Equity Incentive Plan Performance-Based Restricted Stock Unit Award



 Exhibit 10.31 
 Grant No:                        

HHGREGG, INC. 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED
STOCK UNIT AWARD AGREEMENT 

PERFORMANCE-BASED VESTING 

THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (the “Award Agreement”) is dated as of June 2, 2011, between hhgregg, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the
individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (“you” or the “Participant”). 

1. Grant of Restricted Stock Units. Pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan (the “Plan”), the
Company will award to you up to             Restricted Stock Units (the “Maximum Number of Restricted Stock Units”). Each Restricted Stock Unit subject to this Award
represents the unsecured right to receive one share of the Company’s Stock, subject to the restrictions, terms and conditions contained in this Award Agreement. You are not required to make any payment to the Company or its Affiliates (other
than past and future services to the Company and its Affiliates) with respect to your receipt of this Award, the vesting of this Award, or the delivery of Stock in respect of this Award. 

 

					
	Participant	 	
                    
         
	 	
			
	Maximum Number of Restricted Stock Units	 	
                    
         
	 	
			
	Grant Date	 	
                    
         
	 	
			
	Vesting Date	 	
                    
         
	 	

 Award Subject to the Plan. This Award shall be subject to the terms and conditions of the Plan, which are hereby
incorporated by reference. Except as otherwise expressly provided herein, in the event of any conflict between the terms of this Award Agreement and the Plan, the terms of the Plan shall control. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Plan. 







 2. Determination of Number of Restricted Stock Units. 

(a) Subject to meeting the requirements of Sections 4, 5 and 6, you will be entitled to that percentage of the Maximum Number of
Restricted Stock Units set forth in the table below, rounded up to the nearest whole number of Restricted Stock Units, that corresponds to the Adjusted EBITDA of the Company for the fiscal year of the Company ending March 31, 2012 expressed as
a percentage of the Target Adjusted EBITDA for such fiscal year, as set forth in the table below: 
  

			
	 Performance Matrix for the 2011-2012

Fiscal Year

		
	 Adjusted EBITDA as

Percentage of Target
 Adjusted EBITDA
	 	 Percentage of

Maximum Number
 of Restricted Stock
 Units

	100% or more	 	100%
	25% or more but less than 100%	 	Such percentage
	Less than 25%	 	0%

 For this purpose, (i) “Adjusted EBITDA” shall mean EBITDA without giving effect to
stock-based compensation related to the outstanding stock issued in exchange for a non-recourse note and stock appreciation rights representing variable awards, the consolidation of the variable interest entities which are no longer consolidated,
the non-capitalized transaction costs related to the recapitalization, restructuring charges, gain on the sale of certain extended service plan warranties, asset impairments and gain/loss related to early extinguishment of debt and any other
adjustments approved by the Committee; and (ii) “Target Adjusted EBITDA” shall mean $137,200,000. 
 (b) Within
thirty (30) days after the receipt by the Committee of the audited financial statements for the Company’s fiscal year ending March 31, 2012, but no later than November 30, 2012, the Committee shall establish the Company’s
Adjusted EBITDA for such fiscal year and shall determine the percentage of the Target Adjusted EBITDA that was achieved. The Committee will calculate and set forth in writing the number of Restricted Stock Units awarded to you. Any Restricted Stock
Units that are not awarded to you by the Committee will be automatically forfeited, will revert to the Plan, and you will have no rights with respect to such Restricted Stock Units. 

3. Restriction Period. Any Restricted Stock Units that are awarded by the Committee pursuant to Section 3 above will be
subject to a Risk of Forfeiture which will lapse if you remain continuously in service as an employee, consultant or director of the Company or an Affiliate through to the Vesting Date set forth above. Except as set forth in








 
Sections 5 and 6 below, if your employment or other association with the Company and its Affiliates ends prior to the Vesting Date for any reason, including because of your employer ceasing to be
an Affiliate of the Company, your Award shall be forfeited in its entirety and you will have no further rights with respect to the Restricted Stock Units subject to this Award. Military or sick leave or other bona fide leave shall not be deemed a
termination of employment or other association, provided that it does not exceed the longer of ninety (90) days or the period during which your reemployment rights, if any, are guaranteed by statute or by contract. 

4. Death or Disability. If prior to the Vesting Date your employment or other service association with the Company and its
Affiliates ends due to your death or is involuntarily terminated by the Company or an Affiliate of the Company by reason of your total and permanent disability, as determined under the long-term disability plan maintained by the Company or an
Affiliate of which you are a participant (your “Disability”), then you shall be entitled to settlement of that percentage of your Restricted Stock Units awarded by the Committee pursuant to Section 3 that is equal to:
(a) the number of whole and partial months of service you have completed from the date of this Award Agreement through to the date of your death or termination of employment; divided by (b) thirty-six, with any fractional Restricted Stock
Units rounded down. 
 5. Change of Control.  

(a) Upon a Change of Control that occurs on or prior to March 31, 2012, provided that you remain continuously in service as an
employee, consultant or director of the Company or an Affiliate through to the date of consummation of the Change of Control, you will be entitled to settlement of the Maximum Number of Restricted Stock Units multiplied by a percentage equal to
(i) the number of whole and partial months elapsed between the date of this Award Agreement and the date of the Change of Control; divided by (ii) thirty-six, with any fractional Restricted Stock Units rounded down. 

