EX-10.2 3 dex102.htm FORM OF DEFERRED STOCK AGREEMENT DEFERRED STOCK AWARD AGREEMENT For Grantees Located Inside the United States Awarded to: [participant name] Award Date: [grant date] Number of Shares: [shares]
Exhibit 10.2
DEFERRED STOCK AWARD AGREEMENT
For Grantees Located Inside the United States
Awarded to: [participant name]
Award Date: [grant date]
Number of Shares: [shares]
This Deferred Stock Award Agreement (“Award”) is made between FLIR Systems, Inc., an Oregon corporation (“the Company”) and you, an Employee or Consultant of the Company or one of its Subsidiaries (“Grantee”).
Company sponsors the 2002 Stock Incentive Plan (the “Plan”). The Plan governs the terms of this Award and controls in the event of any ambiguity. A copy of the Plan as amended can be found on the Company intranet or may be obtained by contacting the Company’s Human Resources Department. The terms and provisions of the Plan are incorporated herein by reference. By signing this Award, you acknowledge that you have obtained and reviewed a copy of the Plan. When used herein, the terms that are defined in the Plan shall have the meanings given to them in the Plan, including the term “Administrator,” which means the Compensation Committee of the Company’s Board of Directors.
This Award entitles Grantee to receive the above-stated number of shares (“Shares”) of the Company’s Common Stock under the Plan. This Award is subject to the Plan and the terms and conditions set forth below.
Your failure to execute this Agreement by December 31, 2007 may result in its cancellation.
In recognition of the value of your contribution to the Company, you and the Company mutually covenant and agree as follows:
1. No Rights as Shareholder Prior to Issuance and Delivery of Shares. 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 been issued and delivered to Grantee in accordance with the Plan and this Award.
3. Rights of Grantee with Respect to Shares Delivered. Grantee shall enjoy all shareholder rights with respect to Shares that have been issued and delivered and such Shares shall no longer be subject to the terms of the Plan or this Award.
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5. Nontransferability of this Award. This Award may not be sold, transferred, assigned, pledged, or encumbered and any such attempted action shall be void.
If the Administrator withholds Shares to satisfy the withholding obligation, the following rules apply:
(a) The value of the Shares withheld or transferred must equal (or exceed by at most a fractional Share) the withholding obligation.
(b) The value of the Shares withheld or transferred shall be the Fair Market Value determined as of the vesting date.
(c) The election is subject to the consent or disapproval of the Administrator.
9. Governing Law. This Award is governed by, and subject to, the laws of the State of Oregon, as provided in the Plan.
For purposes of litigating any dispute that arises under this Award or the Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Oregon, and agree that such litigation shall be conducted in the appropriate state or federal courts of Oregon.
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FLIR SYSTEMS, INC. | GRANTEE |
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