DAKTRONICS INC /SD/ false 0000915779 0000915779 2025-03-03 2025-03-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2025

 

 

Daktronics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

South Dakota   001-38747   46-0306862

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

201 Daktronics Drive

Brookings, SD 57006

(Address of Principal Executive Offices Zip Code)

(605) 692-0200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, No Par Value   DAKT   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02.

Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Reece Kurtenbach

On March 3, 2025, the Board of Directors (the “Board”) the Company determined that, effective as of the close of business March 5, 2025 (the “Separation Date”), Reece Kurtenbach will cease to serve as the President and Chief Executive Officer of the Company. Mr. Kurtenbach will remain involved with the business in an advisory role supporting the Company’s digital transformation plan. Pursuant to the Separation Agreement (defined below), Mr. Kurtenbach has agreed to resign from service as a member of the Board, effective as of the date of appointment of a permanent Chief Executive Officer. However, Mr. Kurtenbach will no longer serve as Chairman of the Board and Andrew Siegel, who currently serves as Lead Independent Director of the Board, has been appointed to fill the role of independent Chair of the Board, effective as of the close of business March 5, 2025. Accordingly, the position of Lead Independent Director of the Board has been eliminated.

On March 3, 2025, the Board approved the Company entering into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. Kurtenbach, effective as of March 5, 2025. Pursuant to the Separation Agreement, so long as Mr. Kurtenbach does not revoke his acceptance of the Separation Agreement within the time provided to do so and satisfies the other terms and conditions of the Separation Agreement (including compliance with certain restrictive covenants), Mr. Kurtenbach will receive the following consideration in accordance with the terms of the agreement:

 

   

a severance payment in the amount of $1,800,000, less applicable taxes and withholdings, to be paid in substantially equal installments beginning on the Company’s first regularly scheduled payroll date that is 45 days following the Separation Date and ending on the regularly scheduled pay date occurring on or following the two year anniversary of the initial severance payment date;

 

   

additional cash payments equal to the cost necessary to maintain continued coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the 24-month period following the Separation Date, to be paid in substantially equal monthly installments on the company’s regular scheduled pay dates during the 24-month period following the Separation Date; and

 

   

the vesting of the unvested stock option and restricted stock unit awards previously granted to Mr. Kurtenbach under the Company’s equity-based compensation plans that are outstanding immediately prior to the Separation Date (the “Outstanding Awards”) shall be partially accelerated such that each of the Outstanding Awards will become vested as to the number of options or restricted stock units that would have vested on the first vesting date set forth in Outstanding Awards occurring after the Separation Date.

Effective as of the close of business March 5, 2025, the Company also entered into a Consulting Agreement with Mr. Kurtenbach (the “Consulting Agreement”) which provides that from March 5, 2025 to October 31, 2025, Mr. Kurtenbach will serve as a consultant to the Company’s Chief Data Analytics Officer or such other person that may be designated by the Chief Data Analytics Officer, in order to assist the Company with its business object modeling. Mr. Kurtenbach’s consulting services will be provided on a weekly basis for approximately twenty (20) hours per week. The payments set forth in the Separation Agreement constitute the full compensation to Mr. Kurtenbach for his services under the Consulting Agreement. Mr. Kurtenbach is subject to certain restrictive covenants regarding confidentiality, non-competition and non-solicitation.

The foregoing descriptions of the Separation Agreement and Consulting Agreement are not complete and are qualified in their entirety by reference to the full text of the Separation Agreement and Consulting Agreement, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Brad Wiemann

On March 3, 2025, the Board appointed Brad Wiemann as interim President and Chief Executive Officer of the Company, effective as of the close of business March 5, 2025. In connection with his appointment, Mr. Wiemann will assume the role of the Company’s principal executive officer.


Prior to his appointment as interim President and Chief Executive Officer, Mr. Wiemann, age 61, has served as the Company’s Executive Vice President since 2012. Mr. Wiemann has been with the Company since 1993. He has served in a variety of roles at the Company across manufacturing, engineering, product development and other functions. In his current role, he oversees the Company’s Out of Home, On Premise and High Schools & Parks and Recreation business units.

There are no arrangements or understandings between Mr. Wiemann and any other persons pursuant to which he was selected to serve as the Company’s interim President and Chief Executive Officer. There are no family relationships between Mr. Wiemann and any director or executive officer of the Company, and Mr. Wiemann has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Effective as of the close of business March 5, 2025, the Company entered into an Offer Letter with Mr. Wiemann memorializing the terms of his role as interim President and Chief Executive Officer of the Company (the “Wiemann Offer Letter”). Pursuant to the Wiemann Offer Letter, Mr. Wiemann will receive cash compensation at a monthly rate of $60,000, less applicable taxes and withholdings, and will be eligible to receive a one-time grant of Restricted Stock Units (“RSUs”) under the Company’s 2020 Incentive Stock Plan (the “Incentive Plan”), with a grant date fair value of approximately $300,000 (the “CEO RSU Grant”), as further described below, and to receive those other benefits that are made generally available to the Company’s executives, subject to the terms of the applicable benefit plans and programs.

The terms of the CEO RSU Grant will be set forth in an RSU Grant Notice and Agreement (the “Interim Executive RSU Agreement”) and in accordance with the Company’s Incentive Plan. The terms described below under the heading “Retention RSU Agreement” used to describe the Retention RSU Agreement (as defined below) accurately describe the terms of the Interim Executive RSU Agreement, except that, in addition to the terms below, 100% of the RSUs under the Interim Executive RSU Agreement will become fully vested on the date that the Board appoints a permanent Chief Executive Officer, so long as the Mr. Wiemann remains continuously employed by the Company or a subsidiary of the Company until immediately prior to such appointment.

The number of RSUs subject to the CEO RSU Grant was calculated by dividing (x) $300,000 by (y) $14.33, the closing price of the Company’s no par value common stock on March 4, 2025.

The foregoing descriptions of the Wiemann Offer Letter and Interim Executive RSU Agreement are not complete and are qualified in their entirety by reference to the full text of the Wiemann Offer Letter and Interim Executive RSU Agreement, which are filed as Exhibit 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Howard Atkins

On March 3, 2025, the Board appointed Howard Atkins, a current independent director of the Board, as Acting CFO and Chief Transformation Officer, effective the close of business March 5, 2025. In connection with his appointment, Mr. Atkins will assume the role of the Company’s principal financial officer. Mr. Atkins succeeds Sheila Anderson, who will transition fully to her roles as principal accounting officer and Chief Data and Analytics Officer, a position she assumed in October 2024.

Mr. Atkins, age 73, has been a Director of the Company since December 2022. He has served on the Board’s Compensation Committee since December 2022, the Audit Committee since September 2023, and the Strategy and Risk Committee since March 2024. Mr. Atkins was appointed to the Board pursuant to the Cooperation Agreement dated as of July 23, 2022 (the “Cooperation Agreement”) between the Company and Prairieland Holdco, LLC and its affiliates, including Andrew D. Siegel, who also is a member of the Company’s Board. Mr. Atkins currently owns and manages HIA Capital, a business consulting and investment firm. In 2011, Mr. Atkins retired as the Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company, a banking and financial services company, where he was responsible for Wells Fargo’s financial management functions, investment portfolios, investor relations, capital management and corporate properties functions from 2001 to 2011. A 37-year veteran of the financial services industry, Mr. Atkins previously served as Executive Vice President and Chief Financial Officer of New York Life Insurance Company; Chief Financial Officer of Midlantic Corporation; and Corporate Treasurer of Chase Manhattan Bank. In addition, Mr. Atkins served as a Director for Occidental Petroleum Corporation from 2010 to 2019 and for Ingram Micro from 2004 to 2017.

 

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There are no arrangements or understandings between Mr. Atkins and any other persons pursuant to which he was selected to serve as the Company’s Acting CFO and Chief Transformation Officer. There are no family relationships between Mr. Atkins and any director or executive officer of the Company, and Mr. Atkins has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Effective as of the close of business March 5, 2025, the Company entered into an Offer Letter with Mr. Atkins memorializing the terms of his role as Acting Chief Financial Officer and Chief Transformation Officer of the Company (the “Atkins Offer Letter”). Pursuant to the Atkins Offer Letter, Mr. Atkins will receive cash compensation at a monthly rate of $75,000 and a lump-sum cash signing bonus of $225,000, both cash payments less applicable taxes and withholdings. In addition, Mr. Atkins will be eligible to receive a one-time grant of RSUs under the Incentive Plan, with a grant date fair value of approximately $150,000 (the “CFO RSU Grant”), as further described below, and to receive those other benefits that are made generally available to the Company’s executives, subject to the terms of the applicable benefit plans and programs. Mr. Atkins will not be eligible to receive an annual incentive bonus under the Company’s annual incentive plan nor will he continue to receive compensation as a non-employee member of the Board.

The terms of the CFO RSU grant will be set forth in the Interim Executive RSU Agreement and in accordance with the Company’s Incentive Plan. The terms described below under the heading “Retention RSU Agreement” used to describe the Retention RSU Agreement (as defined below) accurately describe the terms of the Interim Executive RSU Agreement, except that, in addition to the terms below, 100% of the RSUs under the Interim Executive RSU Agreement will become fully vested on the date that the Board appoints a permanent Chief Financial Officer and Chief Transformation Officer, so long as the Mr. Atkins remains continuously employed by the Company or a subsidiary of the Company until immediately prior to such appointment.

The number of RSUs subject to the RSU Grant was calculated by dividing (x) $150,000 by (y) $14.33, the closing price of the Company’s no par value common stock on March 4, 2025.

The foregoing descriptions of the Atkins Offer Letter and Interim Executive RSU Agreement are not complete and are qualified in their entirety by reference to the full text of the Atkins Offer Letter and Interim Executive RSU Agreement, which are filed as Exhibit 10.5 and 10.6 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Retention RSU Agreement

To incentivize retention throughout the executive transition, the Board has also approved a Retention RSU Agreement (the “Retention RSU Agreement”) and RSU grants to certain executive officers of the Company (“Retention RSU Grants”). The Retention RSU Grants will be made pursuant to the terms of the Retention RSU Agreement and the Incentive Plan, with such grants to be effective the close of business March 5, 2025.

