EXHIBIT 10.8 IN FOCUS SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT In Focus Systems, Inc., an Oregon corporation (the "Corporation"), through its Board of Directors or a Committee thereof (the "Plan Administrator"), has granted to ____________...Incentive Stock Option Agreement • March 19th, 1999 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.10 IN FOCUS SYSTEMS, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is made and entered into as of ____________(the "Match Date") by and between In Focus Systems, Inc., an Oregon corporation (the...Restricted Stock Agreement • March 19th, 1999 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.24 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT, dated as of December __, 1998 ("First Amendment"), to Rights Agreement dated as of July 16, 1997 (the "Rights Agreement"), between In Focus Systems, Inc., an Oregon corporation (the...Rights Agreement • March 19th, 1999 • In Focus Systems Inc • Computer peripheral equipment, nec
CREDIT AGREEMENTCredit Agreement • March 10th, 1998 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 4. In Focus Systems, Inc. and ChaseMellon Shareholder Services, L.L.C. as Rights Agent Rights Agreement Dated as of July 16, 1997 RIGHTS AGREEMENT Rights Agreement, dated as of July 16, 1997, between In Focus Systems, Inc., an Oregon...Rights Agreement • July 25th, 1997 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
EXHIBIT 10.9 IN FOCUS SYSTEMS, INC. EXECUTIVE NONSTATUTORY STOCK OPTION AGREEMENT In Focus Systems, Inc., an Oregon corporation (the "Corporation"), through its Board of Directors or a Committee thereof (the "Plan Administrator"), has granted to John...Nonstatutory Stock Option Agreement • March 19th, 1999 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
1 EXHIBIT 4.1.3Executive Stock Option Agreement • May 20th, 1998 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
AGREEMENT AND PLAN OF MERGER Dated as of April 10, 2009 by and among IMAGE HOLDINGS CORPORATION, IC ACQUISITION CORP. and INFOCUS CORPORATIONAgreement and Plan of Merger • April 13th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 10, 2009, by and among Image Holdings Corporation, an Oregon corporation (“Parent”), IC Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and InFocus Corporation, an Oregon corporation (the “Company”).
CREDIT AGREEMENTCredit Agreement • November 4th, 1996 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Sven SkaugOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 10,000 shares at a price of NOK 40 per share, plus 1% per month, calculated from November 1998.
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Kurt MüllerOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 30,000 shares at a price of NOK 62 per share. The stock option will be vested over a period of 3 years with one third per year.
INFOCUS CORPORATION FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 16th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
THIS AGREEMENT is made as of , by and between InFocus Corporation, an Oregon corporation (the “Corporation”), and (“Director”), a member of the Corporation’s Board of Directors (the “Board”).
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.25 SEVERANCE AGREEMENT (CEO) THIS SEVERANCE AGREEMENT, dated , 1999, is made by and between In Focus Systems, Inc., an...Severance Agreement • March 3rd, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2008 • Infocus Corp • Computer peripheral equipment, nec • Oregon
This Employment Agreement (this “Agreement”) is entered into as of January 21, 2008 (the “Effective Date”), by and between InFocus Corporation, an Oregon corporation, with its principal executive offices at 27500 SW Parkway Avenue, Wilsonville, Oregon 97070-8238 (the “Company”), and Lisa K. Prentice (“Executive”).
RIGHTS AGREEMENT INFOCUS CORPORATION And MELLON INVESTOR SERVICES LLC, As Rights Agent Dated as of January 7, 2009Rights Agreement • January 8th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
Rights Agreement, dated as of January 7, 2009, between InFocus Corporation, an Oregon corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2007 • Infocus Corp • Computer peripheral equipment, nec • New York
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 30, 2007, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent for the persons designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).
