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Exhibit
10.46
PLANAR SYSTEMS,
INC.
PERFORMANCE SHARE
AGREEMENT
For: Stephen Going
Vice President and General
Counsel
NOTICE OF
GRANT
Planar Systems, Inc. (the
“Company”) hereby grants you, Stephen Going (the
“Employee”), in your position as Vice President and
General Counsel an award of Performance Shares (under the
Company’s SG07 Plan , the “Plan”). The date of
this Performance Share Agreement (the “Agreement”) is
March 5, 2007 (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 |
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| Performance Shares: |
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20,000
(twenty thousand) |
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| Performance Period: |
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Fiscal Year
2007 through Fiscal Year 2009 |
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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. Except as
otherwise provided in Appendix A, the Performance Shares will
not vest unless |
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i) |
Employee is employed by the Company or one of its Subsidiaries
through the applicable vesting date |
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ii) |
Employee is employed in the same, or a substantially similar
role through the applicable vesting date |
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. 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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/s/ Gerald
Perkel |
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By: |
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/s/ Stephen
Going |
| Name: |
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Gerald
Perkel |
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Name: |
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Stephen
Going |
| Title: |
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President
and CEO |
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Title: |
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Vice
President and General Counsel |
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| Date: March 5, 2007 |
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Date: March 5, 2007 |
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 attached hereto as Appendix B. 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. Committee
Discretion . 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.
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, subject to
paragraph 8. 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) will be forfeited
and automatically transferred to and reacquired by the Company at
no cost to the Company.
7. Death of Employee .
Any distribution of Shares that vested during Employee’s
lifetime which is to be made to the Employee under this Agreement
after the Employee is deceased shall be made to the administrator
or executor of the Employee’s estate. Any such administrator
or executor must furnish the Company with (a) written notice
of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to
said transfer.
B-1
8. Withholding of
Taxes . When Shares are issued as payment for vested
Performance Shares, the Company (or the employing Subsidiary) will
withhold a portion of the Shares that have an aggregate market
value suffic
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