Under the Retention RSU Agreement, one-third of the RSUs will vest on each of the first, second, and third anniversaries of the Vesting Commencement Date (as such date is specified in the applicable Retention RSU Agreement), so long the recipient remains continuously employed by the Company or a subsidiary of the Company through each such vesting date. To the extent vested, each RSU represents the right to receive one share of stock in the Company. Under the Retention RSU Agreement, if the recipient is terminated prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting as determined elsewhere in the agreement or the Incentive Plan, or otherwise, including the Employee Retention and Protection Plan described below), any unvested RSUs will generally terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. In addition, the RSUs shall become immediately and fully vested upon a Change in Control Termination (as defined in the Incentive Plan). RSUs do not participate in dividends.

The named executive officers that will receive Retention RSU Grants are identified below, along with the number of shares of Company stock that are subject to each grant.

 

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Retention RSU Grant Recipients

 

RSU Recipient    Intended Value of the RSU Grant  

Sheila M. Anderson, Chief Data and Analytics Officer

   $ 200,040  

Matthew J. Kurtenbach, Vice President

   $ 198,000  

Carla S. Gatzke, Vice President and Secretary

   $ 180,000  

The number of RSUs subject to each Retention RSU Grant was calculated by dividing (x) the intended value of the applicable RSU Grant by (y) $14.33, the closing price of the Company’s no par value common stock on March 4, 2025.

The foregoing description of the form of the Retention RSU Agreement is qualified in its entirety by reference to the Retention RSU Agreement, a copy of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Employee Retention and Protection Plan

On March 5, 2025, the Board adopted the Daktronics, Inc. Employee Retention and Protection Plan (the “Retention Plan”) to promote retention and to ensure each plan participant (a “Participant”) of their valued status within the Company by providing certain severance protections. We expect that each of our named executive officers will participate in the Retention Plan.

Under the Retention Plan, upon certain terminations of a Participant’s employment by the Company without “Cause” or by the Participant for “Good Reason” (such quoted terms as defined in the Retention Plan), then the Company will provide the Participant with the following severance payments and benefits, subject to the Participant’s execution and non-revocation of a release of claims, compliance with a restrictive covenant agreement, as applicable, and with respect to the COBRA Benefit (as defined below), timely and proper election of continuation coverage:

 

   

a cash severance payment, paid in accordance with the Company’s normal payroll practices over the applicable severance period, in an amount calculated by multiplying the Participant’s applicable severance multiplier (1x for all Executive Officers and for all Non-Executive Officers, the amount set forth in the Participation Agreement) by the aggregate amount of Participant’s base salary plus target annual bonus award for the year of termination;

 

   

a cash reimbursement, generally paid on a monthly basis, for continued coverage under the Company’s group health plans pursuant to COBRA for the applicable Severance Benefits Period (the “COBRA Benefit”);

 

   

as applicable, a lump-sum cash payment or reimbursement made within 60 days following the applicable termination date, of any earned but unpaid salary, incurred but unreimbursed expenses, and other benefits to which the employee is entitled; and

 

   

pro-rata acceleration of vesting of all outstanding Incentive Plan awards that the Participant holds at the applicable date of termination, with the pro-rata calculation based on the number of days within the service period satisfied on and prior to termination.

If the severance payments and benefits under the Retention Plan would trigger an excise tax for the Participant under Section 4999 of the Internal Revenue Code of 1986, such Participant’s severance payments and benefits will be either reduced to a level at which the excise tax is not triggered or paid in full (which would then be subject to the excise tax), whichever results in the better net after-tax position to such Participant.

The foregoing description of the form of the Retention Plan is qualified in its entirety by reference to the Retention Plan a copy of which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

 

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description of Exhibit

10.1    Separation and Release Agreement, dated March 5, 2025, by and between Reece A. Kurtenbach and Daktroncs, Inc.
10.2    Consulting Agreement, dated March 5, 2025, by and between Reece A. Kurtenbach and Daktronics, Inc.
10.3    Offer Letter, dated March 5, 2025, by and between Bradley T. Wiemann and Daktronics, Inc.
10.4    Form of Interim Executive RSU Agreement
10.5    Offer Letter, dated March 5, 2025, by and between Howard Atkins and Daktronics, Inc.
10.6    Form of Retention RSU Agreement
10.7    Daktronics, Inc. Employee Retention and Protection Plan
104    Cover Page Interactive Date File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    DAKTRONICS, INC.
Date: March 5, 2025     By:  

/s/ Sheila M. Anderson

      Sheila M. Anderson, Chief Financial Officer
      (Principal Financial Officer and Principal Accounting Officer)

 

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Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (this “Agreement”) is entered into by and between Daktronics, Inc. a South Dakota corporation (the “Company”), and Reece A. Kurtenbach (“Employee”). Employee and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Employee’s employment with the Company terminated effective as of March 5, 2025 (the “Separation Date”);

WHEREAS, Employee and the Company have entered into a Consulting Agreement effective as of the Separation Date (the “Consulting Agreement”);

WHEREAS, the Parties have agreed that Employee shall receive severance payments in the sum of $1,800,000 and such other benefits as provided herein, which severance payments and benefits are conditioned upon Employee’s execution, delivery and non-revocation of this Agreement; and

WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company and the Company Parties (as defined below), including any claims that Employee has or may have arising from or relating to Employee’s employment, or the end of Employee’s employment, with any Company Party.

NOW, THEREFORE, in consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee and the Company, the Parties hereby agree as follows:

1. Separation from Employment; Resignations. The Parties acknowledge and agree that Employee’s employment with the Company ended as of the Separation Date and that, as of the Separation Date, Employee was no longer employed by any Company Party. The Parties further acknowledge and agree that, as of the Separation Date, Employee automatically resigned (i) Chief Executive Officer and President and (ii) as an officer of the Company and each of their respective Affiliates (as defined below) for which Employee served as an officer. Employee also agrees that upon the appointment by the Board of a permanent Chief Executive Officer of the Company, Employee will resign as a member of the Board and will cooperate with the Company to execute any additional documentation to effectuate that resignation.

2. Separation Payments and Benefits. Provided that Employee: (x) executes this Agreement on or after the Separation Date and returns a signed copy of it to the Company, care of Carla Gatzke (Carla.Gatzke@daktronics.com), so that it is received no later than the close of business on the date that is twenty-one (21) days after Employee receives this Agreement, and it is not subsequently revoked by Employee in accordance with Section 5; (y) complies with the terms and conditions of the Consulting Agreement (including, by not limited to, Section 7 of the Consulting Agreement); and (z) satisfies the other terms and conditions set forth in this Agreement, then:

 

  a.

Employee shall receive a payment in the amount of $1,800,000, less applicable taxes and withholdings (the “Separation Payment”). The Separation Payment will be paid in substantially equal installments beginning no later than the Company’s first regularly scheduled pay date that occurs on or after the date that is 45 days following Separation Date (the “Initial Payment Date”) and ending on the regularly schedule pay date occurring on or first following the two year anniversary of the Initial Payment Date; and

 

  b.

The vesting of the unvested stock option and restricted stock unit awards previously granted to Employee under the Company’s equity-based compensation plans that are outstanding immediately prior to the Separation Date (the “Outstanding Awards”) shall be partially accelerated such that each of the Outstanding Awards shall become vested as to the number of options or restricted stock units that would have vested on the first vesting date set forth in the agreements evidencing the Outstanding Awards occurring after the Separation Date.

 

  c.

If Employee timely elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health plans (the “Group Plans”) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee in an amount equal to the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such Group Plans that would otherwise be payable by Employee for continued health or welfare benefits provided to Employee and Employee’s dependents pursuant to COBRA, less applicable taxes (the “COBRA Payment”), for a period of 24 (twenty-four) months following the Separation Date (the “Reimbursement Period”). Each reimbursement of the COBRA Payment shall be paid to such Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which such Employee submits to the Company documentation of the applicable premium payment having been paid by such employee, which documentation shall be submitted by such Employee to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive the COBRA Payment until the earliest of: (A) the last day of the Reimbursement Period, (B) the date Employee is no longer eligible to receive COBRA continuation coverage, and (C) the date Employee becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company, then the Company shall determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company.


Employee acknowledges and agrees that the consideration described in this Section 2 represents the entirety of the amounts Employee is eligible to receive as severance pay and benefits from the Company or any other Company Affiliate (as defined below) and that Employee has no entitlement to any further severance pay or benefits, and Employee was not entitled to receive the Separation Payment but for Employee’s entry into this Agreement and satisfaction of the terms herein.

3. Complete Release of Claims.

(a) In exchange for the consideration received by Employee herein, which consideration Employee was not entitled to but for Employee’s entry into this Agreement, Employee hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s ownership of any interest in any Company Party, Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Employee executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) any federal, state or local wage and hour law; (G) the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (H) any other local, state or federal law, regulation or ordinance; or (I) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Employee has under South Dakota law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2 of this Agreement. In addition, the Company hereby releases, discharges and forever acquits Employee from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s prior service relationship and performance of his duties with the Company. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in this Agreement prohibits or restricts Employee from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “Government Agency”). This Agreement does not limit Employee’s right to receive an award for information provided to a Government Agency. Further, in no event shall the Released Claims include (i) any claim which arises after the date that this Agreement is executed by Employee or (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be waived pursuant to ERISA.

(c) For purposes of this Agreement, “Affiliate” shall mean, with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time. For purposes of this Agreement, “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization, or other entity of any nature.

 

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(d) Employee hereby represents and warrants that, except for any claims reported to the Securities and Exchange Commission, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any Government Agency or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee warrants and represents that (i) he is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) he has the full right, power, capacity, and authority to enter into and execute this Agreement; and (iii) he fully understands this Agreement releases any and all past claims regardless of whether he is now aware of such claims.

4. Employee’s Representations.

(a) Employee represents that Employee has received all leaves (paid and unpaid) that Employee was owed or could be owed by the Company as of the date that Employee executes this Agreement. Employee further represents that (with the exception of any unpaid base salary and benefits earned in the pay period in which the Separation Date occurred) Employee has received all wages, bonuses and other compensation, been provided all benefits and been afforded all rights and been paid all sums that Employee is owed or has been owed by the Company or any other Company Party, including all vested payments or shares arising out of all incentive plans and any other bonus arrangements.

