PLANAR SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.37
PLANAR SYSTEMS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
To: Xxxxxx Xxxxxx | Date of Grant: September 26, 2005 |
We are pleased to inform you that pursuant to your Executive Employment Agreement dated as of September 26, 2005 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 two hundred forty thousand (240,000) shares (the “Shares”) of the Company’s common stock at an exercise price of $7.85 per share.
1. TERM. The term of the option is ten years from date of grant, unless sooner terminated.
2. VESTING. Except as otherwise provided by the Executive Employment Agreement between you and the Company dated September 26, 2005, the option will vest and become exercisable according to the following schedule: the option will vest with respect to twenty-five percent (25%) of the Shares on September 29, 2006 and, thereafter, the option will vest with respect to six and one quarter percent (6.25%) of the Shares on the last day of each fiscal quarter of the Company, beginning with the quarter ending December 29, 2006.
4. PAYMENT FOR SHARES. The option may be exercised by the delivery of:
a. Cash, personal check (unless, at the time of exercise, the Company determines otherwise), bank certified or cashier’s check;
b. Unless the Compensation Committee of the Board (the “Committee”) in its sole discretion determines otherwise, shares of the capital stock of the Company held by you for a period of at least six months having a fair market value at the time of exercise, as determined in good faith by the Board, equal to the exercise price;
c. A properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price; or
d. Instructions to the Company to withhold from the Shares that would otherwise be issued on the exercise that number of Shares having a fair market value at the time of such exercise equal to the aggregate exercise price of the options being exercised.
1 – NONQUALIFIED STOCK OPTION AGREEMENT
2 – NONQUALIFIED STOCK OPTION AGREEMENT
12. EFFECT OF LIQUIDATION OR REORGANIZATION.
a. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, this option will terminate immediately prior to the consummation of such proposed action. The Committee shall declare that this option shall terminate as of a date fixed by the Board and give you the right to exercise your option as to all or any part of the Shares subject to this option, including Shares as to which this option would not otherwise be exercisable.
b. Cash for Stock. Except as provided in subsection (c), upon a merger (other than a merger of the Company in which the holders of shares of Common Stock immediately prior to the merger have the same proportionate ownership of shares of Common Stock in the surviving corporation immediately after the merger), consolidation, acquisition of property or stock, separation or reorganization (other than a mere reincorporation or the creation of a holding company) of the Company, as a result of which the shareholders of the Company receive cash in exchange for or in connection with their shares of Common Stock, this option will terminate, but immediately prior to any such merger, consolidation, acquisition of property or stock, separation or reorganization, this option shall become fully vested and you will have the right to exercise this option in full.
c. Property or Stock for Stock. In the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation in which the shareholders receive property or stock, this option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that you shall have the right to exercise this option as to all or any part of the Shares subject to this option, including Shares as to which this option would not otherwise be exercisable. If the Committee determines that this option shall be exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify you that this option shall be so exercisable for a period of thirty (30) days from the date of such notice or such shorter period as the Committee may specify in the notice, and this option will terminate upon the expiration of such period. For the purposes of this paragraph, this option shall be considered assumed if, following the merger or sale of assets, this option confers the right to purchase, for each Share subject to this option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each share held on the effective date of the transaction; provided, however, that if such consideration received in the merger or sale of assets was not solely common stock of the successor corporation or its parent, the Committee shall provide for the consideration to be received upon the exercise of this option, for each Share subject to this option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.
3 – NONQUALIFIED STOCK OPTION AGREEMENT
Please execute the enclosed copy of this Agreement and return it to the undersigned.
Very truly yours, | ||||
PLANAR SYSTEMS, INC. | ||||
By: | /S/ XXXXXXX X. XXXXXXXX | |||
AGREED AND ACCEPTED: |
Xxxxxxx X. Xxxxxxxx Chairman of the Board | |||
/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx | ||||
Date: September 26, 2005 |
4 – NONQUALIFIED STOCK OPTION AGREEMENT
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
To: Planar Systems, Inc.
I, Xxxxxx Xxxxxx, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Planar Systems, Inc. (the “Company”) on September , 2005 and notify the Company of my desire to purchase shares of Common Stock of the Company (the “Securities”) at the exercise price of $ per share which were offered to me pursuant to said option.
I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company.
Dated: |
/s/ Xxxxxx Xxxxxx |
Xxxxxx Xxxxxx |
Taxpayer I.D. Number: |
Address |
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5 – NONQUALIFIED STOCK OPTION AGREEMENT
hereby acknowledges receipt from Xxxxxx Xxxxxx, in payment for shares of Common Stock of Planar Systems, Inc., an Oregon corporation, of $ in the form of
¨ Cash
¨ Check (personal, cashier’s or bank certified)
¨ shares of the Company’s Common Stock, fair market value $ per share held by the Optionee for a period of at least six months
¨ A properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price
Date: |
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PLANAR SYSTEMS, INC. | ||||
By: |
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