Planar Systems Inc Sample Contracts

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RECITAL:
Employment Agreement • December 23rd, 1999 • Planar Systems Inc • Electronic components, nec • Oregon
FOR
Lease Agreement • December 21st, 2001 • Planar Systems Inc • Electronic components, nec • Oregon
INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 26th, 2014 • Planar Systems Inc • Electronic components, nec • Oregon

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of November 25, 2014 between Planar Systems, Inc., an Oregon corporation (the “Company”), and Ryan W. Gray (“Indemnitee”).

ARTICLE I. DEFINITIONS
Securities Purchase Agreement • May 9th, 2002 • Planar Systems Inc • Electronic components, nec • New York
RESTRICTED STOCK AWARD AGREEMENT UNDER THE PLANAR SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement • December 23rd, 1999 • Planar Systems Inc • Electronic components, nec
FIRST AMENDMENT
Agreement and Plan of Merger • January 8th, 2001 • Planar Systems Inc • Electronic components, nec • Oregon
RIGHTS AGREEMENT by and between PLANAR SYSTEMS, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated as of February 3, 2006
Rights Agreement • February 9th, 2006 • Planar Systems Inc • Electronic components, nec • Oregon

RIGHTS AGREEMENT, dated as of February 3, 2006 (the “Agreement”), by and between PLANAR SYSTEMS, INC., an Oregon corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, as rights agent (the “Rights Agent”);

AGREEMENT AND PLAN OF MERGER by and among LEYARD AMERICAN CORPORATION, LEOPARD ACQUISITION CORPORATION, LEYARD OPTOELECTRONIC CO., LTD. and PLANAR SYSTEMS, INC. Dated as of August 12, 2015
Agreement and Plan of Merger • August 13th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 12, 2015, by and among Leyard American Corporation, a Delaware corporation (“Parent”), Leopard Acquisition Corporation, an Oregon corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Leyard Optoelectronic Co., Ltd., the indirect owner of all of the issued and outstanding capital stock of Parent (the “Guarantor”), and Planar Systems, Inc., an Oregon corporation (the “Company”).

BY AND AMONG
Agreement and Plan of Merger • July 20th, 1999 • Planar Systems Inc • Electronic components, nec • New York
AMONG
Agreement and Plan of Merger • January 8th, 2001 • Planar Systems Inc • Electronic components, nec • Oregon
EXHIBIT 10.2 CREDIT AGREEMENT
Credit Agreement • May 3rd, 2002 • Planar Systems Inc • Electronic components, nec • Oregon
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 27th, 2013 • Planar Systems Inc • Electronic components, nec • Oregon

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 21, 2013 (the “Effective Date”) by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”) with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021, and (ii) PLANAR SYSTEMS, INC., an Oregon corporation (“Planar”), CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation (“Clarity”), PLANAR CHINA LLC, an Oregon limited liability company (“Planar China”) and PLANAR TAIWAN LLC, an Oregon limited liability company (“Planar Taiwan” and together with Planar, Clarity and Planar China, individually and collectively, jointly and severally, the “Borrower”), with a principal place of business located at 1195 NW Compton Way, Beaverton, Oregon 97006, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

RECITALS
Stock Purchase Agreement • October 10th, 1997 • Planar Systems Inc • Electronic components, nec • Oregon
PLANAR SYSTEMS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 4th, 2009 • Planar Systems Inc • Electronic components, nec • Oregon

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:

SECOND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 4th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon

WHEREAS, the Company and Executive previously entered into an executive severance agreement as of June 25, 2007, which was subsequently amended and restated as of December 31, 2008; and

PLANAR SYSTEMS, INC. RESTRICTED STOCK UNIT AWARD NOTICE
Restricted Stock Unit Award Agreement • February 11th, 2013 • Planar Systems Inc • Electronic components, nec • Oregon

Planar Systems, Inc. (the “Company”) hereby grants to you a Restricted Stock Unit Award (the “Award”). The Award is subject to all the terms and conditions set forth in (i) this Restricted Stock Unit Award Notice (the “Award Notice”), (ii) the Restricted Stock Unit Award Agreement and (iii) the Company’s 2009 Incentive Plan (the “Plan”), which are available as provided below and incorporated into the Award Notice in their entirety.