(b) By executing and delivering this Agreement, Employee expressly acknowledges that:

(i) Employee has carefully read this Agreement;

(ii) No material changes have been made to this Agreement since it was first provided to Employee and Employee has had at least 21 days to consider this Agreement before the execution and delivery hereof to Company;

(iii) Employee is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled, and Employee is not otherwise entitled to such additional consideration as set forth in this Agreement, but for his entry into this Agreement;

(iv) Employee has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Employee’s choice and Employee has had an adequate opportunity to do so prior to executing this Agreement;

(v) Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated herein; and Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will, and that Employee understands and agrees to each of the terms of this Agreement;

(vi) The only matters relied upon by Employee and causing Employee to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and

(vii) No Company Party has provided any tax or legal advice regarding this Agreement and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof.

(c) Other than matters previously disclosed to the board of directors of the Company and outside auditors, Employee is not aware of any material act or omission on the part of any Company employee (including Employee), director or agent that may have violated any applicable law or regulation or otherwise exposed the Company or any other Company Party to any liability, whether criminal or civil, whether to any government, individual, shareholder or other entity.

5. Revocation Right. Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven-day period beginning on the date Employee executes this Agreement (such seven day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be received by the Company, care of Carla Gatzke, and delivered via e-mail to Carla.Gatzke@daktronics.com, before 11:59 p.m., central time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 3 above will be of no force or effect, Employee will not receive the consideration set forth in Section 2 above, and the remainder of this Agreement will be in full force and effect.

6. Affirmation of Restrictive Covenants. Employee acknowledges and agrees that he has continuing obligations to the Company and its Affiliates, including obligations with respect to confidentiality, non-competition, non-solicitation, and non-disparagement, pursuant to the Consulting Agreement, or other agreements entered into between the Parties (the “Restrictive Covenants”). In entering into this Agreement, Employee specifically acknowledges the validity, binding effect, and enforceability of such restrictive covenants and expressly reaffirms Employee’s commitment to abide by (and agrees that he will abide by) the terms of such Restrictive Covenants.

 

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7. No Waiver. No failure by any Party hereto at any time to give notice of any breach by any other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

8. Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of South Dakota without reference to the principles of conflicts of law thereof.

9. Severability. To the extent permitted by applicable law, the Parties agree that any term or provision (or part thereof) of this Agreement that renders such term or provision (or part thereof) or any other term or provision of this Agreement (or part thereof) invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

10. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any payments made pursuant to Section 2 hereof all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.

11. Continued Cooperation. Following the Separation Date, Employee will provide the Company and, as applicable, the other Company Parties, with assistance, when reasonably requested by the Company, with respect to any matters related to Employee’s job responsibilities, transitioning Employee’s duties, assisting in litigation (including, but not limited to, testifying and cooperating in depositions) and otherwise providing information Employee obtained during the provision of the duties Employee performed for the Company and the other Company Parties, subject to reimbursement of Employee’s reasonable expenses incurred in complying with such requests for assistance.

12. Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

13. Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and each other Company Party that is not a signatory hereto, as each other Company Party that is not a signatory hereto shall be a third-party beneficiary of Employee’s release of claims, representations and covenants set forth in this Agreement.

14. Section 409A. Notwithstanding anything herein to the contrary this Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or otherwise shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are compliant with Section 409A, and in no event shall Employee be reimbursed by the Company for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

15. Amendment; Entire Agreement. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by Employee and the Company. This Agreement constitutes the entire agreement of the Parties with regard to the subject matters hereof. Notwithstanding the foregoing, this Agreement complements (and does not supersede or replace) any other agreements between the Company or any of its Affiliates and Employee that impose restrictions on Employee with regard to confidentiality, non-competition, non-solicitation, or non-disparagement (including the award agreements referenced in Section 6 above). There are no oral agreements between Employee and the Company. No promises or inducements have been offered except as set forth in this Agreement. Employee and the Company acknowledge that, in executing this Agreement, neither Party has relied upon any representations or warranties of any other Party. No promise or agreement which is not expressed in this Agreement has been made by the Company to Employee or by Employee to the Company in executing this Agreement. Each Party agrees that any omissions of fact concerning the matters covered by this Agreement are of no consequence in the decision to execute this Agreement.

 

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16. Interpretation. The section headings in this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes. The words “herein”, “hereof”, “hereunder,” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word “including” following any general statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items, or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” References in this Agreement to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement. No provision, uncertainty or ambiguity in or with respect to this Agreement shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

17. Return of Property. Employee acknowledges and agrees that he will return to the Company all documents, files (including electronically stored information), and other materials constituting or reflecting confidential or proprietary information of the Company or any other Company Party, and any other property belonging to the Company or any other Company Party, including all computer files, electronically stored information, and other materials, and Employee shall not maintain a copy of any such materials in any form. Notwithstanding this Section 17, the Company acknowledges and agrees that Employee will be entitled to retain his current cellular phone and cellular phone number.

18. Assignment. This Agreement is personal to Employee and may not be assigned by Employee. The Company may assign its rights and obligations under this Agreement without Employee’s consent, including to any other Company Party and to any successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company.

[Signatures begin on the following page]

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth beneath their signatures below.

 

DAKTRONICS INC.
By:    
Name:    
Title:    
Date:    
REECE A. KURTENBACH
 
Reece A. Kurtenbach

Date:

   

SIGNATURE PAGE TO

SEPARATION AND RELEASE AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made and effective as of March 5, 2025 (the “Effective Date”) by and between Daktronics, Inc., a South Dakota corporation, (the “Company”), and Reece A. Kurtenbach (“Consultant”). The Company and Consultant are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.

WHEREAS, Consultant and the Company have entered into a Separation and Release Agreement effective as of the Effective Date (the “Separation Agreement”);

WHEREAS, the Company desires to retain Consultant as an independent contractor to provide the services described herein for the period provided in this Agreement; and

WHEREAS, Consultant is willing to serve as an independent contractor and to provide such services, subject to the terms and conditions hereinafter provided.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Engagement of Consultant; Term. The Company agrees to engage Consultant commencing as of the Effective Date, as an independent contractor, and Consultant agrees to render consulting services from the Effective Date through October 31, 2025 (such date, the “Expiration Date”), unless earlier terminated as set forth herein. Notwithstanding the foregoing, the Company shall have the right to terminate this Agreement at any time, in its sole discretion, and may direct Consultant to perform no further Services (as defined below) after delivery of such notice of termination. This Agreement may be extended beyond the Expiration Date only if such extension is memorialized by a written agreement signed by both Parties. The period between the Effective Date and the expiration or termination of Consultant’s services hereunder is referred to as the “Term.

2. Services. During the Term, Consultant shall provide such consulting services as may be reasonably requested of Consultant from time to time by the Company’s Chief Data and Analytics Officer (the “CDAO”), and/or such other person as may be designated by the CDAO from time to time (the “Designee”) specifically assisting the Company with business object modeling, including data modeling in support of complex system implementations such as configure price quote and enterprise performance management and concept modeling in support of complex business initiatives such as success through teams (the “Services”). Such Services shall be provided on a weekly average of approximately 20 hours. Consultant shall liaise directly with the CDAO or any such Designee from time to time regarding the status of, and other aspects related to, the Services. Consultant shall devote his time and efforts as may be required to perform the Services in a proper and expeditious manner and shall perform the Services in accordance with all applicable law and regulations. The Company has determined that Consultant is uniquely qualified to perform the Services, and Consultant agrees that, during the Term, he will not provide any services to any other person or entity that otherwise prevent or limit his ability to perform the Services. Consultant shall coordinate the furnishing of Services in such a way as to generally conform to the business schedules of the Company.

 

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3. Fees and Expenses.

(a) The Parties acknowledge and agree that the payments and benefits set forth in Section 2 of the Separation Agreement constitute the full compensation to Consultant for providing the Services during the Term and that the Consultant is not entitled to any additional compensation for the Services.

(b) The Company shall reimburse Consultant for Consultant’s reasonable out-of-pocket business-related expenses actually incurred in the performance of Consultant’s duties under this Agreement so long as Consultant timely submits all documentation for such expenses, as required by Company policy in effect from time to time. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of such documentation (but in any event not later than the close of Consultant’s taxable year following the taxable year in which the expense is incurred by Consultant). In no event shall any reimbursement be made to Consultant for any expenses incurred after the date of termination of this Agreement.

(c) Consultant acknowledges and agrees he shall not be entitled to any additional payment or benefits from the Company for the Services other than as provided for in this Section 3. Consultant acknowledges and agrees that (i) the Company is not required to withhold federal, state or foreign income, gross receipts, or similar taxes from payments to Consultant hereunder or to otherwise comply with any state, federal or foreign law concerning the collection of income, gross receipts, or similar taxes at the source of payment of wages, and (ii) the Company is not required under the Federal Unemployment Tax Act or the Federal Insurance Contribution Act to pay or withhold taxes for unemployment compensation or for social security on behalf of Consultant with respect to payments made by the Company hereunder. The Company shall issue Consultant an IRS Form 1099-NEC, and Consultant shall be solely responsible for all federal, state, and local taxes in connection with the payments made by the Company hereunder. Consultant shall be solely responsible for making all applicable tax filings and remittances with respect to amounts paid to Consultant pursuant to this Agreement and shall indemnify and hold harmless the Company and its affiliates, and the foregoing entities’ respective representatives for all claims, damages, costs and liabilities arising from Consultant’s failure to do so.

4. Independent Contractor. The Parties acknowledge and agree that Consultant is an independent contractor of the Company. In no event shall Consultant be deemed to be an employee of the Company or any of its affiliates. Consultant acknowledges and agrees that, as a non-employee, Consultant is not eligible for any benefits sponsored by the Company or any of its affiliates, except as expressly provided for in this Agreement. Consultant shall not at any time communicate or represent to any third party, or cause or knowingly permit any third-party to assume, that Consultant is an employee or agent of the Company or any of its affiliates or, unless otherwise authorized in writing by an executive officer of the Company, have any authority to bind the Company or its affiliates or act on behalf of the Company or its affiliates. It is not the purpose or intention of this Agreement or the Parties to create, and the same shall not be construed as creating, any partnership, partnership relation, joint venture, agency, or employment relationship.

 

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5. Termination of Services. The Services shall terminate immediately upon the Expiration Date, unless terminated earlier as provided herein.

