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South Dakota
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0-23246
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46-0306862
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification Number)
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•
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Stock Options
. The 2015 Plan provides for the grant of incentive stock options to the Company’s employees and non-qualified stock options to employees, directors and consultants. Options may be granted with terms determined by the Compensation Committee except that the exercise price of all stock options, whether incentive stock options or nonqualified options, may not be less than 100% (or 110% with respect to incentive stock options granted to 10% shareholders) of the fair market value of the Company’s common stock as of the date of grant. In addition, unless the Compensation Committee determines otherwise, an option will become exercisable in equal installments of 20% of the shares subject to the option on each anniversary of the grant date until fully exercisable and will have a ten-year term (or no more than a five-year term with respect to incentive stock options granted to 10% shareholders).
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•
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Restricted Stock
. With respect to restricted stock, recipients may be conferred all of the rights of a shareholder with respect to such stock, unless an award agreement provides otherwise. Restricted stock will be forfeited to the Company if the recipient ceases to be employed by the Company or to provide services to the Company. Restricted stock may be subject to vesting over time or upon achievement of performance goals. Unless the Compensation Committee determines otherwise, a restricted stock award will vest one year from the date the award is granted.
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•
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Restricted Stock Units
. Restricted stock units are awards of units, each representing one share of the Company’s common stock, and these units are subject to vesting conditions based on a vesting schedule and/or performance criteria established by the Compensation Committee. Restricted stock units will be settled in shares of the Company’s common stock, but unlike restricted stock, these shares would not be issued until the restricted stock units have vested. Unless the Compensation Committee determines otherwise, a restricted stock unit will vest one year from the date of its grant.
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Deferred Stock
. Deferred stock awards are awards of the right to receive shares of the Company’s common stock at the end of a specified deferral period or upon the achievement of specified performance criteria. Unless the Compensation Committee determines otherwise, the deferral period for a deferred stock award is one year from the date the award is granted.
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(a)
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On
September 2, 2015
, the Company held the
2015
Annual Meeting. Of the
43,762,596
shares of the Company's common stock outstanding and entitled to vote at the
2015
Annual Meeting,
40,358,701
shares, or
92.22 percent
, which constituted a quorum, were represented at the
2015
Annual Meeting.
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(b)
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The results of the votes on the proposals at the
2015
Annual Meeting were as follows.
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Number of Shares Voted
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||||||||
For
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Against
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Abstain
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Broker Non-Votes
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28,856,827
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799,233
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250,886
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10,451,755
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Number of Shares Voted
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||||||||
For
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Against
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Abstain
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Broker Non-Votes
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39,836,643
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416,626
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105,432
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—
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Number of Shares Voted
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For
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Against
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Abstain
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Broker Non-Votes
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27,719,833
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1,939,891
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247,222
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10,451,755
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DAKTRONICS, INC.
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By:
/s/ Sheila M. Anderson
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Sheila M. Anderson, Chief Financial Officer
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September 3, 2015
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Exhibit No.
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Description
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10.1
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Daktronics Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 14, 2015).
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Section 1.
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Grant of Restricted Stock Award
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(a)
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if the termination of employment or service is due to the Recipient’s death or Disability, the Option shall thereafter be exercised, to the extent it was exercisable at the time of the Recipient’s death or Disability, by the Recipient, the legal representative of the Recipient’s estate, or the legatee under the Recipient’s will, but it may not be exercised after one year from the date of such death or Disability or the expiration of the stated term of the Option, whichever period is shorter, and the portions of all Options that are not vested at the time of such death or Disability shall automatically terminate at such time; and
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(b)
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if the termination of employment or service is for any reason other than death, Disability or a Change in Control Termination, the vested portions of the Option shall be exercisable for three months from the date of such termination or the expiration of the stated term of the Option, whichever period is shorter, and the unvested portions of the Option shall terminate upon such termination of employment or service.
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1.
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Option Price
. The Option exercise price and dates first exercisable are stated in the Agreement.
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1.1.
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Exercise of the Option During Employment
. You may exercise Options to purchase the number of shares of Stock indicated in Column One of the Agreement if you are employed by the Company, any Parent Corporation or any Subsidiary on the date of exercise, and if the date of exercise is between or includes the dates in Column Two and Column Three of the Agreement.
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1.2.
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Exercise of the Options After Employment Termination
. If your employment terminates for any reason other than your death or Disability or a Change in Control Termination, the Option may thereafter be exercised by you to the extent it was exercisable at the time of such termination for three months from the date of such termination or the expiration of the stated term of the Option, whichever period is shorter, and the portions of all Options that are not vested at the time of termination shall automatically terminate at such time.
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1.3.
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Exercise of Your Option Upon Death or Disability
. If your employment terminates by reason of your death or Disability, the Option may thereafter be exercised to the extent it was exercisable at the time of your death or Disability by you or the legal representative of your estate or by your legatee under your will, but it may not be exercised after one year from the date of such death or Disability or the expiration of the stated term of the Option, whichever period is shorter.
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1.4.
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No Options shall continue to vest after your termination of employment, death or Disability.
