Exhibit 10.3
October 10,
2008
[Name]
1195 NW Compton Dr.
Beaverton, OR 97006
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Re:
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Amendments
to Performance Shares in Planar Systems, Inc.
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Dear [Name]:
The Board of Directors of Planar
Systems, Inc. (the “Company”) has amended your
outstanding performance shares listed on Appendix A to this
letter (the “Performance Shares”) to modify the vesting
schedule of the Performance Shares, to provide for the payment of
cash dividends on Shares while the Performance Shares are
outstanding, in each case on the terms and conditions set forth in
the amended Performance Share Grant Notice and Performance Share
Agreement attached as Appendix B to this letter (the
“Amended Grant Terms”) and otherwise conform the terms
and conditions of the Performance Shares to those of the Amended
Grant Terms.
If the Company does not receive your
consent to this amendment as provided below, the amendment of the
Performance Shares as described above will have no effect. To
acknowledge and consent to this amendment, please sign and deliver
to me no later than November 5, 2008 the Acknowledgment
contained in the extra copy of this letter provided for that
purpose so indicating your consent to the amendment of the
Performance Shares and your acceptance and agreement with the terms
of this letter. Please attach a copy of this letter and your
amended Performance Share Grant Notice and Performance Share
Agreement evidencing the Performance Shares to your copy of each
Performance Share Grant Notice and Performance Share Agreement
evidencing the Performance Shares.
Please do not hesitate to contact
Diana Baumgartner at (503) 748-6789 if you have any questions
regarding this matter.
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Very truly
yours,
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[CEO or
Chairman of the Board]
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ACKNOWLEDGED
AND ACCEPTED
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By:
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Name:
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Date:
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APPENDIX B
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
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.
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.
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.
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 App
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