6. Intellectual Property. All results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or other work performed in connection with the Services or this Agreement (collectively, and including the Deliverables, “Work Product”), and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein, shall be owned exclusively by the Company. Consultant acknowledges and agrees that any and all Work Product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Company and all copyrights therein shall automatically and immediately vest in the Company. To the extent that any Work Product does not constitute “work made for hire,” Consultant hereby irrevocably assigns to the Company and its successors and assigns, for no additional consideration, Consultant’s entire right, title, and interest in and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section 6, Consultant hereby irrevocably waives in favor of the Company, to the extent permitted by applicable law, any and all claims Consultant may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply. As between Consultant and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to Consultant by the Company (“Company Materials”), and all Intellectual Property Rights therein. Consultant has no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform the Services. All other rights in and to the Company Materials are expressly reserved by the Company. Consultant has no right or license to use the Company’s trademarks, service marks, trade names, logos, symbols, or brand names.

7. Confidential Information and Restrictive Covenants.

(a) Consultant acknowledges that Consultant will have access to information that is treated as confidential, privileged, and proprietary by the Company and its affiliates, including, without limitation, the existence and terms of this Agreement, information subject to the legal privilege, trade secrets, technology, and information pertaining to business operations and strategies of the Company and its affiliates, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that Consultant accesses or develops in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. Consultant agrees, at all times, both during the Term and after termination of this Agreement, to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without

 

3


the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Consultant shall notify the Company immediately in the event Consultant becomes aware of any loss or disclosure of any Confidential Information. Consultant acknowledges that, in connection with the Services, Consultant shall have access to information that is subject to legal privilege, including the attorney-client privilege, attorney work product privilege, and litigation privilege, and Consultant agrees that, such privilege shall belong to the Company and its affiliates, and Consultant shall, at all times, maintain the confidentiality of any legally privileged information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through Consultant’s breach of this Agreement; or (ii) is communicated to Consultant by a third party that had no confidentiality obligations with respect to such information.

(b) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law, or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Consultant agrees to provide written notice of any such order to the Company within two (2) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.

(c) Notwithstanding any other provision of this Agreement, Consultant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose the Company’s trade secrets to Consultant’s attorney and use the trade secret information in the court proceeding if Consultant: (i) file any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement shall prohibit or restrict Consultant from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency (including the Department of Justice, Department of Labor, Securities and Exchange Commission, any Inspector General, and any other governmental agency, commission or regulatory authority) regarding a possible violation of any law or (ii) making disclosures that are protected under the whistleblower provisions of applicable law. Nothing herein will require any individual or entity to disclose to any Party that is has made such a disclosure.

(d) Consultant agrees and covenants that Consultant will not at any time make, publish or communicate to any person or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its affiliates or their businesses, or any of their managers, directors, officers or agents. Company agrees and covenants that Company will direct its officers and directors to not at any time make, publish or communicate to any person or in any public forum any defamatory or disparaging remarks, comments or statements concerning Consultant. This Section 7(d) does not, in any way, restrict or impede either party from making truthful statements in response to legal process, required governmental testimony or

 

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filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or a governmental agency, or otherwise making any statement or engaging in any activity permitted by Section 3(b) of the Separation Agreement.

(e) During the Prohibited Period, Consultant shall not, without the prior written approval of the Board, directly or indirectly, for Consultant or on behalf of or in conjunction with any other person or entity of any nature:

 

  i.

engage in or participate within the Market Area in competition with the Company or any if its direct or indirect subsidiaries (the “Company Group”) in any aspect of the Business, which prohibition shall prevent Consultant from directly or indirectly: (A) owning, managing, operating, being an officer or director of, or lending to, a business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group, in each case (with respect to this clause (B)) in any capacity (with respect to this clause (B)) in which Consultant’s duties or responsibilities: (x) are the same as or similar to the duties or responsibilities that Consultant had on behalf of any member of the Company Group, or (y) involve direct or indirect oversight of, or responsibility for, duties or responsibilities that are the same or similar to the duties or responsibilities that Consultant had on behalf of any member of the Company Group;

 

  ii.

appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area of which Consultant becomes aware during the period of Consultant’s employment by or other service relationship with a member of the Company Group;

 

  iii.

solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group located in the Market Area with whom or which Consultant had contact on behalf of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or

 

  iv.

solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group located in the Market Area to terminate his, her or its employment or engagement with any member of the Company Group; provided, however, that (a) this prohibition shall not apply to general solicitations, in any medium, not specifically targeted at the employees or contractors of any member of the Company Group, and (b) Consultant shall not hire any employee or contractor of any member of the Company Group who responds to such a general solicitation.

 

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(f) The Parties agree that the Company’s sole remedy for a breach of the covenants set forth in this Section 7 by the Consultant will be cessation of any future payments or provision of the benefits set forth in Section 2 of the Separation Agreement. Before exercising this remedy, the Company must provide Consultant with written notice of any claimed breach of covenant and allow Consultant no less than 30 days to cure any claimed breach before taking any action to pursue the remedy.

(g) The covenants in this Section 7, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.

(h) The following terms shall have the following meanings:

 

  i.

Business shall mean the design, fabrication, installation, and operation of large audio visual communication systems for Sports, Commercial, and Transportation.

 

  ii.

Business Opportunity shall mean any commercial, investment or other business opportunity relating to the Business.

 

  iii.

Market Area” shall mean: (A) during that portion of the Prohibited Period that exists during the Term, any country or territory where any member of the Company Group has locations or customers or prospective customers; and (B) during that portion of the Prohibited Period that exists following the Expiration Date, (1) any county in which the Company or another member of the Company Group for which Consultant performed services conducted Business as of the Expiration Date or in the twelve (12) months prior to the Expiration Date or (2) any other area that is within a five-hundred (500)-mile radius of a location where any member of the Company Group is engaged in the Business (including any customer location at which any member of the Company Group performs material operations) or at which any member of the Company Group otherwise owns property or interests related to the Business for which Consultant had material responsibility during the twelve (12) months prior to the Expiration Date.

 

  iv.

Prohibited Period” shall mean the 24 (twenty-four) month period beginning on the Effective Date.

8. Consultant’s Representations and Warranties. Consultant represents and warrants to the Company that Consultant has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Consultant’s obligations in this Agreement, and entering into this Agreement with the Company and performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant

 

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is subject. Consultant shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Consultant shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. Consultant agrees to perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services. Consultant expressly promises, acknowledges, and agrees that, in no event will Consultant violate any obligation that Consultant has to any prior employer or other third party during the Term or in the course of performing any Services, and in no event will Consultant use or disclose any confidential information belonging to any prior employer or other third party in the course of performing Services. Consultant promises, represents, and agrees that Consultant shall not introduce documents or other materials containing confidential information of any prior employer or other third party to the premises or property (including computers and computer systems) of the Company or any of its affiliates.

9. Applicable Law; Venue. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the state of South Dakota without reference to the principles of conflicts of law thereof. Any dispute, controversy or claim between Consultant on the one hand, and the Company or any of its affiliates, on the other hand, arising out of or relating to this Agreement shall be resolved in state or federal court, as applicable, located in Sioux Falls, South Dakota. THE PARTIES EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE THEIR RIGHTS TO A JURY TRIAL.

10. Entire Agreement; Amendments. This Agreement constitutes the entire and final agreement between the Parties with respect to the subject matters hereof. Subject to Section 11 below, this Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.

11. Severability; Reformation. If any provision of this Agreement (or part thereof) as applied to either Party or to any circumstances shall be adjudged by a tribunal of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision (or part thereof) of this Agreement or the validity or enforceability of this Agreement.

12. Waiver. Any waiver of a provision of this Agreement shall be effective only if it is in a writing signed by the Party entitled to enforce such term and against which such waiver is to be asserted. No delay or omission on the part of either Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement.

13. Assignment; Successors. This Agreement may not be assigned by either Party without the written consent of the other Party. Subject to the preceding sentence, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the Company’s successors and assigns.

 

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14. Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three (3) business days following the date deposited in the U.S. mail, certified or registered mail, return receipt requested, (c) if sent by e-mail, once received by the recipient’s e-mail server, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent:

If to the Company, addressed to:

Daktronics

Attn: Carla Gatzke

201 Daktronics Drive

Brookings, South Dakota 57006

If to Consultant, addressed to:

Reece A. Kurtenbach at the most recent address in the Company’s records.

15. Certain Construction Rules. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (a) all references to days, months or years shall be deemed references to calendar days, months or years and (b) any reference to a “Section” shall be deemed to refer to a section of this Agreement. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive, and the term “including” shall not be deemed to limit the language preceding such term. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party, whether under any rule of construction or otherwise. This Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

16. Execution of Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by .pdf or e-mail transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or e-mail shall be deemed to be their original signatures for all purposes. Electronic signature via DocuSign will also be deemed to be an original signature.

 

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17. Code Section 409A. Notwithstanding anything to the contrary contained herein, this Agreement and the payments hereunder are intended to satisfy or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder (collectively, “Section 409A”). Accordingly, all provisions herein, or incorporated by reference herein, shall be construed and interpreted to satisfy or be exempt from the requirements of Section 409A. Further, for purposes of Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.

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SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Parties have duly executed this Consulting Agreement, effective for all purposes as provided above.

 

DAKTRONICS, INC.
By:    
Name:    
Title:    
Date:    
CONSULTANT
By:    
  Reece A. Kurtenbach
Date:    

Exhibit 10.3

DAKTRONICS, INC.

March 5, 2025

Bradley T. Wiemann

[Address]

By Electronic Mail: [•]@[•].com

Dear Brad:

We are pleased to extend you an offer of employment as Interim President and Chief Executive Officer of Daktronics, Inc. (the “Company”), reporting to the Company’s Board of Directors (the “Board”). Your employment hereunder will begin on March 5, 2025 (the “Start Date”) and shall continue until such time as a Chief Executive Officer is appointed by the Board or your position as Interim President and Chief Executive Officer is terminated by the Board. The period that you are employed as Interim President and Chief Executive Officer pursuant to the terms of this letter agreement is referred to as the “Interim CEO Employment Period.”

During the Interim CEO Employment Period, you will be provided cash compensation at a monthly rate of $60,000, less applicable taxes and withholding, paid in accordance with the Company’s normal payroll practices.

