2004 Employee Stock Purchase Plan



 Exhibit 10.2 
  
 PLANAR SYSTEMS, INC. 
  
 2004 EMPLOYEE STOCK PURCHASE PLAN 
  
 The following provisions constitute the Planar Systems, Inc. 2004 Employee Stock Purchase Plan. 
  
 1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan”
under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code.

  
 2. Definitions. 
  
 2.1 “Account” shall mean each separate account maintained for a
Participant under the Plan, collectively or singly as the context requires. Each Account shall be credited with a Participant’s contributions, and shall be charged for the purchase of Common Stock. A Participant shall be fully vested in the
cash contributions to his or her account at all times. The Plan Administrator may create special types of accounts for administrative reasons, even though the Accounts are not expressly authorized by the Plan. 
  
 2.2 “Board” shall mean the Board of Directors of the Company.

  
 2.3 “Code” shall mean the Internal Revenue Code of
1986, as amended. 
  
 2.4 “Committee” shall mean the
Compensation Committee of the Board. 
  
 2.5 “Common
Stock” shall mean the Common Stock of the Company. 
  
 2.6
“Company” shall mean Planar Systems, Inc., an Oregon corporation. 
  
 2.7 “Compensation” shall mean all base straight time gross earnings plus payments for overtime, shift premiums and sales commissions, including bonuses, awards, and other compensation. 
  
 2.8 “Designated Subsidiary” shall mean each Subsidiary which has
been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 
  
 2.9 “Employee” shall mean an individual who renders services to the Company or to a Designated Subsidiary pursuant to a full-time regular-status
employment relationship with such employer. A person rendering services to the Company or to a Designated Subsidiary purportedly as an independent consultant or contractor shall not be an Employee for purposes of the Plan. 
  


			
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 2.10 “Enrollment Date” shall mean the first day of each Offering Period. 
  
 2.11 “Fair Market Value” 
  
 2.11.1 The Fair Market Value of the Common Stock on any date shall be equal
to the closing price of such Common Stock on the Valuation Date, as reported on the NASDAQ, or if the Common Stock is then listed on a national securities exchange, the closing price as reported on such exchange. If there is no trading on the
Valuation Date, the Fair Market Value of the Common Stock on such date shall be the average of the closing bid and ask prices as reported on such date. 
  
 2.11.2 If 2.11.1 is not applicable, the Fair Market Value of the Common Stock shall be determined by the Board in good faith. Such determination shall be
conclusive and binding on all persons. 
  
 2.12 “NASDAQ”
shall mean the National Association of Securities Dealers Automated Quotation System Stock Market’s National Market or such other quotation system that supersedes it. 
  
 2.13 “Offering Period” shall mean the period of approximately six (6) months, commencing on the first Trading Day
on or after a date designated in advance by the Board and terminating on the last Trading Day in the period ending six months after the date designated by the Board, during which an option granted pursuant to the Plan may be exercised. The duration
of Offering Periods may be changed pursuant to Section 4 of this Plan. 
  
 2.14 “Participant” shall mean any Employee who is participating in this Plan by meeting the eligibility requirements of Section 3 and has completed a Payroll Participation Form. 
  
 2.15 “Payroll Participation Form” shall mean the form provided by
the Company on which a Participant shall elect to participate in the Plan and designate the percentage of his or her Compensation to be contributed to his or her Account through payroll deductions. 
  
 2.16 “Plan” shall mean this Employee Stock Purchase Plan.

  
 2.17 “Purchase Date” shall mean the last day of each
Offering Period. 
  
 2.18 “Purchase Price” shall mean an
amount equal to 85% of the Fair Market Value of a share of Common Stock (i) on the Enrollment Date or (ii) on the Purchase Date, whichever is lower. 
  
 2.19 “Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. 
  


			
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 2.20 “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of
the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company of a Subsidiary. 
  
 2.21 “Trading Day” shall mean a day on which national stock exchanges and the NASDAQ System are open for trading.

  
 2.22 “Valuation Date” shall mean the date on which
the Fair Market Value of Common Stock is to be determined for purposes of setting the price of Shares of Common Stock under Section 2.18 (that is, the Enrollment Date or the applicable Purchase Date). If the Enrollment Date is not a date on which
the Fair Market Value may be determined in accordance with Section 2.11, the Valuation Date shall be the first day after the Enrollment Date for which such Fair Market Value may be determined. If the Purchase Date is not a date on which the Fair
Market Value may be determined in accordance with Section 2.11 the Valuation Date shall be the first date prior to the Purchase Date on which such Fair Market Value may be determined. 
  
