
4. Acceleration of Vesting;
Committee Discretion . In the event Employee is terminated by
the Company without “Cause” (as defined in that certain
Executive Severance Agreement dated June 25, 2007, between the
Company and the Employee, the “Severance Agreement”) or
upon a “Change of Control” (as defined in the Severance
Agreement), then any then-unvested Performance Shares will vest
according to the greater of the following two formulas:
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(a)
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A time-based
proration over 24 months, based on the number of calendar days,
beginning on October 1, 2008 and ending on the date of
termination, multiplied by the number of Performance Shares;
or
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(b)
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The number of
Performance Shares that would vest according to the vesting
schedule attached as Appendix B to this letter, but substituting a
20 day trailing average closing price (including any dividends paid
during the term of the Performance Period) as of one day prior to
the date of the Employee’s termination.
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In addition, the Committee, in its
discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the Performance Shares at any
time, subject to the terms of the Plan. If so accelerated, such
Performance Shares will be considered as having vested as of the
date specified by the Committee. In the event of a conflict between
one or more provisions of this Agreement and one or more provisions
of the Severance Agreement, the provisions of this Agreement will
govern.
5. Payment after Vesting .
Any Performance Shares that vest in accordance with
paragraphs 3 or 4 will be paid to the Employee as soon as
practicable following the date of vesting but in no event later
than 30 days after the date of vesting. For each Performance Share
that vests, the Employee will receive one Share.
6. Forfeiture .
Notwithstanding any contrary provision of this Agreement, the
balance of the Performance Shares that have not vested pursuant to
paragraphs 3 or 4 at the time of the Employee’s
termination of service (with or without cause), and Performance
Shares that have not