This amount is intended to constitute base salary at an annual rate of $450,000 as well as a bonus of $270,000 per year (a 60% of base salary bonus). Consequently, you will not be entitled to receive an annual incentive bonus under the Company’s annual incentive plan with respect to any portion of the Interim CEO Employment Period. However, you will be entitled to receive an annual incentive bonus with respect to the fiscal year ending April 30, 2025 (the “Fiscal 2025 Bonus”), pro-rated for the period of time during the fiscal year in which you served as the Company’s Executive Vice President, which bonus will be based on the corporate and individual performance criteria as previously established by the Compensation Committee of the Board of Directors, in its sole discretion, pursuant to the Company’s annual incentive plan. Such Fiscal 2025 Bonus will be paid to you at the same time the annual incentive bonus is paid to officers and employees of the Company generally.

You will also be eligible to receive those benefits that are made generally available to Company executives, subject to the terms of the applicable benefit plans and programs as in effect from time to time.

Subject to approval by the Board, you will be eligible to receive a one-time equity award of Restricted Stock Units of the Company (the “Equity Award”) with a grant date fair value of $300,000. The Equity Award will be subject to the terms of the applicable award agreement and the Company’s 2020 Incentive Stock Plan. The award agreement will provide that the Equity Award shall vest in three equal installments on the first, second, and third anniversaries of the date of grant but will become 100% vested upon the appointment by the Board of a Chief Executive Officer provided you remain continuously employed with the Company up to such appointment. All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


Your employment will be on an “at will” basis, meaning that either you or the Company may terminate your employment hereunder or change your title or position with the Company (and thus end the Interim CEO Employment Period) at any time and for any reason or no reason. Any demotion from your position as Interim Chief Executive Officer, change in your title or reporting relationship, or reduction of your base salary, target bonus or targeted long term incentives following which modification(s) you continue in employment with the Company will not constitute “good reason” for your resignation or a constructive termination (or any similar or analogous concepts) under any severance plan or arrangement of the Company or under any equity awards held by you or under any other compensatory arrangements of the Company resulting in additional or accelerated payments or benefits.

You will be expected to continue to abide by all non-disclosure, non-competition, and non-solicitation agreements in effect between you and the Company or any of its affiliates. In addition, you agree that you will abide by all applicable Company policies and codes of ethics in effect from time to time.

This agreement shall be subject to, and construed according to, the laws of the State of South Dakota without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction.

Please sign below to acknowledge your agreement to the terms herein. We look forward to your contributions to the Company.

 

On behalf of Daktronics, Inc.:

 

Title:

 

ACCEPTED AND AGREED:

By:

   
 

Bradley T. Wiemann

Date:

   

Exhibit 10.4

DAKTRONICS, INC.

2020 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Daktronics, Inc. 2020 Stock Incentive Plan, as amended from time to time (the “Plan”), Daktronics, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Recipient”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement, as applicable.

 

Recipient:    __________________
Date of Grant:    __________________ (the “Date of Grant”)
Total Number of RSUs:    __________________
Vesting Commencement Date:    __________________ (the “Vesting Commencement Date”)
Vesting Schedule:    Subject to the terms of the Plan and the Agreement, the RSUs shall vest according to the following schedule: one-third of the RSUs will vest on each of the first, second, and third anniversaries of the Vesting Commencement Date (each such date, a “Vesting Date”), so long as you remain continuously employed by the Company or a Subsidiary from the Vesting Commencement Date through each such Vesting Date. In addition, the RSUs shall become 100% vested on the date the Board appoints a permanent      of the Company, so long as you remain continuously employed by the Company or a Subsidiary from the Vesting Commencement Date until immediately prior to such appointment.

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]


IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Recipient has executed this Grant Notice, effective for all purposes as provided above.

 

DAKTRONICS, INC.
By:    
Name:
Title:

RECIPIENT

 
Name:

 

1


EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Date of Grant by and between Daktronics, Inc., a South Dakota corporation (the “Company”), and      (the “Recipient”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award. In consideration of the Recipient’s past and/or continued employment with the Company or a Subsidiary and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Recipient the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one share of Stock. Vesting and settlement of the RSUs shall occur at the times and subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Recipient will have no right to receive any Stock or other payments in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2. Vesting and Forfeiture of RSUs.

(a) Except as otherwise set forth in this Section 2 or the Plan, the RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with such vesting schedule, the Recipient will have no right to receive any dividends or other distribution with respect to the RSUs. In the event of the termination of the Recipient’s employment with the Company, prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to this Section 2 and the Plan), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Section 9, the RSUs shall immediately become fully vested upon a Change in Control Termination.

3. Settlement of RSUs. If the RSUs vest pursuant to Section 2, then as soon as administratively practicable following the vesting of the RSUs pursuant to Section 2, but in no event later than 60 days after each such vesting date, the Company shall deliver to the Recipient (or the Recipient’s permitted transferee, if applicable) the number of shares of Stock subject to the RSUs that vested and are being settled. Any fractional RSU that becomes vested hereunder shall be rounded down at the time shares of Stock are issued in settlement of such RSU. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to the Recipient pursuant to this Agreement. All shares of Stock issued hereunder, if any, shall be

 

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delivered either by delivering one or more certificates for such shares to the Recipient or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

4. Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Recipient for federal, state, local or foreign tax purposes, the Recipient shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements may include, at the Company’s election, the delivery of cash or cash equivalents, Stock (including previously owned Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of cash or shares of Stock otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through the withholding of shares of Stock that are otherwise issuable to the Recipient pursuant to this Award (or through the surrender of previously owned shares of Stock by the Recipient to the Company), the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities, determined based on the greatest withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. For the avoidance of doubt, to the extent any cash payments are made to the Recipient under this Agreement, taxes related thereto will be withheld from such payments. The Recipient acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares of Stock and the Recipient has been advised, and hereby is advised, to consult a tax advisor. The Recipient acknowledges and agrees that none of the Board, the Committee, the Company or any Subsidiary have made any representation or warranty as to the tax consequences to the Recipient as a result of the receipt of the RSUs, the vesting of the RSUs or the forfeiture of any of the RSUs. The Recipient represents that the Recipient is in no manner relying on the Board, the Committee, the Company or a Subsidiary or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

5. Non-Transferability. During the lifetime of the Recipient, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Recipient or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

 

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6. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder, if any, will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Stock hereunder, the Company may require the Recipient to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7. Legends. If a stock certificate is issued with respect to any shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and Exchange Commission (the “SEC”), any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.

8. Rights as a Stockholder. Neither the Recipient nor any person claiming under or through the Recipient shall have rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Recipient has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

9. Execution of Receipts and Releases. Any payments of cash or any issuance or transfer of shares of Stock or other property to the Recipient or the Recipient’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Recipient or the Recipient’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs.

 

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10. No Right to Continued Employment or Awards.

(a) For purposes of this Agreement, the Recipient shall be considered to be employed by the Company as long as the Recipient remains an employee of the Company or a Subsidiary, or an employee of a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award. Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Recipient the right to continued employment by the Company or any Subsidiary, or any other entity, or affect in any way the right of the Company or any such Subsidiary, or any other entity to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the Recipient’s employment by the Company, or any such Subsidiary, or any other entity, shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Recipient or the Company, or any such Subsidiary or any other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes.

(b) The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

11. Legal and Equitable Remedies. The Recipient acknowledges that a violation or attempted breach of any of the Recipient’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Subsidiaries shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Recipient or the affiliates, partners or agents of the Recipient from such breach or attempted violation of such covenants and agreements, as well as to recover from the Recipient any and all costs and expenses sustained or incurred by the Company or any Subsidiary in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 11 shall be cumulative and in addition to any other remedies to which such party may be entitled.

12. Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Recipient (or other holder):

Daktronics, Inc.

Attn: Vice President, Human Resources

201 Daktronics Drive

Brookings, SD 57006

 

A-4


If to the Recipient, at the Recipient’s last known address on filed with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Recipient when it is mailed by the Company or, if such notice is not mailed to the Recipient, upon receipt by the Recipient. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of such party, on the fourth day after the day it is so placed in the mail.

13. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Recipient agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Recipient has access. The Recipient hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

14. Agreement to Furnish Information. The Recipient agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

15. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment agreement between the Recipient and the Company (or a Subsidiary or other entity) or a severance plan in which the Recipient participates, in each case, in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Recipient shall be effective only if it is in writing and signed by both the Recipient and an authorized officer of the Company.

16. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

 

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17. Clawback. Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all cash or shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

18. Governing Law. THIS AGREEMENT AND THE RIGHTS OF THE RECIPIENT HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH DAKOTA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

19. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Recipient’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Recipient and the Recipient’s beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

20. Headings. Headings are for convenience only and are not deemed to be part of this Agreement.

21. Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic or digital signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

22. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and the guidance and regulations promulgated thereunder (“Section 409A”), and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the RSUs may not be exempt from Section 409A, then, if the Recipient is deemed to be a “specified employee” within the meaning of Section 409A, as determined by the Committee, at a time when the Recipient becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six months following the Recipient’s separation from service and (b) the Recipient’s death. Notwithstanding the foregoing, the Company and its Subsidiaries make no representations that the RSUs provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any Subsidiary be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Recipient on account of non-compliance with Section 409A.

 

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Exhibit 10.5

DAKTRONICS, INC.

March 5, 2025

Howard I. Atkins

[Address]

By Electronic Mail: []@[].com

Dear Howard:

We are pleased to extend you an offer of employment as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics, Inc. (the “Company”), reporting to the Company’s Board of Directors (the “Board”). Your employment hereunder will begin on March 5, 2025 (the “Start Date”) and shall continue until such time as a Chief Financial Officer is appointed by the Board or your position as Acting Chief Financial Officer and Chief Transformation Officer is terminated by the Board. The period that you are employed as Acting Chief Financial Officer and Chief Transformation Officer pursuant to the terms of this letter agreement is referred to as the “Acting CFO Employment Period.” You will remain a member of the Board during the Acting CFO Employment Period but, by executing this letter, resign from all current Board committees on which you serve. You agree to work fulltime, and to fully and completely fulfill the responsibilities of the CFO and CTO during the Acting CFO Employment Period. You agree to travel to Brookings, South Dakota as needed to perform your duties as Acting Chief Financial Officer and Chief Transformation Officer. On a monthly basis, the board will evaluate your performance as Acting CFO and CTO, and you will report at least monthly to the Company’s Chief Executive Officer and Board on your progress.