All Options or portions thereof that are not vested at the time of termination of your employment, whether by death or Disability or otherwise, shall automatically terminate at such time.
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2.
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Method of Exercise.
The Option may be exercised in whole or in part by giving notice to the Company in such form as the Company may adopt from time to time. The exercise price of the Option may be paid by methods such as cash, check, cashless exercise or stock swap as described in the Plan. See the Plan for details.
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3.
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Non-transferability of Option
. The Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during your lifetime only by you.
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4.
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Change in Control Termination
. Upon the occurrence of a Change in Control Termination, all outstanding Options granted to the Recipient that have not theretofore vested shall immediately vest, any restrictions on such Options shall immediately lapse, and each Option granted to the Recipient that is outstanding at such time shall become fully and immediately exercisable.
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5.
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No Employment Contract
. In no event shall these Terms and Conditions or the Agreement confer upon the Recipient any right to be employed by the Company, any Parent Corporation or any Subsidiary, nor shall they interfere with the right of the Company, any Parent Corporation or any Subsidiary to terminate the employment of the Recipient at any time.
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6.
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Amendments
. The Committee may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of a Recipient under an Award, including this Option, theretofore granted without the Recipient’s consent.
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7.
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No Obligation to Exercise
. The Recipient (or the Recipient’s estate) has no obligation to exercise the Options described in these Terms and Conditions and the Agreement. If the Options are not exercised prior to the Expiration Date, the Options will expire and will no longer be eligible for exercise.
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8.
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Notice of Disqualifying Distribution
. The Recipient hereby agrees to notify the Company administrative department, and to disclose the details, of any sale or transfer of shares of Stock acquired upon exercise of any Incentive Stock Option either within two years from the date of grant of the Option or one year from the date of exercise of the Option. Such disclosure and notice is to be provided within one week of such sale or transfer.
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9.
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Compliance with Laws.
No shares of Stock will be issued under the Plan unless the issuance complies with all applicable provisions of law, including, without limitation, those relating to securities laws and stock exchange listing requirements.
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10.
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Governing Law
. The laws of the State of South Dakota shall govern the Agreement and these Terms and Conditions.
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1.
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Grant Date for Shares
. Subject to any other provisions regarding vesting and the Grant Date indicated in Column Two of the Agreement, the shares of Stock indicated in Column One of the Agreement shall be awarded, provide you have been continuously employed by, or continuously provided services to, the Company, any Parent Corporation or any Subsidiary as of each of the Grant Dates stated in the Agreement.
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1.1.
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Termination of Employment or Service
. Unless the Committee determines otherwise, if your employment or service with the Company, any Parent Corporation or any Subsidiary terminates for any reason other than a Change in Control Termination prior to the final Grant Date, all shares of Stock for which a Grant Date has not occurred as of the date of such termination of employment or service shall immediately be forfeited, and you shall have no right to receive such shares of Stock.
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2.
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Rights as a Shareholder
. You and your legal representative or legatee shall not be deemed for any purpose to be the owner of any shares of Stock subject to the Restricted Stock Units and shall not have dividend, voting or other rights of a shareholder of the Company with respect to such shares unless, until and to the extent that, (i) the Company shall have issued and delivered to the Recipient the shares of Stock for which a Grant Date has occurred, and (ii) your name shall have been entered as a shareholder of record on the books of the Company with respect to such shares of Stock, and if the shares are in certificate form, the certificates representing such shares have been endorsed, transferred and delivered.
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3.
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Tax Withholding
. You may select the tax payment method for the Company to satisfy the minimum obligations with respect to any federal, state or local taxes that the law requires the Company to withhold with respect to the Restricted Stock Units. Tax payment methods can be made through withholding in shares of Stock, withholding in regular payroll, or a cash transfer made through a brokerage account. If you do not elect your tax payment method, the default method will be chosen by the Company in its discretion.
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4.
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Non-transferability
. The Restricted Stock Units may not be transferred in any manner.
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5.
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Change in Control Termination
. Upon the occurrence of a Change in Control Termination, the Final Grant Date shall occur for all shares of Stock for which a Grant Date had not previously occurred pursuant to Column Two of the Agreement, provided the Recipient has been continuously employed by, or has continuously provided services to, the Company, any Parent Corporation or any Subsidiary from the date of the Award until the date of such Change in Control Termination.
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6.
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No Employment Contract
. In no event shall these Terms and Conditions or the Agreement confer upon the Recipient any right to be employed by the Company, any Parent Corporation or any Subsidiary, nor shall they interfere with the right of the Company, any Parent Corporation or any Subsidiary to terminate the employment of the Recipient at any time.
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7.
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Amendments
. The Committee may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of a Recipient under an Award, including this Restricted Stock Unit, theretofore granted without the Recipient’s consent.
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8.
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Stop Transfer Orders
. All certificates for Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock may then be listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.
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9.
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Compliance with Laws.
No shares of Stock will be issued under the Plan unless the issuance complies with all applicable provisions of law, including, without limitation, those relating to securities laws and stock exchange listing requirements
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10.
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Governing Law
. The laws of the State of South Dakota shall govern the Agreement and these Terms and Conditions.
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