Exhibit
10.30
PERFORMANCE STOCK AWARD
AGREEMENT
THIS AGREEMENT is entered into and effective as
of ______ _ __, 2006 (the “Date of Grant”), by
and between Select Comfort Corporation (the “Company”)
and ____________________ (the “Grantee”).
A. The Company has adopted the Select Comfort
Corporation 2004 Stock Incentive Plan (the “Plan”)
authorizing the grant of Performance Stock Awards to employees and
non-employee directors, consultants and independent contractors of
the Company and its Subsidiaries (as defined in the
Plan).
B. The Company desires to give the Grantee a
proprietary interest in the Company and an added incentive to
advance the interests of the Company by granting to the Grantee a
Performance Stock Award pursuant to the Plan.
Accordingly, the parties agree as
follows:
1.
Grant of Award
.
The Company hereby grants to the Grantee a
Performance Stock Award (the “Award”) consisting of
_______________________ (_______________) shares (the “Award
Shares”) of the Company’s common stock, par value $0.01
per share (the “Common Stock”), subject to adjustment
based on performance of the Company as described below and subject
to the terms, conditions and restrictions set forth below and in
the Plan.
The number of Award Shares granted hereunder is
subject to adjustment based on the Company’s net operating
profit performance in fiscal year 2006 (the “Performance
Period”). Based on the Company’s actual net operating
profit during the Performance Period as a percentage of planned net
operating profit during the Performance Period, the number of Award
Shares will be multiplied by the factor set forth in the table
below to determine the “Adjusted Award
Shares.”
|
Actual 2006 Net Operating
Profit as a Percentage of Planned 2006 Net Operating
Profit
|
Factor to Multiply Award
Shares by to Arrive at Adjusted Award Shares
|
|
|
|
|
Greater than 115% of
Plan
|
1.50X
|
|
Greater than 110% up to 115%
of Plan
|
1.25X
|
|
Greater than 90% up to 110% of
Plan
|
1.00X
|
|
Greater than 85% up to 90% of
Plan
|
0.75X
|
|
Greater than 75% up to 85% of
Plan
|
0.50X
|
|
Up to 75% of Plan
|
0.20X
|
For example, if the Award Shares consist of
1,000 shares of Common Stock, and the Company’s actual net
operating profit in 2006 is equal to 112% of planned 2006 net
operating profit, then the Adjusted Award Shares would consist of
1,250 shares of Common Stock (1,000 X 1.25 = 1,250).
Reference to the Adjusted Award Shares in this
Agreement will be deemed to include the Dividend Proceeds (as
defined in Section 3.3 of this Agreement) with respect to such
Adjusted
Award Shares
that are retained and held by the Company as provided in Section
3.3 of this Agreement.
2.
Grant Restriction
.
2.1 Restriction and Forfeiture
. The Grantee’s right to
retain the Award Shares or the Adjusted Award Shares will be
subject to the Grantee remaining in the continuous employ or
service of the Company or any Subsidiary for a period of four (4)
years (the “Restriction Period”) following the Date of
Grant; provided, however, that such employment/service period
restrictions (the “Restrictions”) will lapse and
terminate prior to end of the Restriction Period as set forth in
Sections 2.2 and 2.3 below.
2.2 Termination of Employment or Other
Service .
(a) Termination Due to Death or
Disability . In the event
that the Grantee’s employment or other service with the
Company and all Subsidiaries is terminated by reason of the
Grantee’s death or Disability (as defined in the Plan) during
the Performance Period, the Restrictions applicable to the Award
Shares will immediately lapse and terminate and the Award Shares
will not be subject to further adjustment. In the event that the
Grantee’s employment or other service with the Company and
all Subsidiaries is terminated by reason of the Grantee’s
death or Disability (as defined in the Plan) after the Performance
Period, the Restrictions applicable to the Adjusted Award Shares
will immediately lapse and terminate.
(b) Termination Due to Retirement
. In the event that the
Grantee’s employment or other service with the Company and
all Subsidiaries is terminated by reason of the Grantee’s
Retirement (as defined in the Plan) during the Performance Period,
the Restrictions applicable to the Award Shares will immediately
lapse and terminate with respect to a pro rata portion of the Award
Shares on the basis of the portion of the Restriction Period that
has passed as of the date of the Retirement and the Award Shares
will not be subject to further adjustment. In the event that the
Grantee’s employment or other service with the Company and
all Subsidiaries is terminated by reason of the Grantee’s
Retirement (as defined in the Plan) after the Performance Period,
the Restrictions applicable to the Adjusted Award Shares will
immediately lapse and terminate with respect to a pro rata portion
of the Adjusted Award Shares on the basis of the portion of the
Restriction Period that has passed as of the date of the
Retirement.
(c) Termination for Reasons other than Death,
Disability or Retirement . In the event the Grantee’s employment or
other service with the Company and all Subsidiaries is terminated
for any reason other than death, Disability or Retirement, or the
Grantee is in the employ or service of a Subsidiary and the
Subsidiary ceases to be a Subsidiary of the Company (unless the
Grantee continues in the employ or service of the Company or
another Subsidiary), all rights of the Grantee under the Plan and
this Agreement will terminate immediately without notice of any
kind, and this Award will be terminated and all Award Shares or
Adjusted Award Shares with respect to which the Restrictions have
not lapsed will be forfeited.
2.3 Change in Control . If a Change in Control (as defined in the
Plan) of the Company occurs during the Performance Period, the
Restrictions applicable to the Award Shares will immediately lapse
and terminate. If a Change in Control (as defined in the Plan) of
the Company occurs after the Performance Period, the Restrictions
applicable to the Adjusted Award Shares will immediately lapse and
terminate.
