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EXHIBIT 4.1.5
FORM OF RESTRICTED STOCK AGREEMENT
IN FOCUS SYSTEMS, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement") is made and
entered into as of April 22, 1998 (the "Match Date") by and between In Focus
Systems, Inc., an Oregon corporation (the "Corporation"), and ______________
("Participant").
WHEREAS, Participant is an elected or appointed officer or
director of the Corporation or one or more of its subsidiaries; and
WHEREAS, pursuant to the Officer and Director Stock Ownership
Program (the "Program") created under the Corporation's 1998 Stock Incentive
Plan (the "Plan"), the Board of Directors or a Committee thereof (the "Plan
Administrator") has approved the award to Participant of shares of the
Corporation's Common Stock ("Shares") on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto agree as follows:
1. AWARD.
1.1 Participant is the beneficial owner of that number
of Shares that were purchased by Participant between January 1, 1996 and the
Match Date as set forth on Schedule I hereto (the "Matched Shares").
1.2 For purposes of Section 1.1:
1.2.1 The term "beneficial owner" shall have the
same meaning given to that term for purposes of preparing the beneficial
ownership table in the Corporation's proxy statement for its annual meeting of
shareholders.
1.2.2 The term "purchase" shall mean any
acquisition of Shares pursuant to the exercise of any stock option awarded to
Participant under one or more stock option or incentive plans of the
Corporation, or any open market purchase that has been pre-approved by the
Compliance Officer.
1.3 The Corporation hereby awards to Participant, and
Participant hereby accepts, as of the Match Date, _________ Restricted Shares,
which represents one Restricted Share for every two Matched Shares, rounded up
to the nearest whole share. The Restricted Shares shall be subject to the terms
and conditions of this Agreement, and the terms and conditions set forth in the
Plan as the same may be amended from time to time.
2. VESTING.
2.1 Subject to the restrictions and conditions set
forth in the Plan, the Restricted Shares shall vest as follows:
2.1.1 Each Restricted Share granted pursuant to
this Agreement shall vest at the end of the three (3) year period, commencing on
the Match Date, of Participant's continuous service as an elected or appointed
officer or director of the Corporation; provided, however, that if Participant
does not continue to hold his or her Matched Shares throughout such period, the
portion of Participant's Restricted Shares (determined by the Plan Administrator
in its absolute discretion) that bears the same ratio as the Matched Shares that
Participant does not continue to hold during such period bears to the total
Matched Shares shall vest at the end of the nine (9) year period, commencing on
the Match Date, of Participant's continuous service as an elected or appointed
officer or director of the Corporation.
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2.1.2 In the event Participant for any reason
ceases to serve as an elected or appointed officer or director of the
Corporation, whether by dismissal, resignation, disability or otherwise, all
unvested Restricted Shares shall be forfeited; provided, however, that in the
event Participant ceases to serve as an elected or appointed officer or director
of the Corporation by reason of such Participant's death, all unvested
Restricted Shares shall immediately vest.
2.1.3 Notwithstanding anything to the contrary in
this Section 2.1, all unvested Restricted Shares shall be forfeited immediately
upon determination by the Plan Administrator (in its absolute discretion) that
Participant has (i) made unauthorized disclosure of confidential information
relating to the Corporation, (ii) failed to assign to the Corporation any
invention which Participant is obligated to assign to the Corporation pursuant
to written agreement or otherwise, or (iii) breached the terms of any written
agreement in effect between the Corporation and Participant relating to
confidentiality, nondisclosure or ownership of inventions.
2.2 For purposes of Section 2.1:
2.2.1 Participant shall "continue to serve as an
elected or appointed officer or director of the Corporation" if Participant
remains an elected or appointed officer or director of the Corporation or its
subsidiaries at all times during the applicable period. Medical leave approved
by the Plan Administrator, in its absolute discretion, shall not be considered
an interruption of service for this purpose.
2.2.2 Participant shall "continue to hold" his or
her Restricted Shares if such Shares remain beneficially owned (as defined in
Section 1.2 hereof) by Participant at all times, and are not sold, assigned, or
pledged (as collateral for a loan, or as security for the performance of an
obligation, or for any other purpose) to any person at any time, during the
applicable period.
3. RESTRICTIONS. Until a Restricted Share vests pursuant to
Section 2.1 hereof, it shall not be liable for the debts, contracts or
engagements of Participant or successors in interest nor be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
other legal or equitable proceeding (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect; provided, however,
that nothing in this Section 3 shall prevent transfers by will or by the
applicable laws of descent and distribution, or by qualified domestic relations
order (as defined in the Plan).