During the Acting CFO Employment Period, you will be provided cash compensation at a monthly rate of $75,000, less applicable taxes and withholding, paid in accordance with the Company’s normal payroll practices. In addition, no later than March 7, 2025, you will receive a lump sum cash signing bonus of $225,000, less applicable taxes and withholding.

This amount is intended to constitute base salary as well as an annual bonus incentive. Consequently, you will not be entitled to receive an annual incentive bonus under the Company’s annual incentive plan nor will you continue to receive compensation as a non-employee member of the Board.

Subject to approval by the Board, you will be eligible to receive a one-time equity award of Restricted Stock Units of the Company (the “Equity Award”) with a grant date fair value of $150,000. The Equity Award will be subject to the terms of the applicable award agreement and the Company’s 2020 Incentive Stock Plan. The award agreement will provide that the Equity Award shall vest in three equal installments on the first, second, and third anniversaries of the date of grant but will become 100% vested upon the appointment by the Board of a Chief Financial Officer provided you remain continuously employed with the Company up to such appointment. All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


Your employment will be on an “at will” basis, meaning that either you or the Company may terminate your employment hereunder or change your title or position with the Company (and thus end the Acting CFO Employment Period) at any time and for any reason or no reason. Any demotion from your position as Acting Chief Financial Officer, change in your title or reporting relationship, or reduction of your base salary, target bonus or targeted long term incentives following which modification(s) you continue in employment with the Company will not constitute “good reason” for your resignation or a constructive termination (or any similar or analogous concepts) under any severance plan or arrangement of the Company or under any equity awards held by you or under any other compensatory arrangements of the Company resulting in additional or accelerated payments or benefits.

You will be expected to continue to abide by all non-disclosure, non-competition, and non-solicitation agreements in effect between you and the Company or any of its affiliates. In addition, you agree that you will abide by all applicable Company policies and codes of ethics in effect from time to time.

This agreement shall be subject to, and construed according to, the laws of the State of South Dakota without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction.

Please sign below to acknowledge your agreement to the terms herein. We look forward to your contributions to the Company.

 

On behalf of Daktronics, Inc.:
 

 

Title:

 

ACCEPTED AND AGREED:
By:    
  Howard I. Atkins
Date:    

Exhibit 10.6

DAKTRONICS, INC.

2020 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Daktronics, Inc. 2020 Stock Incentive Plan, as amended from time to time (the “Plan”), Daktronics, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Recipient”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement, as applicable.

 

Recipient:    __________________
Date of Grant:    __________________ (the “Date of Grant”)
Total Number of RSUs:    __________________
Vesting Commencement Date:    __________________ (the “Vesting Commencement Date”)
Vesting Schedule:    Subject to the terms of the Plan and the Agreement, the RSUs shall vest according to the following schedule: one-third of the RSUs will vest on each of the first, second, and third anniversaries of the Vesting Commencement Date, so long as you remain continuously employed by the Company or a Subsidiary from the Vesting Commencement Date through each such vesting date.

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]


IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Recipient has executed this Grant Notice, effective for all purposes as provided above.

 

DAKTRONICS, INC.
By:    
Name:
Title:
RECIPIENT
 
Name:

 

1


EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Date of Grant by and between Daktronics, Inc., a South Dakota corporation (the “Company”), and _________ (the “Recipient”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award. In consideration of the Recipient’s past and/or continued employment with the Company or a Subsidiary and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Recipient the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one share of Stock. Vesting and settlement of the RSUs shall occur at the times and subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Recipient will have no right to receive any Stock or other payments in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2. Vesting and Forfeiture of RSUs.

(a) Except as otherwise set forth in this Section 2 or the Plan, the RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with such vesting schedule, the Recipient will have no right to receive any dividends or other distribution with respect to the RSUs. In the event of the termination of the Recipient’s employment with the Company prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to this Section 2 and the Plan), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Section 9, the RSUs shall immediately become fully vested upon a Change in Control Termination.

3. Settlement of RSUs. If the RSUs vest pursuant to Section 2, then as soon as administratively practicable following the vesting of the RSUs pursuant to Section 2, but in no event later than 60 days after each such vesting date, the Company shall deliver to the Recipient (or the Recipient’s permitted transferee, if applicable) the number of shares of Stock subject to the RSUs that vested and are being settled. Any fractional RSU that becomes vested hereunder shall be rounded down at the time shares of Stock are issued in settlement of such RSU. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to the Recipient pursuant to this Agreement. All shares of Stock issued hereunder, if any, shall be

 

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delivered either by delivering one or more certificates for such shares to the Recipient or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

4. Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Recipient for federal, state, local or foreign tax purposes, the Recipient shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements may include, at the Company’s election, the delivery of cash or cash equivalents, Stock (including previously owned Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of cash or shares of Stock otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through the withholding of shares of Stock that are otherwise issuable to the Recipient pursuant to this Award (or through the surrender of previously owned shares of Stock by the Recipient to the Company), the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities, determined based on the greatest withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. For the avoidance of doubt, to the extent any cash payments are made to the Recipient under this Agreement, taxes related thereto will be withheld from such payments. The Recipient acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares of Stock and the Recipient has been advised, and hereby is advised, to consult a tax advisor. The Recipient acknowledges and agrees that none of the Board, the Committee, the Company or any Subsidiary have made any representation or warranty as to the tax consequences to the Recipient as a result of the receipt of the RSUs, the vesting of the RSUs or the forfeiture of any of the RSUs. The Recipient represents that the Recipient is in no manner relying on the Board, the Committee, the Company or a Subsidiary or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

5. Non-Transferability. During the lifetime of the Recipient, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Recipient or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

 

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6. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder, if any, will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Stock hereunder, the Company may require the Recipient to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

7. Legends. If a stock certificate is issued with respect to any shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and Exchange Commission (the “SEC”), any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.

8. Rights as a Stockholder. Neither the Recipient nor any person claiming under or through the Recipient shall have rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Recipient has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

9. Execution of Receipts and Releases. Any payments of cash or any issuance or transfer of shares of Stock or other property to the Recipient or the Recipient’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Recipient or the Recipient’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs.

 

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10. No Right to Continued Employment or Awards.

(a) For purposes of this Agreement, the Recipient shall be considered to be employed by the Company as long as the Recipient remains an employee of the Company or a Subsidiary, or an employee of a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award. Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Recipient the right to continued employment by the Company or any Subsidiary, or any other entity, or affect in any way the right of the Company or any such Subsidiary, or any other entity to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the Recipient’s employment by the Company, or any such Subsidiary, or any other entity, shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Recipient or the Company, or any such Subsidiary or any other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes.

(b) The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

11. Legal and Equitable Remedies. The Recipient acknowledges that a violation or attempted breach of any of the Recipient’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Subsidiaries shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Recipient or the affiliates, partners or agents of the Recipient from such breach or attempted violation of such covenants and agreements, as well as to recover from the Recipient any and all costs and expenses sustained or incurred by the Company or any Subsidiary in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 11 shall be cumulative and in addition to any other remedies to which such party may be entitled.

12. Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Recipient (or other holder):

Daktronics, Inc.

Attn: Vice President, Human Resources

201 Daktronics Drive

Brookings, SD 57006

 

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If to the Recipient, at the Recipient’s last known address on filed with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Recipient when it is mailed by the Company or, if such notice is not mailed to the Recipient, upon receipt by the Recipient. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of such party, on the fourth day after the day it is so placed in the mail.

13. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Recipient agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Recipient has access. The Recipient hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

14. Agreement to Furnish Information. The Recipient agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

15. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment agreement between the Recipient and the Company (or a Subsidiary or other entity) or a severance plan in which the Recipient participates, in each case, in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Recipient shall be effective only if it is in writing and signed by both the Recipient and an authorized officer of the Company.

16. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

 

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17. Clawback. Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all cash or shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

18. Governing Law. THIS AGREEMENT AND THE RIGHTS OF THE RECIPIENT HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH DAKOTA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

19. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Recipient’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Recipient and the Recipient’s beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

20. Headings. Headings are for convenience only and are not deemed to be part of this Agreement.

21. Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic or digital signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.

22. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and the guidance and regulations promulgated thereunder (“Section 409A”), and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the RSUs may not be exempt from Section 409A, then, if the Recipient is deemed to be a “specified employee” within the meaning of Section 409A, as determined by the Committee, at a time when the Recipient becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six months following the Recipient’s separation from service and (b) the Recipient’s death. Notwithstanding the foregoing, the Company and its Subsidiaries make no representations that the RSUs provided under this Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any Subsidiary be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Recipient on account of non-compliance with Section 409A.

 

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Exhibit 10.7

DAKTRONICS, INC.

EMPLOYEE RETENTION AND PROTECTION PLAN

ARTICLE I

PURPOSE

This Daktronics, Inc. Employee Retention and Protection Plan has been established by the Company on March 3, 2025 (the “Effective Date”) to promote retention and to ensure Participants of their valued status by obligating the Daktronics, Inc. (the “Company”) to provide significant severance protections in the event of Participant’s employment termination by the Company without cause or by the Participant for “good reason” such as reassignment to a lesser responsibility.

The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is intended to be and shall be administered and maintained as an unfunded welfare benefit plan under Section 3(1) of ERISA. This document constitutes both the formal Plan document and a summary of the Plan, called a Summary Plan Description (“SPD”), and describes the provisions of the Plan that are in effect as of the Effective Date. The Company urges all Participants to read this SPD carefully so that Participants will understand the Plan as it applies to the Participants and their family. The Company suggests that all Participants keep this document in a safe place for future reference.

Capitalized terms used but not otherwise defined herein have the meanings set forth in Article 9.

ARTICLE II

PARTICIPATION

The Administrator shall designate and provide written notice to each Eligible Employee chosen by the Administrator to participate in the Plan (each, a “Participant”). Updates to Appendix A shall not require an amendment of the Plan and the Administrator has the ability to amend or modify Appendix A at any time without Participant consent.

