Exhibit 10.23
VIEWSONIC CORPORATION
Long Term Incentive Program, As Amended
Summary of Terms
July 18, 2007
Term |
| Description |
Objectives of the Long Term Incentive Program (the “Incentive Program”) |
| The objectives of the Incentive Program are to motivate the executive team of ViewSonic Corporation (the “Company”) to achieve key financial metrics and increase stockholder value as well as to enhance employee retention. |
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Eligible Participants |
| Employees who are director level and above and who are designated by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) as participants under the Incentive Program (the “Eligible Participants”). |
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Type of Award |
| A stock option (the “Performance Award”) to purchase the Company’s common stock under the Company’s 2004 Equity Incentive Plan (the “2004 Plan”). |
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Timing of Grant |
| February 2, 2007 (the “Grant Date”). |
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Number of Shares Subject to the Performance Award |
| The number of shares subject to each Eligible Participant’s Performance Award shall be based on the Tiers indicated on Exhibit A hereto, into which each Eligible Participant shall be placed at the sole discretion of the Compensation Committee.
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Performance Targets |
| Performance Targets are the achievement of both a revenue target (the “Revenue Target”) and an income target (the “Income Target”) as set by the Compensation Committee |
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Term |
| Description |
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| (collectively, the “Performance Targets”), which shall be based on the Company’s financial performance for the fiscal year ending December 31, 2007. The determination of whether the Performance Targets have been met shall be made by the Compensation Committee, in its sole discretion, after the completion of the Company’s audit for fiscal 2007 (the “Determination Date”). |
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Vesting of the Performance Award |
| The Compensation Committee will determine on a Participant by Participant basis the vesting of the Performance Award according to the following criteria:
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Term |
| Description |
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| such term is defined in the 2004 Plan (“Service”). |
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Termination of Service |
| If an Eligible Participant’s Service terminates for any reason (other than death), the Performance Award shall cease vesting, and any unvested portion of such Performance Award shall be cancelled and forfeited in its entirety. |
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Death of an Eligible Participant |
| If an Eligible Participant dies, (i) the part of the Performance Award subject to time-based vesting will be deemed vested on a pro-rata basis based on the number of full months since the Grant Date and (ii) the part of the Performance Award subject to performance-based vesting will, to the extent the Performance Targets have been achieved as of the date of termination, be deemed vested on a pro-rata basis based on the number of full months since the Grant Date. |
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Change in Control |
| In the event of a Change in Control (as such term is defined under the 2004 Plan), (i) the part of the Performance Award subject to time-based vesting will be deemed vested on a pro-rata basis based on the number of full months since the Grant Date and (ii) if the effective date of the Change in Control occurs after the Determination Date, the part of the Performance Award subject to performance-based vesting will, to the extent the Performance Targets have been achieved as of the date of termination, be deemed vested on a pro-rata basis based on the number of full months since the Grant Date. |
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Compensation Committee |
| The Compensation Committee shall be the administrator of the Incentive Program and shall be entitled to the amend the Incentive Program, subject to the limitations set forth in the 2004 Plan. |
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Non-Binding; Governing Plan |
| This Summary of Terms is non-binding and is only intended to be summary of the Incentive Program. It does not constitute an employment contract nor does it represent the grant of a Performance Award or any entitlement thereto. Each individual Performance Award granted by the Compensation Committee shall be governed by the applicable Grant Notice, the Stock Option Agreement and the 2004 Plan. |
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Exhibit A
Level of Eligible Participant |
| Target Award |
| Maximum Award |
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Tier 1 |
| 300,000 shares |
| 450,000 shares |
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Tier 2 |
| 150,000 shares |
| 225,000 shares |
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Tier 3 |
| 100,000 shares |
| 150,000 shares |
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Director levels |
| To be determined |
| To be determined |
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Exhibit B
Performance Targets
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125.0 | % | 131.3 | % | 137.5 | % | 143.8 | % | 150.0 | % | |
118.8 | % | 125.0 | % | 131.3 | % | 137.5 | % | 143.8 | % | |
112.5 | % | 118.8 | % | 125.0 | % | 131.3 | % | 137.5 | % | |
106.3 | % | 112.5 | % | 118.8 | % | 125.0 | % | 131.3 | % | |
100.0 | % | 106.3 | % | 112.5 | % | 118.8 | % | 125.0 | % | |
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Except as otherwise provided by the Compensation Committee (and set forth in the applicable stock option agreement), the Eligible Award is equal to the product of the number of shares subject to the Target Award and the applicable percentage of performance, less the number of shares subject to the Target Award.
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