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EXECUTIVE SEVERANCE AGREEMENT

Termination Severance Agreement

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This Termination Severance Agreement involves

Planar Systems, Inc

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Title: EXECUTIVE SEVERANCE AGREEMENT
Governing Law: Oregon     Date: 8/15/2007

EXECUTIVE SEVERANCE AGREEMENT, Parties: planar systems  inc
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Exhibit 10.1

EXECUTIVE SEVERANCE AGREEMENT

 

PARTIES:    Planar Systems, Inc.    (“Company”)
   1195 NW Compton Drive   
   Beaverton, Oregon 97006   
   [Executive’s Name]    (“Executive”)
   [Executive’s Address]   
DATE:    June 25, 2007    (“Effective Date”)

RECITAL:

The Board of Directors of the Company considers the maintenance of sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, and in order to induce Executive to remain employed by the Company in the face of longer-term uncertainties including a potential change of control of the Company and the potential impact of such uncertainties on Executive’s position with the Company, this Agreement, which has been approved by the Company’s Board of Directors, sets forth the severance benefits that the Company will provide to Executive in the event Executive’s employment with the Company is terminated under the circumstances described in this Agreement.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1Board ” shall mean the Board of Directors of the Company.

1.2Cause ” shall mean any of the following:

(i) Executive’s fraud or misrepresentation;

(ii) Executive’s theft or embezzlement of Company assets;

(iii) Executive’s commission of a felony involving moral turpitude;

(iv) Executive’s continued failure to satisfactorily perform the duties reasonably assigned to Executive (including observing all applicable Company employment polices), for a period of thirty (30) days after a written demand for such satisfactory performance that specifically and with reasonable detail identifies the manner in which it is alleged that Executive has not satisfactorily performed such duties; or

 

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(v) Executive’s material breach of this Agreement that, if curable, has not been cured within thirty (30) days after written notice to Executive of such breach.

1.3Change in Control ” shall mean the occurrence of any of the following events:

(i) The approval by the Company’s shareholders of a merger, statutory plan of exchange or consolidation to which the Company is a party, if the individuals and entities who were shareholders of the Company immediately prior to the effective date of such merger, plan of exchange or consolidation would have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power for election of directors of the surviving corporation immediately following the effective date of such merger or consolidation;

(ii) The acquisition (other than directly from the Company) by any person or entity, or group of associated persons or entities acting in concert, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing twenty-five percent (25%) or more of the total combined voting power of the Company’s then issued and outstanding securities;

(iii) The approval by the Company’s shareholders of the sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company to any person or entity that is not a wholly owned subsidiary of the Company;

(iv) The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company; or

(v) A change in the Board with the result that the members of the Board on the Effective Date hereof (the “Incumbent Directors”) no longer constitute a majority of such Board, provided that any person becoming a director whose election or nomination for election was supported by a majority of the Incumbent Directors shall be considered an Incumbent Director for purposes hereof.

1.4Company ” shall mean Planar Systems, Inc. and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.5Disability ” shall mean the inability of Executive to perform, with reasonable accommodation, if necessary, any essential functions of his or her position under this Agreement because of physical or mental incapacity for a period of one hundred twenty (120) days in the aggregate during any twelve (12)-month period.

1.6Good Reason ” shall mean that any one or more of the following events occurs or condition exists, without Executive’s express written consent; provided, however, that Executive shall have given written notice to Company of such event or condition alleged to comprise “Good Reason” and thirty (30) days shall have passed with no cure having been made:

(i) A reduction by the Company in Executive’s Base Salary or any failure to pay Executive, when due, any compensation or benefits to which Executive is entitled;

 

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(ii) A significant reduction by the Company in the total benefits available to Executive under cash incentive, stock incentive or other employee benefit plans after a Change of Control as compared to the total package of such benefits as in effect prior to the Change of Control;

(iii) A requirement by the Company that Executive be based anywhere other than within 25 miles of Beaverton, Oregon;

(iv) The Company’s failure to obtain an agreement, reasonably satisfactory to Executive, from any successor or assign of the Company to assume and agree to perform the Company’s obligations under this Agreement;

(v) Reassignment of Executive to a different title, job or responsibilities that result in a significant decrease in the level of responsibility of Executive after a Change of Control as compared with Executive’s level of responsibility for the Company’s operations prior to the Change of Control; provided that Good Reason shall not exist if Executive continues to have substantially the same or greater responsibilities for the former Company operations after the Change of Control as Executive had prior to the Change of Control even if the former Company operations are a subsidiary or division of the surviving company; or

(vi) Any material breach of this Agreement by the Company.

ARTICLE 2

EMPLOYMENT

2.1 Employment . Executive is currently employed by the Company as                      . The Company and Executive acknowledge that either party may terminate this employment relationship at any time for any or no reason, subject to the obligation of the Company to provide the severance benefits set forth in this Agreement in accordance with the terms hereof.