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PLANAR SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 8th, 2007 • Planar Systems Inc • Electronic components, nec

We are pleased to inform you that pursuant to your Letter Agreement dated as of April 10, 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 fifty thousand (50,000) 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 May 14th, 2007.

LEASE
Planar Systems Inc • December 22nd, 1997 • Electronic components, nec
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT PLANAR SYSTEMS, INC.
Employment Agreement • March 4th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon

WHEREAS, the Company and Executive previously entered into an executive employment agreement dated as of September 26, 2005, which was subsequently amended and restated as of December 31, 2008; and

EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2006 • Planar Systems Inc • Electronic components, nec • Oregon

The parties to this employment agreement (“Agreement”) dated this 18th day of July, 2006 are Planar Systems, Inc. (“Company”) and Paul Gulick (“Employee”).

SECOND AMENDED AND RESTATED KEY EMPLOYEE SEVERANCE AGREEMENT
Key Employee Severance Agreement • March 4th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon

WHEREAS, the Company and Employee previously entered into a key employee severance agreement as of March 1, 2012, which was subsequently amended and restated as of November 25, 2014; and

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2015 • Planar Systems Inc • Electronic components, nec

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 5th day of August, 2015, by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”) and (ii) PLANAR SYSTEMS, INC., an Oregon corporation (“Planar”), CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation (“Clarity”), PLANAR CHINA LLC, an Oregon limited liability company (“Planar China”) and PLANAR TAIWAN LLC, an Oregon limited liability company (“Planar Taiwan” and together with Planar, Clarity and Planar China, individually and collectively, jointly and severally, the “Borrower”).

STOCK PURCHASE AGREEMENT by and among NDS SURGICAL IMAGING, LLC, NDS IMAGING HOLDINGS, LLC and PLANAR SYSTEMS, INC. Dated as of August 6, 2008
Stock Purchase Agreement • August 12th, 2008 • Planar Systems Inc • Electronic components, nec • Delaware

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 6, 2008 by and among NDS Imaging Holdings, LLC, a Delaware limited liability company (“Purchaser”) and Planar Systems, Inc., an Oregon corporation (the “Seller”) and NDS Surgical Imaging, LLC, a Delaware limited liability company (“NDS”). Certain capitalized terms in this Agreement have the meanings ascribed thereto in Section 1.1.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 30th, 2007 • Planar Systems Inc • Electronic components, nec • Oregon

This THIRD AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of May 23, 2007, among Planar Systems, Inc., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent.

AMENDMENT TO LEASE AGREEMENT OF JUNE 1, 1998
Lease Agreement • November 23rd, 2011 • Planar Systems Inc • Electronic components, nec

The lease contract is extended for the period of January 1, 2012 to December 31, 2014 with previously agreed conditions. After the lease period the lessee has an option to extend the lease contract by 3 years under the same conditions by informing the use of this option 6 months before the expiration of the contract, this means by July 1, 2014. If the lessee does not use the option the lease contract continues until further notice with a mutual notice period of 12 months. As well as after the 3 years extension (the option) the lease contract continues until further notice with a mutual notice period of 12 months.

CONSULTING AGREEMENT
Consulting Agreement • December 14th, 2005 • Planar Systems Inc • Electronic components, nec

The parties to this Consulting Agreement (Agreement) are Planar Systems, Inc. (“Planar”) and Balaji Krishnamurthy (“Consultant”). Effective date is September 26, 2005.

WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Waiver and Fourth Amendment • December 14th, 2007 • Planar Systems Inc • Electronic components, nec • Oregon

This WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of December 10, 2007, among Planar Systems, Inc., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2010 • Planar Systems Inc • Electronic components, nec • Oregon

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered into as of November 18, 2010, among PLANAR SYSTEMS, INC., an Oregon corporation (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • December 14th, 2005 • Planar Systems Inc • Electronic components, nec

The parties to this Separation Agreement and Release (“Agreement”) dated this 26th day of September, 2005, are Planar Systems, Inc. (“Planar”), and Balaji Krishnamurthy (“Executive”).

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