Exhibit 10.2
PLANAR SYSTEMS,
INC.
NONQUALIFIED STOCK OPTION
AGREEMENT
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To: Stephen M.
Going
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Date of Grant: March 5,
2007
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We are pleased to
inform you that pursuant to your Letter Agreement dated as of
March 5, 2007 with Planar Systems, Inc. (the
“Company”), the Board of Directors (the
“Board”) of the Company has awarded you a nonqualified
stock option for the purchase of seventy thousand
(70,000) shares (the “Shares”) of the
Company’s common stock at an exercise price determined by the
closing price at the end of market trading on March 5
th
,
2007.
1. TERM. The term of the option is
seven years from date of grant, unless sooner
terminated.
2. VESTING. Except as otherwise
provided by the Letter Agreement between you and the Company dated
January 22nd, 2007, the option will vest and become
exercisable according to the following schedule: the option will
vest with respect to thirty-three percent (33%) of the Shares
on March 5, 2008 and, thereafter, the option will vest with
respect to eight and one quarter percent (8.375%) of the
Shares on the last day of each fiscal quarter of the Company,
beginning with the quarter ending June, 2008.
3. EXERCISE. During your lifetime
only you can exercise the option. The option may be exercised by
the personal representative of your estate, by the beneficiary you
have designated on forms prescribed by and filed with the Company,
or the beneficiary of your estate following your death. You may use
the Notice of Exercise of Nonqualified Stock Option in the form
attached to this Agreement when you exercise the option.
4. PAYMENT FOR SHARES. The option
may be exercised by the delivery of:
a. Cash, personal check (unless, at
the time of exercise, the Company determines otherwise), bank
certified or cashier’s check;
b. Unless the Compensation Committee
of the Board (the “Committee”) in its sole discretion
determines otherwise, shares of the capital stock of the Company
held by you for a period of at least six months having a fair
market value at the time of exercise, as determined in good faith
by the Board, equal to the exercise price;
c. A properly executed exercise
notice together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds
to pay the exercise price; or
1 – NONQUALIFIED STOCK OPTION
AGREEMENT
d. Instructions to the Company to
withhold from the Shares that would otherwise be issued on the
exercise that number of Shares having a fair market value at the
time of such exercise equal to the aggregate exercise price of the
options being exercised.
5. WITHHOLDING TAXES. As a condition
to the exercise of the option, you must make such arrangements as
the Company may require for the satisfaction of any federal, state
or local withholding tax obligations that may arise in connection
with such exercise.
6. TERMINATION. If your employment
with the Company terminates, and unless by its terms the option
sooner terminates or expires, then you may exercise, for a
twelve-month period following the termination of your employment,
that portion of the option which is exercisable at the time of such
termination, but the option will terminate at the end of such
period following such termination as to all Shares for which it has
not theretofore been exercised.
7. DEATH OF OPTIONEE. If you die
while having a relationship with the Company or within the 12-month
period following cessation of such relationship, and unless by its
terms the option sooner terminates or expires, this option may be
exercised within one year after your death by the personal
representative of your estate or by the person or persons to whom
your rights under the option pass (i) by will or by the
applicable laws of descent and distribution or (ii) by a
designation or transfer, but the option will terminate at the end
of such period following your death as to all Shares for which it
has not theretofore been exercised.
8. TRANSFERABILITY OF OPTION. This
option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by
the applicable laws of descent and distribution and shall not be
subject to execution, attachment or similar process. This option is
personal to you and is exercisable solely by you. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this
option or of any right or privilege conferred hereby, contrary to
the provisions hereof, or the sale or levy or any attachment or
similar process upon the rights and privileges conferred hereby
will be null and void. Notwithstanding the foregoing, to the extent
permitted by applicable law and regulation, the Company, in its
sole discretion, may permit you to (i) during your lifetime,
designate a person who may exercise the option after your death by
giving written notice of such designation to the Company (such
designation may be changed from time to time by you by giving
written notice to the Company revoking any earlier designation and
making a new designation) or (ii) transfer the option and the
rights and privileges conferred hereby.
9. NO STATUS AS SHAREHOLDER. Neither
you nor any
