Exhibit 10.22
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE
PLANAR SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
PLANAR SYSTEMS, INC. ("Planar" or the "Company") hereby grants to
____________________ ("Grantee") on May 24, 1999 (the "Award Date"), a
Restricted Stock Award (the "Award") of the right to receive _________ shares of
the Company's no par value common stock ("Shares") pursuant to the Planar
Systems, Inc. 1996 Stock Incentive Plan as amended (the "Plan"). This Award is
subject to the terms of the Plan and the following terms and conditions:
1. No Rights as Shareholder Prior to Issuance and Delivery of Shares.
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Grantee shall not be deemed for any purpose to be a shareholder of the Company
as to any shares subject to this Award until the Shares have vested and been
issued and delivered to Grantee in accordance with the Plan and this Agreement.
2. Issuance and Delivery of Shares.
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a. Vesting Schedule. Except as the Plan or this Agreement may
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otherwise provide, the Shares shall vest and be issued and delivered on May 24,
2001.
b. Acceleration. Subject to any restrictions specified in the Plan,
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notwithstanding any other provision of this Agreement the Compensation Committee
of the Board of Directors of the Company (the "Committee") may at any time, in
its sole discretion, accelerate the date of issuance and delivery of all or a
portion of the Shares subject to this Award.
3. Termination of Employment. This Award shall immediately vest and the
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Shares shall be immediately issued and delivered to Grantee pursuant to this
Award in the event that Grantee's "Continuous Status as an Employee or
Consultant" (as defined in the Plan) terminates before May 24, 2001 because (i)
the Company terminates Grantee's employment for any reason other than for
"Cause" (as defined below), or (ii) Grantee terminates his or her employment
with the Company for "Good Reason" (as defined below) after a "Change of
Control" (as defined below).
4. Definitions.
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a. "Cause" shall mean any of the following events:
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i. Grantee has been convicted of, plead guilty to or plead nolo
contendre to a felony;
ii. Grantee has committed any fraud, theft, embezzlement or
misappropriation in connection with the Company's business; or
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iii. Grantee has willfully or repeatedly failed to perform his or
her duties or comply with significant Company policies, and such conduct has not
been cured within 30 days after written notice thereof.
b. "Change of Control" shall mean any of the following events:
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i. the approval by the Company's shareholders of a merger 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 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 of
all or substantially all of the assets of the Company to any person or entity
which is not a wholly-owned subsidiary of the Company; or
iv. the approval by the Company's shareholders of any plan or
proposal for the liquidation of the Company.
c. "Good Reason" shall mean a good faith determination by Grantee,
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in Grantee's reasonable judgment, that any one or more of the following events
has occurred without Grantee's express written consent, after a Change of
Control:
i. A change in Grantee's reporting responsibilities, titles or
offices as in effect immediately prior to the Change of Control, or any removal
of Grantee from, or any failure to re-elect Grantee to, any of such positions,
which has the effect of materially diminishing Grantee's responsibility or
authority;
ii. A reduction by Company in Grantee's Base Salary as in effect
immediately prior to the Change of Control or any failure to pay Grantee any
compensation or benefits to which he or she is entitled when due;
iii. A requirement by Company that Grantee be based anywhere
other than within 25 miles of Grantees's job location at the time of the Change
of Control;
iv. Without replacement by plans, programs or arrangements
which, taken as a whole, provide benefits to Grantee at least reasonably
comparable to those discontinued
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or adversely affected, (A) the failure by Company to continue in effect (without
reduction in benefit level and/or reward opportunities), any material
compensation or employee benefit plan, program or arrangement in which Grantee
was participating immediately prior to a Change of Control; or (B) the taking of
any action by Company that would materially adversely affect Grantee's
participation or materially reduce Grantee's benefits under any of such plans,
programs or arrangements;
v. The failure by Company to obtain an agreement, reasonably
satisfactory to Grantee, from any successor or assign of the Company to assume
and agree to perform this Agreement; or
vi. Any material breach of this Agreement by Company which
breach is not remedied for a period of sixty (60) days following written notice
by Grantee to Company, which notice specifically identifies the nature of the
breach.
5. Nontransferability of this Award. This Award may not be sold,
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transferred, assigned, pledged, or encumbered and any such attempted action
shall be void. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Grantee.
6. Withholding Taxes. To the extent that the vesting, issuance and
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delivery of any Shares pursuant to this Agreement results in income to Grantee
for federal or state income tax purposes, Grantee shall deliver to the Company
at the time of such vesting, issuance and delivery such amount of money as the
Company may require to meet its withholding obligation under applicable tax laws
or regulations, and, if Grantee fails to do so, the Company is authorized to
withhold from any cash or other remuneration then or thereafter payable to
Grantee any tax required to be withheld by reason of such resulting compensation
income.
7. Tax Consequences. Some of the federal tax consequences relating to
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this Award, as of the date of this Award, are set forth below. Although Oregon
tax consequences for Oregon residents are substantially similar to the federal
tax consequences discussed below, the Company has not reviewed the tax laws of
other states which may apply if the Grantee is not an Oregon resident. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND STATE AND FEDERAL TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISOR
BEFORE DISPOSING OF THE SHARES.
Grantee will recognize ordinary income for the full amount of the fair
market value of all Shares that are vested, issued and delivered to Grantee
pursuant to this Agreement on the date that such Shares vest. If permitted under
the Company's Executive Deferred Compensation Plan (the "Deferred Compensation
Plan"), Grantee could defer the ordinary income impact by electing to include
the Shares that will vest under this Agreement in the Deferred Compensation Plan
pursuant to the terms and conditions thereof. Grantee would then have to
recognize ordinary income for the market value of the stock as of the date the
shares are removed from the Deferred Compensation Plan. The payout periods and
early withdrawal election periods would be as set forth in the Deferred
Compensation Plan.
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Once Grantee has recognized ordinary income on Shares vesting pursuant to
this Agreement, any further appreciation in the value of such Shares would be
taxed in accordance with capital gains regulations.
8. Termination of Agreement. This Agreement shall terminate on the
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earlier of Grantee's Date of Termination or May 25, 2001.
A copy of the Plan as amended through the date hereof has been delivered to
Grantee, receipt of which Grantee hereby acknowledges, and shall control in the
event of a discrepancy between this Agreement and the Plan. Defined terms used
in this Agreement and not otherwise defined herein shall have the meanings
ascribed thereto in the Plan.
PLANAR SYSTEMS, INC.
By:_______________________
Accepted as of May 24, 1999:
GRANTEE
[Name]
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