ARTICLE III

SEVERANCE BENEFITS

Section 3.01 Severance Benefits. If a Participant has a Qualifying Termination, whether or not in connection with a Change in Control, then, subject to Article 4, the Company will provide the Participant with the following:

(a) A cash severance payment calculated by multiplying the Participant’s Severance Multiplier by the aggregate amount of the Participant’s base salary plus target annual bonus award for the fiscal year in which the applicable termination occurs (the “Severance”). The Severance will be divided into substantially equal installments over the

 

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Period of time that equals the number of months of base salary applicable to the Participant’s Severance Multiplier, paid in accordance with the Company’s regularly schedule payroll process, beginning no later than the Company’s first regularly scheduled pay date that occurs on or after the Release Expiration Date, and less applicable withholding. For purposes of calculating the Severance amount, a Participant’s target annual bonus award will be the target amount communicated to the Participant in writing by the Company with respect to the applicable year, whether in an Individual Employment Contract or otherwise.

(b) During the portion, if any, of the period equal to the number of months within the Participant’s Severance Benefits Period that the Participant elects to continue coverage for the Participant and the Participant’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA, the Company shall promptly reimburse the Participant on a monthly basis for the difference between the amount the Participant pays to effect and continue such coverage and the employee contribution amount that similarly-situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”).

(i) The COBRA Benefit shall be paid to the Participant in accordance with the Company’s regular process and payroll procedure for providing such benefits.

(ii) Notwithstanding the foregoing, the Participant shall only be eligible to receive such reimbursement payments until the earliest of: (i) the last day of the Participant’s Severance Benefits Period; (ii) the date the Participant is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which the Participant becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by the Participant); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain the Participant’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage.

(iii) Notwithstanding the foregoing, if the Company’s provision of the COBRA Benefit under this Section 3.01(c) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and the related regulations and guidance promulgated thereunder (the “ACA”), the Company shall reform this Section 3.01(c) in a manner as is necessary to comply with the ACA.

(c) Payment or reimbursement, as applicable, of (i) earned but unpaid base salary as of the date of the applicable termination; (ii) all incurred but unreimbursed expenses for which the Participant is entitled to reimbursement; and (iii) benefits to which Employee is entitled under the terms of any applicable Company benefit plan or program

 

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(collectively, the “Accrued Benefits”). Any amounts due to the Participant pursuant to clause (i) of this paragraph shall be paid in a lump sum within sixty (60) days following the applicable termination date; amounts due pursuant to clauses (ii) or (iii) will be paid in accordance with the terms of the applicable plan, policy, or arrangement to which they relate.

Section 3.02 LTIP Awards. Notwithstanding anything to the contrary within any LTIP or in any individual LTIP award agreement, subject to Article 4, upon a Qualifying Termination, all outstanding LTIP awards that the Participant holds at the time of the applicable termination of employment shall receive pro-rata acceleration of vesting, with the pro-ration calculated based upon the number of days within the service period satisfied on and prior to the date of the Qualifying Termination. In the event that any outstanding LTIP equity awards are subject to performance-based vesting conditions, the calculation of the pro-rata portion of the award that may become vested shall be determined based upon target performance levels. The exercise or settlement of any such LTIP awards will be determined pursuant to the settlement provisions contained in the applicable governing documents, including timing, exercise procedures, form of payment, release requirements or any other applicable restrictions or conditions to settlement contained within the governing documents.

ARTICLE IV

CONDITIONS

Section 4.01 Required Conditions. A Participant’s entitlement to any Severance Benefits under this Plan, or the right to continue receiving such Severance Benefits, will be subject to:

(a) the Participant executing on or before the Release Expiration Date and not revoking within any time provided by the Company to do so, a release of all claims in a form acceptable to the Company (the “Release”), which Release shall release the Company’s respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents, and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Participant’s employment with the Company or the termination of such employment, but excluding all claims to Severance Benefits the Participant may have under Article 3; provided, however, that if the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by the Participant, then the Participant shall not be entitled to any portion of the Severance Benefits under Article 3;

(b) if applicable, the Participant must be in compliance with, and remain in compliance with, restrictive covenant agreement that exists between the Participant and the Company; and

(c) with respect to the COBRA Benefit only, the Participant timely and properly electing continuation coverage under COBRA.

 

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Section 4.02 Contingent Conditions. A Participant’s entitlement to any Severance Benefits under this Plan, or the right to continue receiving such Severance Benefits, may be subject to additional conditions to those set forth in Section 4.01 above, as determined at the sole discretion of the Company and communicated to each individual Participant, as applicable, including:

(a) the Participant executing and delivering to the Company his or her Participation Agreement in accordance with the terms thereof; or

(b) the Participant entering into a restrictive covenant agreement with the Company, with the terms and conditions of such agreement(s) to be determined in good faith by the Company.

ARTICLE V

280G MATTERS

Notwithstanding anything to the contrary in the Plan, if a Participant is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in the Plan, together with any other payments and benefits which such Participant has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in the Plan shall be either:

(a) reduced (but not below zero) so that the present value of such total amounts and benefits received by such Participant from the Company will be one dollar ($1.00) less than three (3) times such Participant’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by such Participant shall be subject to the excise tax imposed by Section 4999 of the Code; or

(b) paid in full,

whichever produces the better net after-tax position to such Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, second, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times such Participant’s base amount, then such Participant shall be required to immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Article 5 shall require the Company to be responsible for, or have any liability or obligation with respect to, such Participant’s excise tax liabilities under Section 4999 of the Code.

 

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ARTICLE VI

ADMINISTRATION, AMENDMENT AND TERMINATION

Section 6.01 Administration. The Administrator has the exclusive right, power, and authority, in its sole and absolute discretion, to administer and interpret the Plan. The Administrator has all powers reasonably necessary to carry out its responsibilities under the Plan including (but not limited to) the sole and absolute discretionary authority to:

(a) administer the Plan according to its terms and to interpret Plan policies and procedures;

(b) resolve and clarify inconsistencies, ambiguities, and omissions in the Plan, and among and between the Plan and other related documents;

(c) take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts;

(d) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan;

(e) process and approve or deny all claims for benefits; and

(f) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Plan, as may arise in connection with the Plan.

The decision of the Administrator on any disputes arising under the Plan, including (but not limited to) questions of construction, interpretation and administration shall be final, conclusive and binding on all persons having an interest in or under the Plan. Any determination made by the Administrator shall be given deference in the event the determination is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.

Section 6.02 Amendment and Termination. The Company reserves the right to amend or terminate the Plan at any time, by providing at least ninety (90) days advance written notice to each Participant; provided that no such amendment or termination that has the effect of reducing or diminishing the right of any Participant will be effective without the written consent of such Participant.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01 At-Will Employment. The Plan does not alter the status of each Participant as an at-will employee of the Company. Nothing contained herein shall be deemed to give any Participant the right to remain employed by the Company or to interfere with the rights of the Company to terminate the employment of any Participant at any time, with or without Cause.

 

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Section 7.02 Other Plans, Agreements and Benefits.

(a) In the event that an Eligible Employee is a party to an Individual Employment Contract and the Company, in its sole discretion, determines that the severance payments or benefits provided within any Individual Employment Contract are subject to Section 409A, this Plan will not be used to terminate, replace, substitute, enhance or otherwise impermissibly modify the applicable provisions of the Individual Employment Contract in a manner that would subject the individual employee or the Company to any excise, penalty or other taxes pursuant to Section 409A.

(b) Any Severance Benefits payable to a Participant under the Plan will not be counted as compensation for purposes of determining benefits under any other benefit policies or plans of the Company, except to the extent expressly provided therein.

Section 7.03 Mitigation and Offset. If a Participant obtains other employment, then such other employment will not affect the Participant’s rights or the Company’s obligations under the Plan. The Company may reduce the amount of any Severance Benefits otherwise payable to or on behalf of a Participant by the amount of any obligation of the Participant to the Company, and the Participant shall be deemed to have consented to such reduction.

Section 7.04 Severability. The invalidity or unenforceability of any other provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan. If any other provision of the Plan is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, such provision shall be deemed modified, amended, and narrowed to the extent necessary to render such provision legal, valid, and enforceable, and the other remaining provisions of the Plan shall not be affected but shall remain in full force and effect.

Section 7.05 Headings and Subheadings. Headings and subheadings contained in the Plan are intended solely for convenience and no provision of the Plan is to be construed by reference to the heading or subheading of any section or paragraph.

Section 7.06 Unfunded Obligations. The amounts to be paid to Participants under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Participants shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.

Section 7.07 Successors. The Plan will be binding upon any successor to the Company, its assets, its businesses, or its interest (whether as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require any successor to the Company to expressly and unconditionally assume the Plan in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. All payments and benefits that become due to a Participant under the Plan will inure to the benefit of his or her heirs, assigns, designees, or legal representatives.

 

6


Section 7.08 Transfer and Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate, or otherwise encumber, transfer, hypothecate, or convey any amounts payable under the Plan prior to the date that such amounts are paid, except that, in the case of a Participant’s death, such amounts shall be paid to the Participant’s beneficiaries.

Section 7.09 Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan.

Section 7.10 Governing Law. To the extent not pre-empted by federal law, the Plan shall be construed in accordance with and governed by the laws of South Dakota without regard to conflicts of law principles. Any action or proceeding to enforce the provisions of the Plan will be brought only in a state or federal court located in the state of South Dakota, and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

Section 7.11 Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Participant. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law, regulation or Company policy, as applicable.

Section 7.12 Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

Section 7.13 Section 409A.

(a) The Plan is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under the Plan shall be treated as a separate payment. Any payments to be made under the Plan upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A.

 

7


(b) Notwithstanding any other provision of the Plan, if any payment or benefit provided to a Participant in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-month anniversary of the Qualifying Termination or, if earlier, on the Participant’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Participant’s separation from service occurs shall be paid to the Participant in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding any other provision of the Plan, if any payment or benefit is conditioned on the Participant’s execution of a Release, then the first payment shall include all amounts that would otherwise have been paid to the Participant during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed.

(c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Plan shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) any right to reimbursements or in-kind benefits under the Plan shall not be subject to liquidation or exchange for another benefit.

ARTICLE VIII

CLAIMS PROCEDURES

Section 8.01 Additional Information for SPD.

