INSIGNIA SYSTEMS, INC. Non-Qualified Stock Option Agreement
EXHIBIT 10.1
INSIGNIA SYSTEMS, INC.
2018 EQUITY INCENTIVE PLAN
Insignia Systems,
Inc. (the “Company”), pursuant to its 2018 Equity
Incentive Plan (the “Plan”), hereby grants an Option to
purchase shares of the Company’s common stock to you, the
Participant named below. The terms and conditions of the Option are
set forth in this Non-Qualified Stock Option Agreement, consisting
of this cover page and the Terms and Conditions on the following
pages, and in the Plan document, a copy of which has been provided
to you. Any capitalized term that is not defined in this Agreement
shall have the meaning set forth in the Plan as it currently exists
or as it is amended in the future.
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Name of
Participant:
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Number
of Shares Covered:
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Grant
Date:
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Exercise
Price Per
Share: $
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Expiration
Date:
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Vesting
and Exercise Schedule:
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Dates
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Portion
of Shares as to Which
Option Becomes Vested and Exercisable
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By
signing below or otherwise evidencing your acceptance of this
Agreement in a manner approved by the Company, you agree to all of
the terms and conditions contained in this Agreement and in the
Plan document. You acknowledge that you have received and reviewed
these documents and that they set forth the entire agreement
between you and the Company regarding your right to purchase shares
of the Company’s common stock pursuant to this
Option.
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PARTICIPANT:
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INSIGNIA SYSTEM, INC.
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By:
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Name:
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Title:
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INSIGNIA SYSTEMS, INC.
2018 EQUITY INCENTIVE PLAN
Terms and Conditions
1.
Non-Qualified Stock
Option. This Option is not intended to be an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code and will be
interpreted accordingly.
2.
Vesting
and Exercisability of Option.
(a) Scheduled
Vesting. This Option will vest and become exercisable as to
the number of Shares and on the dates specified in the Vesting and
Exercise Schedule on the cover page to this Agreement, so long as
your Service to the Company does not end. The Vesting and Exercise
Schedule is cumulative, meaning that to the extent the Option has
not already been exercised and has not expired or been terminated
or cancelled, you or the person otherwise entitled to exercise the
Option as provided in this Agreement may at any time purchase all
or any portion of the Shares subject to the vested portion of the
Option.
(b) Accelerated
Vesting. Vesting and exercisability of this Option may be
accelerated during the term of the Option under the circumstances
described in Sections 3(b)(2), 12(b) and 12(c) of the
Plan.
3.
Expiration.
This Option will expire and will no longer be exercisable at
5:00 p.m. Central Time on the earliest of:
(a) The expiration date
specified on the cover page of this Agreement;
(b) Upon your
termination of Service for Cause;
(c) Upon the expiration
of any applicable period specified in Section 6(d) of the Plan or
Section 2 of this Agreement during which this Option may be
exercised after your termination of Service; or
(d) The
date (if any) fixed for termination or cancellation of this Option
pursuant to Section 12 of the Plan.
4.
Service
Requirement. Except
as otherwise provided in Section 6(d) of the Plan or Section 2 of
this Agreement, this Option may be exercised only while you
continue to provide Service to the Company or any Affiliate, and
only if you have continuously provided such Service since the Grant
Date of this Option.
5.
Exercise of
Option. Subject to Section 4, the vested and exercisable
portion of this Option may be exercised in whole or in part at any
time during the Option term by delivering a written or electronic
notice of exercise to the Company’s Chief Financial Officer
or to such other party as may be designated by such officer, and by
providing for payment of the exercise price of the Shares being
acquired and any related withholding taxes. The notice of exercise
must be in a form approved by the Company and state the number of
Shares to be purchased, the method of payment of the aggregate
exercise price and the directions for the delivery of the Shares to
be acquired, and must be signed or otherwise authenticated by the
person exercising the Option. If you are not the person exercising
the Option, the person submitting the notice also must submit
appropriate proof of his/her right to exercise the
Option.
6.
Payment
of Exercise Price. When you submit your notice of exercise,
you must include payment of the exercise price of the Shares being
purchased through one or a combination of the following
methods:
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(a) Cash (including
personal check, cashier’s check or money order);
(b) By means of a
broker-assisted cashless exercise in which you irrevocably instruct
your broker to deliver proceeds of a sale of all or a portion of
the Shares to be issued pursuant to the exercise to the Company in
payment of the exercise price of such Shares; or
(c) By delivery to the
Company of Shares (by actual delivery or attestation of ownership
in a form approved by the Company) already owned by you that are
not subject to any security interest and that have an aggregate
Fair Market Value on the date of exercise equal to the exercise
price of the Shares being purchased; or
(d) By authorizing the
Company to retain, from the total number of Shares as to which the
Option is being exercised, that number of Shares having a Fair
Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is being
exercised.
7.
Withholding
Taxes. You may not exercise this Option in whole or in part
unless you make arrangements acceptable to the Company for payment
of any federal, state, local or foreign withholding taxes that may
be due as a result of the exercise of this Option. You hereby
authorize the Company (or any Affiliate) to withhold from payroll
or other amounts payable to you any sums required to satisfy such
withholding tax obligations, and otherwise agree to satisfy such
obligations in accordance with the provisions of Section 14 of the
Plan. You may satisfy such withholding tax obligations by
delivering Shares you already own or by having the Company retain a
portion of the Shares being acquired upon exercise of the Option,
provided you notify the Company in advance of any exercise of your
desire to pay withholding taxes in this manner. Delivery of Shares
upon exercise of this Option is subject to the satisfaction of
applicable withholding tax obligations.
8.