March 8, 2006Infocus Corp • March 9th, 2006 • Computer peripheral equipment, nec
Reference is hereby made to that certain Credit Agreement, dated as of October 25, 2004 (as amended to date, the “Credit Agreement”), by and among InFocus Corporation, an Oregon corporation (“Borrower”), the lenders from time to time signatory to the Credit Agreement (the “Lenders”) and Wells Fargo Foothill, Inc., a California corporation, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity, “Agent”). All capitalized terms used in this letter without definition shall have the meanings assigned thereto in the Credit Agreement.
FIFTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Infocus Corp • Computer peripheral equipment, nec • New York
THIS FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 4, 2008, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the successor to Wells Fargo Foothill, Inc. as administrative agent for the Lenders designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2009 • Infocus Corp • Computer peripheral equipment, nec • New York
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 15, 2008, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent for the persons designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).
LEASE AGREEMENT BASIC LEASE INFORMATIONInfocus Corp • March 19th, 2001 • Computer peripheral equipment, nec
The following Basic Lease Information is hereby incorporated into and made a part of the Lease between Landlord and Tenant to which it is attached. Each reference in the Lease to any of the Basic Lease Information shall mean the respective information set forth below, and such information shall be deemed incorporated as part of the terms provided under the particular Lease Section pertaining to such information. In the event of any conflict between any Basic Lease Information and the Lease, the Basic Lease Information shall control.
Agreement to Participate—Severance PlanInfocus Corp • March 12th, 2003 • Computer peripheral equipment, nec
This waiver includes, without limitation to, my severance agreement dated (indicate N/A if a previous agreement does not exist).
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10.26 EXHIBIT A TO SEVERANCE AGREEMENT RELEASE AND WAIVER OF CLAIMS AGREEMENT THIS AGREEMENT is made and entered into...Severance Agreement • March 3rd, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec • Oregon
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Tore Valderhaug You are hereby assigned the right to subscribe for 120,000 shares at a price of NOK 49.80 per share, plus 1% per...Option Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
The issue price is fixed at NOK 49.80 per share, plus an additional 1% of NOK 49.80 per month during the option's period of validity. The figure of NOK 49.80 corresponds to the shares' closing market price at the time the option was allocated, which was 18/10/99. The addition of 1% per month will take place from the time the shares are allocated until the option is redeemed. The issue price has been fixed taking account of current tax regulations and this means that no tax benefit has accrued from the allocation of options on 18/10/99. Please refer also to the description of the tax implications in the enclosed information.
SIXTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2009 • Infocus Corp • Computer peripheral equipment, nec • New York
THIS SIXTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 10, 2009, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the successor to Wells Fargo Foothill, Inc. as administrative agent for the Lenders designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Bård EkerOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 20,000 shares at a price of NOK 40 per share, plus 1% per month, calculated from November 1998.
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Dieter RentzelOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 15,000 shares at a price of NOK 62 per share. The stock option will be vested over a period of 3 years with one third per year.
April 27, 2009Infocus Corp • April 27th, 2009 • Computer peripheral equipment, nec
We are pleased to inform you that InFocus Corporation (“InFocus”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Image Holdings Corporation (“IHC”) and IC Acquisition Corp., a wholly owned subsidiary of IHC (“Purchaser”). IHC and Purchaser are controlled by John Hui, an accomplished entrepreneur. Pursuant to the Merger Agreement, Purchaser has commenced a tender offer (the “Offer”) for each share of InFocus common stock, at a price per share of $0.95 net to the seller in cash, without interest and subject to any required withholding of taxes. The Offer is subject to conditions, including the tender of a minimum of 65% of the outstanding shares of InFocus common stock on a fully diluted basis, the absence of a material adverse change with respect to InFocus, and other customary conditions. If successful, the Offer will be followed by the merger of Purchaser into InFocus (the “Merger”), as a result of which each share of InFocus common stock not purchased
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Thierry Ollivier You are hereby assigned the right to subscribe for 45,000 shares at a price of NOK 49 per share, plus 1% per month,...Option Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
The issue price is fixed at NOK 49 per share, plus an additional 1% of NOK 49 per month during the option's period of validity. The figure of NOK 49 corresponds to the shares' closing market price at the time the option was allocated, which was 02/08/99. The addition of 1% per month will take place from the time the shares are allocated until the option is exercised. The issue price has been fixed taking account of current tax regulations and this means that no tax benefit has accrued from the allocation of options on 02/08/99. Please refer also to the description of the tax implications in the enclosed information.