(a) Name and Number of the Plan. The Plan name is the “Daktronics Inc. Employee Retention and Protection Plan,” which is a component program of the Daktronics, Inc. Welfare Benefits Plan, plan no. 555.

(b) Type of Plan. The Plan is a severance pay welfare benefit plan and is not a pension benefit plan.

(c) Plan Sponsor. The name of the sponsor of the Plan and its federal taxpayer identification number (“EIN”) are:

Daktronics Inc.

21 Daktronics Drive

Brookings, SD 57006

Phone number: 605-692-0200

EIN: 46-0306862

 

8


(d) Plan Administrator. The Plan is administered by the Compensation Committee of the Board. Communications and all claims may be directed and addressed to the Administrator through the Vice President of Human Resources, who may be contacted at the following email address: benefits@daktronics.com.

Section 8.02 Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within sixty (60) days after the Participant’s Qualifying Termination. Claims should be addressed and sent to the Administrator using the contact information above.

If the Participant’s claim is denied, in whole or in part, the Participant will be furnished with written notice of the denial within ninety (90) days after the Administrator’s receipt of the Participant’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, then written notice of the extension will be furnished to the Participant before the termination of the initial ninety (90)-day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. Written notice of the denial of the Participant’s claim will contain the following information:

(a) The specific reason or reasons for the denial of the Participant’s claim;

(b) References to the specific Plan provisions on which the denial of the Participant’s claim was based;

(c) A description of any additional information or material required by the Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(d) A description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

Section 8.03 Appeal of Denied Claims. If the Participant’s claim is denied and he or she wishes to submit a request for a review of the denied claim, then the Participant, or his or her authorized representative, must follow the procedures described below:

(a) Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than sixty (60) days after the Participant has received written notification of the denial.

 

9


(b) The Participant has the right to submit in writing to the Administrator any comments, documents, records, and other information relating to his or her claim for benefits.

(c) The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records, and other information that is relevant to his or her claim for benefits.

(d) The review of the denied claim will take into account all comments, documents, records, and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.

Section 8.04 Administrators Response to Appeal. The Administrator will provide the Participant with written notice of its decision within sixty (60) days after the Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this sixty (60)-day period. In any such case, the Administrator will notify the Participant in writing within the sixty (60)-day period and the final decision will be made no later than 120 days after the Administrator’s receipt of the Participant’s written claim for review. The Administrator’s decision on the Participant’s claim for review will be communicated to the Participant in writing and will clearly state:

(a) The specific reason or reasons for the denial of the Participant’s claim;

(b) Reference to the specific Plan provisions on which the denial of the Participant’s claim is based;

(c) A statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records, and other information relevant to his or her claim for benefits; and

(d) A statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.

Section 8.05 ERISA Rights. Eligible Employees are entitled to certain rights and protections under ERISA. ERISA provides that all Eligible Employees are entitled to:

(a) Examine, without charge, at the Company’s office, all Plan documents and copies of all documents governing the Plan, a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b) Obtain, upon written request to the Company, copies of all documents governing the Plan, including copies of the latest annual report (Form 5500 series) and updated summary plan description upon written request to the Company. The Company may charge the Eligible Employee a reasonable amount for the copies.

 

10


In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of the Eligible Employees. No one, including the Company, may fire an Eligible Employee or otherwise discriminate against an Eligible Employee in any way to prevent such Eligible Employee from obtaining a benefit or exercising his or her rights under ERISA.

If a claim for a benefit is denied or ignored, in whole or in part, the claimant has a right to know why this was done, to obtain copies of documents relating to the decision without charge and to have the denial reviewed and reconsidered, all within certain time schedules. Under ERISA, there are steps claimants can take to enforce the above rights. For instance, if a claimant requests a copy of the Plan document or the latest annual report from the Plan and does not receive them within 30 days, the claimant may file suit in a federal court.

In such a case, the court may require the Company to provide the materials and pay the claimant up to $110 a day until the claimant receives the materials, unless the materials were not sent because of reasons beyond the control of the Company. If a claim for benefits is denied or ignored, in whole or in part, the claimant may file suit in a state or federal court after he or she exhausts the Plan’s claims procedures as outlined in this Article 8.

If it should happen that Plan fiduciaries misuse the Plan’s money, or if a claimant is discriminated against for asserting his or her rights, the claimant may seek assistance from the U.S. Department of Labor, or the claimant may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the claimant is successful, the court may order the person sued to pay these costs and fees. If the claimant loses, the court may order the claimant to pay these costs and fees, for example, if it finds the claim is frivolous.

If an Eligible Employee has any questions about the Plan, such Eligible Employee should contact the Company. If an Eligible Employee has any questions about this statement or about his or her rights under ERISA, or if he or she needs assistance in obtaining documents from the Company, such Eligible Employee should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. An Eligible Employee may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Section 8.06 Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(a) No claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and

 

11


(b) In any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

Section 8.07 Attorney’s Fees. The Company and each Participant shall bear their own attorneys’ fees incurred in connection with any disputes between them.

ARTICLE IX

DEFINITIONS

Section 9.012020 LTIP” means the Company’s 2020 Stock Incentive Plan, as amended, or any successor or replacement plan

Section 9.02Administrator” means the Compensation Committee of the Board or any other person or committee appointed by the Board to administer the Plan.

Section 9.03Affiliate” means any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessors to such entity; provided, however, that a natural person shall not be considered an Affiliate.

Section 9.04 Board” means the Board of Directors of the Company.

Section 9.05 Cause” shall have the meaning set forth within the Participant’s Individual Employment Contract. In the absence of such a contract or definition, the term “Cause” shall have the same meaning given to such term within the 2020 LTIP.

Section 9.06 “Change in Control” shall have the same meaning given to such term within the Company’s 2020 LTIP.

Section 9.07 COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

Section 9.08 Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

Section 9.09Disability” shall have the meaning set forth within the Participant’s Individual Employment Contract. In the absence of such a contract or definition, the term “Disability” shall have the same meaning given to such term within the 2020 LTIP.

Section 9.10Effective Date” has the meaning set forth in Article 1.

Section 9.11 Eligible Employee” means, subject to Section 7.02 of this Plan, any employee that the Board has designated as eligible for this Plan.

 

12


Section 9.12 ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 9.13Good Reason” shall have the meaning set forth within the Participant’s Individual Employment Contract. In the absence of such a contract or definition, the term “Good Reason” shall have the meaning set forth below:

Good Reason means the Participant has provided written notice to the Company within 90 days following the occurrence of any of the following events, provided the events results in a materially negative change to the Participant, which notice describes the event in reasonable detail and the facts and circumstances claimed by the Participant to constitute Good Reason: (a) the assignment of the Participant without the Participant’s consent to a position with material responsibilities or duties of a lesser status or degree than the then current position of the Participant with the Company: (b) the relocation of the Participant’s work location as of the date immediately prior to the applicable termination date; (c) a material reduction, in the aggregate, in base salary, variable pay opportunities or the employee benefits in which the Participant is entitled to participate irrespective of any standard waiting periods with respect to the same, unless such material reduction is generally applicable to all employees of the Company with a similar ranking to the Participant; or (d) a material breach or a material adverse modification by the Company of an Individual Employment Contract or any other employment or service agreement with the Company without the Participant’s consent.

Section 9.14Individual Employment Contract” means an individual offer letter, employment agreement, service agreement or other individual compensation arrangement with the Company or its affiliates.

Section 9.15LTIP” or “LTIPs” means, singularly or together, as the context requires, the (a) 2020 LTIP or (b) the Company’s 2015 Stock Incentive Plan, each as amended, or any successor or replacement plan.

Section 9.16 Participant” has the meaning set forth in Section 2.01.

Section 9.17 Participation Agreement” means a participation agreement delivered by the Company to a Participant containing any terms and conditions that may be applicable to the Eligible Employee in addition to or contrary to the terms of this Plan. In the event that an Eligible Employee does not receive a Participation Agreement, that individual will have his or her rights to Severance Benefits governed solely by the provisions of this Plan.

Section 9.18 Plan means this Daktronics, Inc. Employee Retention and Protection Plan, as may be amended and/or restated from time to time.

Section 9.19 Qualifying Termination” means the termination of a Participant’s employment either:

(a) by the Company without Cause; or

(b) by the Participant for Good Reason.

 

13


For purposes of clarity, a termination due to death or Disability shall not be deemed to be a Qualifying Termination pursuant to this Plan.

Section 9.20 Release” has the meaning set forth in Section 4.01(b).

Section 9.21 Release Expiration Date” means that date that is twenty-one (21) days following the date upon which the Company delivers the Release to the Employee (which shall occur no later than seven (7) days after the Participant’s Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

Section 9.22Section 409A” means Section 409A of the Code, and all regulations promulgated thereunder.

Section 9.23 Severance” has the meaning set forth in Section 3.01(a).

Section 9.24 “Severance Benefits” shall mean, as the context requires, the amounts to be paid pursuant to Article 3.

Section 9.25 “Severance Benefits Period” shall mean the number of months assigned to each Eligible Employee on Appendix A attached herein in order to calculate his or her COBRA Benefit.

Section 9.26Severance Multiplier shall be the number assigned to each Eligible Person on Appendix A attached hereto in order to calculate his or her Severance.

Section 9.27 Specified Employee Payment Date” has the meaning set forth in Section 7.13(b).

 

14


APPENDIX A

Eligible Employees and Applicable Multipliers

 

Name/Title or Position

  

Severance

Multiplier

  

Severance Benefits

Period

Executive Officers    1.0x    12 months
Other Non-Executive Officer Participants   

To be set forth within

a Participation

Agreement

  

To be set forth within

a Participation

Agreement

A-1

v3.25.0.1
Document and Entity Information
Mar. 03, 2025
Cover [Abstract]  
Entity Registrant Name DAKTRONICS INC /SD/
Amendment Flag false
Entity Central Index Key 0000915779
Document Type 8-K
Document Period End Date Mar. 03, 2025
Entity Incorporation State Country Code SD
Entity File Number 001-38747
Entity Tax Identification Number 46-0306862
Entity Address, Address Line One 201 Daktronics Drive
Entity Address, City or Town Brookings
Entity Address, State or Province SD
Entity Address, Postal Zip Code 57006
City Area Code (605)
Local Phone Number 692-0200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, No Par Value
Trading Symbol DAKT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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