 3. Eligibility. 
  
 3.1 A person shall become eligible to participate in the Plan on the first Enrollment Date on or after which he or she first meets all of the following
requirements; provided, however, that no one shall become eligible to participate in the Plan prior to the Enrollment Date of the first Offering Period provided for in Section 2.13: 
  
 3.1.1 The person has been an employee of the Company for a continuous period of one year; and 
  
 3.1.2 The person’s customary period of employment is for more than
thirty (30) hours per week. 
  
 3.2 Any provisions of the Plan to
the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary, or (ii) which permits his or her rights
to purchase stock under all employee stock purchase plans (under Section 423 of the Code) of the Company and Subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the fair market value of
the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time. 
  
 3.3 For purposes of the Plan, eligibility shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved
by the Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, eligibility to participate in the Plan will be deemed to have terminated on the 91st day of
such leave. 
  
 4. Offering Periods. The Plan shall be
implemented by consecutive Offering Periods with the first Offering Period commencing on a date designated in advance by the Board, and 

  


			
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continuing for six month periods thereafter until terminated in accordance with Section 19 hereof. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter. 
  
 5. Participation. 
  
 5.1 An eligible Employee may become a Participant in the Plan by completing
a Payroll Participation Form and filing it with the Company’s Administration Department (as set forth in Section 20 below) at least fifteen (15) days prior to the applicable Enrollment Date, unless a later time for filing the Payroll
Participation Form is set by the Board for all eligible Employees with respect to a given Offering Period. 
  
 5.2 Payroll deductions for a Participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering
Period, unless sooner terminated by the Participant as provided in Section 10 hereof. 
  
 6. Payroll Deductions. 
  
 6.1 At the time a Participant files his or her Payroll Participation Form, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation
which he or she receives on each payday during the Offering Period, and the aggregate of such payroll deductions during the Offering Period shall not exceed ten percent (10%) of the Participant’s Compensation during said Offering Period.

  
 6.2 A Participant shall specify that he or she desires to make
contributions to the Plan in whole percentages not less than one percent (1%) and not more than ten percent (10%) of the Participant’s Compensation during each pay period in the Offering Period, or such other minimum or maximum percentage as
the Board shall establish from time to time. 
  
 6.3 All payroll
deductions made for a Participant shall be credited to his or her Account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such Account. 
  
 6.4 A Participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by filing with the Company’s Administration Department (as set forth in Section 20 below) a new Payroll
Participation Form authorizing a change in payroll deduction rate. A Participant is limited to making one change during an Offering Period. The change in rate shall be effective with the first payday following fifteen (15) days after the
Company’s receipt of a new Payroll Participation Form unless the Company elects to process a given change in participation more quickly. A Participant’s Payroll Participation Form shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10. 
  
 6.5
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3.2 hereof, a Participant’s payroll deductions shall be 

  


			
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decreased to 0% at such time during any Offering Period which is scheduled to end during the current calendar year (the “Current Offering Period”)
that the aggregate of all payroll deductions which were previously used to purchase stock under the Plan in a prior Offering Period which ended during that calendar year plus all payroll deductions accumulated with respect to the Current Offering
Period equal $21,250 (85% of $25,000). Payroll deductions shall recommence at the rate provided in such Participant’s Payroll Participation Form at the beginning of the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the Participant as provided in Section 10. 
  
 6.6 At the time the option is exercised, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefit attributable to sale or early disposition of Common Stock by the Employee. 
  
 7. Option to Purchase Common Stock. On the Enrollment Date of each
Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Purchase Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Common Stock
determined by dividing such Employee’s payroll deductions accumulated prior to and during the Offering Period and retained in the Participant’s account as of the Purchase Date by the applicable Purchase Price; provided that in no event
shall an Employee be permitted to purchase during each Offering Period more than a number of shares determined by dividing $12,500 by the fair market value of a share of the Common Stock on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3.2 and 12 hereof. Purchase of the Common Stock shall occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10, and the option shall expire on the
last day of the Offering Period. 
  
 8. Purchase of Common
Stock. Unless a Participant withdraws from the Plan as provided in Section 10.1 below, his or her option for the purchase of Common Stock will be exercised automatically on the Purchase Date, and the maximum number of full shares subject to
option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares of Common Stock will be purchased; any payroll deductions accumulated in a
Participant’s account which are not sufficient to purchase a full share shall be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10 hereof.
During a Participant’s life-time, a Participant’s option to purchase shares of Common Stock hereunder is exercisable only by him or her. 
  
 9. Delivery. As promptly as practicable after each Purchase Date, the Company shall arrange the delivery to each Participant the shares of Common
Stock purchased with his or her payroll deductions. 
  


			
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 10. Withdrawal; Termination of Employment. 
  
 10.1 A Participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to purchase shares of Common Stock under the Plan by giving written notice to the Company’s Administration Department (as set forth in Section 20 below) no less than 15 days immediately
preceding a Purchase Date. All of the Participant’s payroll deductions credited to his or her Account will be paid to such Participant as soon as practicable after receipt of notice of withdrawal and such Participant’s option for the
Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offering Period. If a Participant withdraws from an Offering Period, payroll deductions will not resume at the
beginning of the succeeding Offering Period unless the Participant delivers to the Company a new Payroll Participation Form. 
  