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Trond SchauOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 10,000 shares at a price of NOK 40 per share plus 1% per month, calculated from November 1998.
SHAREHOLDERS AGREEMENT AMONG INFOCUS CORPORATION A Cayman Subsidiary of InFocus Corporation TCL CORPORATION AND TCL Optoelectronic Tech (Shenzhen) Co., Ltd. Dated as of December 14, 2004 with respect to SOUTH MOUNTAIN TECHNOLOGIES, LTD.Shareholders Agreement • December 20th, 2004 • Infocus Corp • Computer peripheral equipment, nec • Hong Kong
THIS AGREEMENT is made as of December 14, 2004, by and among InFocus Corporation, a corporation duly organized and existing under the laws of Oregon, U.S.A., and a wholly-owned Cayman Island subsidiary of InFocus Corporation, hereinafter “InFocus Cayman” as one party (hereinafter individually and collectively referred to as “InFocus,” as applicable), and TCL Corporation, a company limited by shares duly organized and existing under the laws of the PRC, and TCL Optoelectronic Tech (Shenzhen) Co., Ltd. (“TCL Optoelectronic”), a limited liability company duly organized and existing under the laws of the PRC (hereinafter individually and collectively referred to as “TCL,” as applicable), as the other party.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2007 • Infocus Corp • Computer peripheral equipment, nec • New York
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2007, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent for the persons designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”), and INFOCUS CORPORATION, an Oregon corporation (“Borrower”).
DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT BETWEEN INFOCUS CORPORATION AND FUNAI ELECTRIC CO., LTDDevelopment, Purchase and License Agreement • March 4th, 2005 • Infocus Corp • Computer peripheral equipment, nec • California
This DEVELOPMENT; PURCHASE AND LICENSE AGREEMENT (hereinafter referred to as the “Agreement”) dated September 13, 2002, is entered into between FUNAI ELECTRIC Co., LTD., a Japanese corporation (“FUNAI”), with its principal place of business at 7-7-1 Nakagaito, Daito, Osaka, and INFOCUS Corporation (“INFOCUS”), an Oregon corporation with its principal place of business at 277008 SW Parkway Avenue, Wilsonville, Oregon 97070, USA.
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Stig Herbern You are hereby assigned the right to subscribe for 21,000 shares at a price of NOK 62 per share, plus 1% per month,...Option Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
The issue price is fixed at NOK 62 per share, plus an additional 1% of NOK 62 per month during the option's period of validity. The figure of NOK 62 corresponds to the shares' closing market price on the date the option was allocated, which was 08/12/99. The addition of 1% per month will take place from the time the shares are allocated until the option is exercised. The issue price has been fixed taking account of current tax regulations and this means that no tax benefit has accrued from the allocation of options on 08/12/99. Please refer also to the description of the tax implications in the enclosed information.
ORIGINAL EQUIPMENT MANUFACTURER (“OEM”) AGREEMENTOriginal Equipment Manufacturer • June 26th, 2006 • Infocus Corp • Computer peripheral equipment, nec • Texas
This agreement (“Agreement”) is effective on December 1st, 2005, (the “Effective Date”) between Texas Instruments Incorporated, a Delaware corporation acting through DLP® Products (“TI”) and InFocus Corporation, a Oregon corporation (“OEM”), and its wholly- owned subsidiaries.
Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Pål Chr. AndersenOption Agreement • July 7th, 2000 • In Focus Systems Inc • Computer peripheral equipment, nec
You are hereby assigned the right to subscribe for 10,000 shares at a price of NOK 46.80 per share, plus 1% per month, calculated from 01/04/99 (effective 06/04/99).