(b) Upon a Change of Control that occurs after March 31, 2012 but prior to the Vesting Date, provided that you remain continuously
in service as an employee, consultant or director of the Company or an Affiliate through to the date of consummation of the Change of Control, you will be entitled to settlement of the number of Restricted Stock Units awarded to you by the Committee
pursuant to Section 3 multiplied by a percentage equal to (i) the number of whole and partial months elapsed between the date of this Award Agreement and the date of the Change of Control; divided by (ii) thirty-six, with any
fractional Restricted Stock Units rounded down. 
 6. Form and Timing of Payment. Settlement of Restricted Stock Units
for which the Risk of Forfeiture has lapsed pursuant to Sections 4, 5 or 6 above shall be made to you by delivery of an equivalent number of shares of Stock in a single lump sum within 30 days of the earliest of the following, as applicable:
(a) the Vesting Date; (b) if, prior to the Vesting Date, your employment or other service association with the Company and its Affiliates ends due to your death or is involuntarily terminated by reason of your Disability, the later of the
date of your death or Disability and the date of the Committee’s determination pursuant to Section 3 of the number of Restricted Share Units awarded to you; and (c) the date of a Change of Control that occurs prior to the Vesting
Date. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. 







 7. No Voting or Right to Dividend Equivalents. Your Restricted Stock Units carry
neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a shareholder of the Company unless and until your Restricted Stock Units are settled by issuing shares of Stock. No adjustments will be made for
dividends or other rights if the applicable record date occurs before your shares of Stock are issued. 
 8. Transfer of
Award. Except as set forth in the Plan, your Award is not transferable, and may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. 

9. Withholding. Prior to the date of settlement of your Award of Restricted Stock Units, you shall remit to the Company or its
Affiliate, as applicable, an amount sufficient to satisfy federal, state, local or other withholding tax requirements with respect to your Award. You further acknowledge that the Company and its Affiliates have the right to deduct from payments of
any kind otherwise due to you any federal, state, local or other taxes of any kind required by law to be withheld with respect to the grant, vesting or settlement of your Award. However, if the Committee, acting in its sole discretion, so permits,
you may elect to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares of Stock to satisfy your tax obligations, subject to any restrictions or limitations that the Committee deems appropriate;
provided, however, that the number of such shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum required statutory withholding rates for
federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company and its Affiliates are satisfied, the Company shall have no obligation
to deliver to you any Stock. 
 10. Tax Consequences. The Company makes no representation or warranty as to the tax
treatment to you of your receipt of this Award or the shares of Stock to be issued hereunder or upon the sale or other disposition of such Stock. You represent and warrant that you have reviewed with your own tax and/or financial advisors the
federal, state, local and other tax consequences of the transactions contemplated by this Award Agreement, and that you are relying solely on such advisors and not on any statements or representations of the Company or any of its Affiliates or
agents. You understand that you (and not the Company or its Affiliates) are solely responsible for any income tax liability that may arise in connection with the grant, vesting or settlement of the Award of Restricted Stock Units under this Award
Agreement. 
 11. Not a Service Contract. This Award Agreement is not an employment or service contract. Nothing in your
Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or other service of the Company or an Affiliate. Nothing in your Award shall be deemed to require the Company or an Affiliate to continue
your employment or other service association, or to interfere in any way with the 







 
right of the Company or an Affiliate, subject to the terms of any separate employment or consulting agreement or provision of law or corporate articles or by-laws to the contrary, at any time to
terminate your employment or other service arrangement or to increase or decrease, or otherwise adjust, the other terms and conditions of your employment or other association with the Company and its Affiliates. 

12. Amendment. The Committee may amend the terms of this Award Agreement, prospectively or retroactively, provided that the Award
Agreement as amended is consistent with the terms of the Plan. Notwithstanding the foregoing, except as set forth in the Plan, no amendment or modification of this Award Agreement by the Committee shall impair the rights of the Participant without
the Participant’s consent. 
 13. Entire Agreement. This Award Agreement and the Plan constitute the entire
agreement between the parties, and supersede all prior agreements and understandings relating to the subject matter of this Award Agreement. 
 14. Section 409A of the Code. It is intended that this Award and any amounts payable under this Award shall be exempt from Section 409A of the Code as a “short-term deferral”
within the meaning of Treasury Regulation Section 1.409A-1(b)(4), and the provisions of this Award Agreement shall be construed and interpreted in accordance with such intentions and to avoid the imputation of any additional tax, penalty or
interest under Section 409A of the Code. 
 15. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof, and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee,
guardian, or other legal representative of the Participant. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument. 

16. Participant’s Acknowledgments. By accepting this Award and signing this Award Agreement below, you acknowledge that you:
(i) have read this Award Agreement; (ii) understand that a copy of the Plan is available upon request from the Company; (iii) have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of
your own choice or have voluntarily declined to seek such counsel; (iv) understand the terms and consequences, including the tax consequences, of this Award Agreement and the Award; (v) are fully aware of the legal and binding effect of
this Agreement; (vi) accept the Award subject to all the terms and conditions of the Plan and this Award Agreement; and (vii) agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan or relating to the Award or this Award Agreement. 







 IN WITNESS WHEREOF, the
parties have executed this Agreement as a sealed instrument as of the date first above written. 
 HHGREGG, INC. 

 

							
	By:	 		 		 	By:
				
	  
	 		 		 	  

	Jeremy Aguilar	 		 		 	Signature of Participant
				
	Chief Financial Officer