 10.2 Upon termination of a Participant’s employment for any reason, including death, disability or retirement, the payroll deductions credited to
such Participant’s Account shall be returned to the Participant. A Participant shall have no right to acquire shares upon termination of his or her employment. 
  
 11. Interest. No interest shall accrue on the payroll deductions of a Participant in the Plan. 
  
 12. Stock. 
  
 12.1 The maximum number of shares of the Company’s Common Stock which
shall be made available for sale under the Plan shall be 400,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 18. If on a given Purchase Date the number of shares of Common Stock eligible to be
purchased exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be
equitable. 
  
 12.2 The Participant will have no interest or
voting right in shares covered by his or her option until such shares of Common Stock have been purchased. 
  
 12.3 Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and
his or her spouse. 
  
 13. Administration. 
  
 13.1 Administrative Body. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, the Committee shall have the power to construe the provisions of the Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for administering the Plan as
the Committee deems desirable. 
  
 13.2 Rule 16b-3
Limitations. Notwithstanding the provisions of Subsection 13.1, in the event that Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision (“Rule 16b-3”) provides specific requirements
for the administrators of plans of this type, the Plan shall be only administered by such a body and in such a manner as shall comply with the applicable requirements of Rule 16b-3. 
  


			
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 14. Designation of Beneficiary. 
  
 14.1 A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the
Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may
file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to a Purchase Date. 
  
 14.2 Such designation of beneficiary may be changed by the Participant at any
time by written notice as provided in Section 20 below. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares
and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
  
 15. Transferability. Neither payroll deductions credited to a
Participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an
Offering Period in accordance with Section 10. 
  
 16. Use of
Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 
  
 17. Reports. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to participating Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash
balance, if any. 
  
 18. Adjustments Upon Changes in
Capitalization, Dissolution, Merger or Asset Sale. 
  
 18.1
Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Reserves, as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of 

  


			
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any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. The Board may, if it so determines in the exercise of its sole discretion, make provision for
adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock. 
  
 18.2 Dissolution or
Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. 
  
 18.3 Consolidation or Merger. In the event of the consolidation or
merger of the Company with or into any other business entity, or the sale by the Company of substantially all of its assets, the successor may continue the Plan by adopting the same by resolution of its board of directors or agreement of its
partners or proprietors. If, within 90 days after the effective date of a consolidation, merger or sale of assets, the successor corporation, partnership or proprietorship does not adopt the Plan, the Plan shall be terminated in accordance with
Section 19. 
  
 19. Amendment or Termination. 

 
 19.1 The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 18, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board on any Purchase Date if the Board determines that the termination of the Plan is in
the best interests of the Company and its shareholders. Except as provided in Section 18, no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant. To the extent necessary to comply
with Section 423 of the Code (or any successor Rule or provision or any other applicable law or regulation), the Company shall obtain shareholder approval in such a manner and to such a degree as required. 
  
 19.2 Without shareholder consent and without regard to whether any
Participant rights may be considered to have been “adversely affected,” the Committee shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 

 


			
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 19.3 If required to qualify the Plan under Rule 16b-3, no amendment shall be made more than once every
six months that would change the amount, price or timing of the options, other than to comport with changes in the Code, or the rules and regulations promulgated thereunder; and provided, further, that if required to qualify the Plan under Rule
16b-3, no amendment shall be made without the approval of the Company’s shareholders that would: 
  
 19.3.1 materially increase the number of shares of Common Stock that may be issued under the Plan; 
  
 19.3.2 materially modify the requirements as to eligibility for
participation in the Plan; or 
  
 19.3.3 otherwise materially
increase the benefits accruing to participants under the Plan. 
  
 20. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company by the Company’s
Administration Department at the Company’s corporate headquarters. 
  
 21. Conditions. Upon Issuance of Shares of Common Stock. Common Stock shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
  
 As a condition to the purchase of Common Stock, the Company may require the person purchasing such Common Stock to represent
and warrant at the time of any such purchase that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law. 
  
 22.
Term of Plan. 
  
 22.1 The Plan shall become effective
upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated pursuant to Section 19. 
  
 22.2 Notwithstanding the above, the Plan is expressly made subject (i) to the
approval of the holders of a majority of the outstanding shares of the Company within 12 months after the date the Plan is adopted and (ii) at its election, to the receipt by the Company from the Internal Revenue Service of a ruling in scope and
content satisfactory to counsel to the Company, affirming the qualification of the Plan within the meaning of Section 423 of the Code. If the Plan is not so approved by the shareholders within 12 months after the date the Plan is adopted, and if, at
the election of the Company a ruling from the Internal Revenue Service is 

  


			
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sought but is not received on or before one year after the Plan’s adoption by the Board, this Plan shall not come into effect. In that case, the Account
of each Participant shall forthwith be paid to him or her. 
  
 23.
Additional Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This
Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions. 
  


			
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