EXHIBIT 10.20
FORM OF PERFORMANCE SHARE AWARD AGREEMENT
WHITE ELECTRONIC DESIGNS CORPORATION
1994 FLEXIBLE STOCK PLAN
(Form of Performance Based Award)
White Electronic Designs Corporation,
a Delaware Corporation (“Company”), hereby grants to [
] (“Grantee”), a Participant in the White Electronic
Designs Corporation 1994 Flexible Stock Plan (“Plan”),
as amended, a Performance Share Award (“Award”)
representing shares of the Company’s Common Stock
(“Stock”). The grant is made effective as of the [___]
day of [
] (“Grant Date”).
A. The Board of
Directors of the Company (“Board”) has adopted the Plan
as an incentive to retain key employees, officers and consultants
of, or certain individuals who otherwise have an affiliation with,
the Company and to enhance the ability of the Company to attract
such individuals whose services are considered unusually valuable
by providing an opportunity for them to have a proprietary interest
in the success of the Company.
B. The Board has
approved the granting of Performance Shares to the Grantee pursuant
to Article XVI of the Plan to provide an incentive to the
Grantee to focus on the long-term growth of the Company.
C. To the extent not
specifically defined in this Performance Share Award Agreement
(“Agreement”), all capitalized terms used in this
Agreement shall have the meaning set forth in the Plan.
In consideration of the mutual
covenants and conditions hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Grantee agree as
follows:
1. Grant of Performance
Shares . Grantee is hereby granted a Performance Share
Award for [
] Performance Shares, representing the right to receive the same
number of shares of the Company’s Stock, subject to the terms
and conditions in this Agreement. This Award is granted pursuant to
the Plan and its terms are incorporated by reference.
2. Vesting of Performance
Shares . The Performance Shares will vest in accordance
with, and only upon the attainment of, prior to January 1,
20___, the following performance criteria:
| |
|
|
| Number of Performance |
|
|
|
Shares Vested |
|
Performance Criteria |
|
[___%]
|
|
Company achieves an annual EBITDA
___% greater than 100% of the FY20___ target, which EBITDA shall be
___, (the “Performance Target”) in either FY20___ or
FY20___. |
|
[___%]
|
|
Company achieves an annual EBITDA
equal to or greater than ___% of the Performance Target (which
EBITDA shall be ___) but less than 100% of the Performance Target,
in either FY20___ or FY20___. |
Notwithstanding the above, in the
event that no Performance Shares are awarded in FY20___, the
Grantee shall the same opportunity to receive the Performance
Shares in FY20___; provided , however , if the
Company achieves ___% of the Performance Target in FY20___ and ___%
of such Performance Share were awarded, then 100% of the
Performance Target must be met in FY20___ to vest the remaining
___% of the Performance Share able to be awarded under this
Agreement.
When the Grantee believes that any of
the performance criteria listed above have been achieved, the
Grantee shall notify the Chairman of the [
] Committee in writing of such achievement (“Notice of
Achievement”). The [
] Committee will promptly review any such Notice of Achievement and
either accept it or provide an explanation for non-acceptance in
writing. The Grantee understands that such review by the [
] Committee may include an analysis of any and all parameters of
the qualifying performance and that the [
] Committee’s final determination not to accept a Notice of
Achievement for the relevant measurement period shall be made in
good faith and shall be final and binding on the Grantee. If a
Notice of Achievement is accepted by the [
] Committee as described above, then the relevant number of
Performance Shares associated with such Notice of Achievement shall
become fully vested on the date the [
] Committee has made such final determination.
Notwithstanding the above, the
Performance Shares will automatically vest 100% upon the occurrence
of a Change of Control as defined in the Plan.
3. Termination of
Employment . If the Grantee terminates employment with the
Company for any reason, any Performance Shares that are not vested
under the schedule in 2 ab