4. ACCELERATION OF VESTING.
4.1 The Plan Administrator, in its absolute discretion,
may accelerate the vesting of any or all of the Restricted Shares at any time
and for any reason.
4.2 Notwithstanding anything to the contrary in this
Agreement, any unvested Restricted Shares shall become fully vested immediately
prior to the consummation of a reorganization (as defined in Section 10.4 of the
Plan), which results in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) less than a majority of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such reorganization.
5. ESCROW.
5.1 Until a Restricted Share vests, (i) the record
address of the holder of record of such Restricted Share shall be c/o the
Secretary of the Corporation at the address of the Corporation's principal
executive office, (ii) the stock certificates representing such Restricted Share
shall be held in escrow in the custody of the Secretary of the Corporation, duly
endorsed in blank or accompanied by a duly executed stock powers, and (iii) such
stock certificate shall contain the following legend:
"THE TRANSFER AND REGISTRATION OF TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS
PROVIDED IN A RESTRICTED STOCK AGREEMENT DATED AS OF APRIL 22, 1998 BY
AND BETWEEN THE CORPORATION AND ___________________."
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5.2 As soon as practical after the date upon which a
Restricted Share vests and provided Participant shall have paid the Withholding
Liability to the Corporation pursuant to Section 7.1 hereof, the Corporation
shall deliver to Participant or, at Participant's request, Participant's
designated broker, a certificate or certificates representing such Restricted
Shares, registered in Participant's name, which certificate or certificates
shall not contain the legend set forth in Section 5.1 above.
6. RIGHTS AS SHAREHOLDER. The holder of record of any
Restricted Share shall be entitled to exercise all voting rights with respect to
such share and to receive all dividends or distributions paid or made with
respect thereto.
7. MISCELLANEOUS PROVISIONS.
7.1 INCOME TAX WITHHOLDING. If the Corporation becomes
obligated to withhold an amount on account of any tax imposed in connection with
an award of Restricted Shares pursuant to this Agreement, including without
limitation, any federal, state, local or other income taxes, or any FICA, state
disability insurance tax or other employment tax, then Participant shall, on the
date the restrictions on the Restricted Shares lapse (or, if earlier, the date
that Participant makes an election under Section 83(b) of the Internal Revenue
Code, if any, or such other the date upon which the Corporation becomes so
obligated to withhold (the "Withholding Date")) pay such amount (the
"Withholding Liability") to the Corporation in cash or check payable to the
Corporation. Participant hereby consents to the Corporation withholding the full
amount of the Withholding Liability from any compensation or other amounts
otherwise payable to Participant (including, without limitation, any vested
Restricted Shares) if Participant does not pay the Withholding Liability to the
Company on the Withholding Date, and Participant agrees that the withholding and
payment of any such amount by the Corporation to the relevant taxing authorities
shall constitute full satisfaction of the Corporation's obligation to pay such
compensation of other amounts to Participant.
7.2 TAXABLE INCOME AND SECTION 83(b) ELECTION.
Participant understands that the taxable income recognized by Participant as a
result of the award of Restricted Shares hereunder, and the Withholding
Liability and Withholding Date with respect thereto, would be affected by a
decision by Participant to make an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended (an "83(b) Election"), with respect to the
Restricted Shares within thirty (30) days of the Match Date. Participant
understands and agrees that he or she will have the sole responsibility for
determining whether to make an 83(b) Election with respect to the Restricted
Shares, and for properly making such election and filing the election with the
relevant taxing authorities on a timely basis. Participant will not rely on the
Corporation for any advice in connection with the decision whether to make, or
procedures for making, an 83(b) Election with respect to the Restricted Shares.
Participant agrees to submit to the Corporation a copy of any 83(b) Election
with respect to the Restricted Shares immediately upon filing such election with
the relevant taxing authorities.
7.3 DISPUTES. Any dispute or disagreement that may
arise under or as a result of this Agreement, or any question as to the
interpretation of this Agreement, the Program or the Plan, shall be determined
by the Plan Administrator in its absolute discretion, and any such determination
shall be final, binding, and conclusive on all affected persons.
7.4 GOVERNING LAW. This Agreement shall be
administered, interpreted and enforced under the internal laws of the State of
Oregon, without regard to conflicts of laws thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the Match Date.
PARTICIPANT: CORPORATION:
IN FOCUS SYSTEMS, INC.
By:
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Name: Xxxxx X. Xxxxxxxx
------------------------------- Title: Vice-President, Human Resources
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