2.2 Duties . Executive shall devote his full-time and best efforts to the Company and to fulfilling the duties of his position. Executive shall comply with the Company’s policies and procedures to the extent that they are not inconsistent with this Agreement, in which case the provisions of this Agreement shall prevail.

2.3 Term . The term of this Agreement (the “Term”) shall begin on the Effective Date hereof and remain in effect until the earlier of: (i) termination pursuant to Article 4 of this Agreement or (ii) October 1, 2008; provided, however, that commencing on October 1, 2008 and each anniversary thereafter, the Term shall automatically be extended for one additional year unless at least 90 days prior to such anniversary, Executive or the Company shall have given written notice to the other that the Term shall not be extended; provided further, however, that if a Change in Control shall have occurred, the Agreement shall remain in effect until the earlier of: (i) termination pursuant to Article 4 of this Agreement or (ii) twenty-four (24) months following the Change in Control.

 

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ARTICLE 3

TERMINATION

3.1 Termination . This Agreement may be terminated by either party by providing the other party with written notice that indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated (a “Notice of Termination”). For purposes of Section 3, if Executive is assigned additional or different titles, tasks or responsibilities from those currently held or assigned, consistent with Executive’s general areas of professional expertise and with no decrease in annual base compensation, whether with the Company or any subsidiary of the Company, such circumstances shall not constitute termination of Executive’s Employment or this Agreement.

3.2 Executive’s Resignation. Executive may terminate this Agreement and Executive’s employment upon thirty (30) days’ advance Notice of Termination. Upon termination by Executive pursuant to this Section 3.2, Company shall pay Executive:

(i) Base Salary and Annual Bonus, if any, earned and payable through the effective date of such termination, together with any other compensation or benefits that have been earned or become payable as of the date of termination but have not yet been paid to Executive;

(ii) Pay-out of accrued paid time off in accordance with Company policies; and

(iii) Reimbursement of business expenses incurred through the effective date of such termination (items 3.2 (i), (ii) and (iii) shall be referred to collectively as the “Accrued Obligations”).

3.3 Termination by the Company for Cause . Company may terminate this Agreement and Executive’s employment immediately for Cause upon Notice of Termination. Upon termination by Company for Cause pursuant to this Section 3.3, Executive shall be paid the Accrued Obligations.

3.4 Termination by the Company Without Cause. The Company may terminate this Agreement and Executive’s employment without Cause upon thirty (30) days’ advance Notice of Termination; provided, however, that the Company may in its sole discretion make termination of the Agreement and Executive’s employment effective immediately upon Notice of Termination, in which case, in addition to the payments otherwise required by this Section 3.4, Executive shall be paid his Base Salary through a notice period of thirty (30) days. The Company’s failure to at any time renew the term of this Agreement under Section 2.3 shall be deemed a termination of this Agreement and Executive’s employment without Cause. If the Company terminates Executive’s employment without Cause pursuant to this Section 3.4, Executive shall be entitled to receive the Accrued Obligations and, subject to satisfaction of the Release of Claims requirement specified in Section 3.13 below, shall be entitled to the benefits specified under either subparagraph (i) or subparagraph (ii) below:

 

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(i) No Change in Control Has Occurred . If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4:

A. For a period of twelve (12) months following the effective date of Executive’s termination, the Company shall continue to pay Executive his/ her Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s normal payroll practices;

B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; and

C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period.

(ii) Change in Control Has Occurred . If Executive’s termination pursuant to this Section 3.4 occurs within twenty-four (24) months following a Change in Control or if Executive is terminated pursuant to this Section 3.4 and a Change in Control occurs within ninety (90) days following Executive’s termination:

A. Each month for a period of twelve (12) months following the effective date of Executive’s termination, the Company shall continue to pay Executive: (i) Executive’s Base Salary at the rate in effect just prior to the time a Notice of Termination is delivered plus (ii) one-twelfth of 100% of Executive’s targeted annual bonus (or other variable compensation program) for the year in which Notice of termination is delivered. Payments shall be made according to the Company’s normal payroll practices;

B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under COBRA, the Company shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months;

C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) the outplacement services are performed within such 12-month period; and

D. All outstanding options to purchase stock of the Company (or any successor) held by Executive that are subject to time-based vesting and all grants of restricted Company stock held by Executive that are subject to time-based vesting shall become fully vested as of the effective date of Executive’s termination. In the event that

 

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there is a Change in Control within 90 days after Executive’s employment was terminated by the Company pursuant to this Section 3.4 and stock options or stock grants were terminated or forfeited to the Company upon Executive’s employment termination pursuant to their terms (because the Change in Control had not occurred at the time of employment termination), the Company shall pay Ex


 
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