Delivery of
Shares. As soon as
practicable after the Company receives the notice of exercise and
payment of the exercise price as provided above, and has determined
that all other conditions to exercise, including satisfaction of
withholding tax obligations and compliance with applicable laws as
provided in Section 16(c) of the Plan, have been satisfied, it
shall deliver to the person exercising the Option, in the name of
such person, the Shares being purchased, as evidenced by issuance
of a stock certificate or certificates, electronic delivery of such
Shares to a brokerage account designated by such person, or
book-entry registration of such Shares with the Company’s
transfer agent. The Company shall pay any original issue or
transfer taxes with respect to the issue or transfer of the Shares
and all fees and expenses incurred by it in connection therewith.
All Shares so issued shall be fully paid and
nonassessable.
9.
Transfer of
Option. During your lifetime, only you (or your guardian or
legal representative in the event of legal incapacity) may exercise
this Option. You may not assign or transfer this Option except for
a transfer upon your death in accordance with your will or by the
laws of descent and distribution. The Option held by any such
transferee will continue to be subject to the same terms and
conditions that were applicable to the Option immediately prior to
its transfer and may be exercised by such transferee as and to the
extent that the Option has become exercisable and has not
terminated in accordance with the provisions of the Plan and this
Agreement.
10.
No
Shareholder Rights Before Exercise. Neither you nor any
permitted transferee of this Option will have any of the rights of
a shareholder of the Company with respect to any Shares subject to
this Option until a certificate evidencing such Shares has been
issued, electronic delivery of such Shares has been made to your
designated brokerage account, or an appropriate book entry in the
Company’s stock register has been made. No adjustments shall
be made for dividends or other rights if the applicable record date
occurs before your stock certificate has been issued, electronic
delivery of your Shares has been made to your
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designated
brokerage account, or an appropriate book entry in the
Company’s stock register has been made, except as otherwise
described in the Plan.
11.
Notices.
Every notice or other communication relating to this Agreement
shall be in writing and shall be mailed to or delivered (including
electronically) to the party for whom it is intended at such
address as may from time to time be designated by it in a notice
mailed or delivered to the other party as herein provided. Unless
and until some other address is so designated, all notices or
communications by you to the Company shall be mailed or delivered
to the Company, to the attention of its Chief Financial Officer, at
its offices at 0000 Xxxxxxxx Xxxx., Xxxxxxxxxxx, XX 00000, [email
address], and all notices or communications by the Company to you
may be given to you personally or may be mailed or, if you are
still a Service Provider, emailed to you at the address indicated
in the Company’s records as your most recent mailing or email
address.
12.
Additional
Provisions.
(a) No
Right to Continued Service. This Agreement does not give you
a right to continued Service with the Company or any Affiliate, and
the Company or any such Affiliate may terminate your Service at any
time and otherwise deal with you without regard to the effect it
may have upon you under this Agreement.
(b) Governing
Plan Document. This Agreement and Option are subject to all
the provisions of the Plan, and to all interpretations, rules and
regulations which may, from time to time, be adopted and
promulgated by the Committee pursuant to the Plan. If there is any
conflict between the provisions of this Agreement and the Plan, the
provisions of the Plan will govern.
(c) Governing
Law. This Agreement, the parties’ performance
hereunder, and the relationship between them shall be governed by,
construed, and enforced in accordance with the laws of the State of
Minnesota, without giving effect to the choice of law principles
thereof.
(d) Severability.
The provisions of this Agreement shall be severable and if any
provision of this Agreement is found by any court to be
unenforceable, in whole or in part, the remainder of this Agreement
shall nevertheless be enforceable and binding on the parties. You
also agree that any trier of fact may modify any invalid, overbroad
or unenforceable provision of this Agreement so that such
provision, as modified, is valid and enforceable under applicable
law.
(e) Binding
Effect. This Agreement will be binding in all respects on
your heirs, representatives, successors and assigns, and on the
successors and assigns of the Company.
(f) Other
Agreements. You agree that in connection with the exercise
of this Option, you will execute such documents as may be necessary
to become a party to any shareholder, voting or similar agreements
as the Company may require.
(g) Restrictive
Legends. The Company may place a legend or legends on any
certificate representing Shares issued upon the exercise of this
Option summarizing transfer and other restrictions to which the
Shares may be subject under applicable securities laws, other
provisions of this Agreement, or other agreements contemplated by
Section 16 of this Agreement. You agree that in order to ensure
compliance with the restrictions referred to in this Agreement, the
Company may issue appropriate “stop transfer”
instructions to its transfer agent.
(h) Compensation
Recovery Policy. To the extent that any compensation paid or
payable pursuant to this Agreement is considered
“incentive-based compensation” within the meaning and
subject
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to the
requirements of Section 10D of the Exchange Act, such compensation
shall be subject to potential forfeiture or recovery by the Company
in accordance with any compensation recovery policy adopted by the
Board of Directors of the Company or any committee thereof in
response to the requirements of Section 10D of the Exchange Act and
any implementing rules and regulations thereunder adopted by the
Securities and Exchange Commission or any national securities
exchange on which the Company’s Shares are then listed. This
Agreement may be unilaterally amended by the Company to comply with
any such compensation recovery policy.
(i) Electronic
Delivery and Acceptance. The Company may deliver any
documents related to this Option Award by electronic means and
request your acceptance of this Agreement by electronic means. You
hereby consent to receive all applicable documentation by
electronic delivery and to participate in the Plan through an
on-line (and/or voice activated) system established and maintained
by the Company or the Company’s third-party stock plan
administrator.
By signing the cover page of this Agreement or otherwise accepting
this Agreement in a manner approved by the Company, you agree to
all the terms and conditions described above and in the Plan
document.
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