BENEFIT AND COMPENSATION AGREEMENT

BENEFIT AND COMPENSATION AGREEMENT

This BENEFIT AND COMPENSATION AGREEMENT ("Agreement") is made by and between Image Sensing Systems, Inc. ("ISS") and Xxxxxxx Xxxxxx ("Xxxxxx") on this date, August 25, 2016 ("Effective Date").

RECITALS:

A. ISS’ Board of Directors has approved Xxxxxx as the Company’s Chief Financial Officer with an annual compensation of $180,000.

B. ISS wishes to extend a severance benefit to Xxxxxx.

C. ISS and Xxxxxx have negotiated the severance terms and have memorialized those terms in this Agreement.

AGREEMENT:

1. Severance upon Termination of Employment.

(a) Voluntary Termination. Should Xxxxxx terminate his employment for any reason, ISS shall pay Xxxxxx all earned and unpaid amounts due to him for salary through the termination date.

(b) Termination by ISS "With Cause".  Should ISS terminate Xxxxxx'x employment for any of the following reasons, Xxxxxx shall not be entitled to any severance:

(i) Conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof or conviction of, or a plea of "guilty" or "no contest" to, any act involving moral turpitude;

(ii) Breach of fiduciary duty involving personal profit;

(iii) Willful and material misconduct in the performance of duties assigned to Xxxxxx as the Chief Financial Officer of ISS;

(iv) Consistent failure to perform the reasonable stated duties assigned to Xxxxxx under this Agreement; or

(v) Illegal or unethical business practices, including but not limited to the commission of fraud, misappropriation or embezzlement in connection with ISS's business.

Xxxxxx shall have thirty (30) days to cure any alleged breach, failure, or misconduct under Subsection (iv) above, if such alleged breach, failure or misconduct is curable, after ISS provides Xxxxxx written notice of the actions or omissions constituting such breach, failure, or misconduct.

(c) Termination by ISS "Without Cause." Should ISS terminate Xxxxxx'x employment

for any reason other than (1) those reasons set forth in subparagraph (b) above, or

(2) because of Xxxxxx'x inability to perform his duties because of death or disability, Xxxxxx shall be entitled to six (6) months of salary continuation,

without eligibility for bonus, upon entry into a release agreement provided by ISS. ISS and Xxxxxx have the ability, however, at any time, to terminate this Agreement by mutual written agreement, with or without the severance benefit.

Image Sensing Systems, Inc.

Date: September 2, 2016
	By: /s/ Xxxxxx X. Xxxxxx		By: /s/ Xxxxxxx X. Xxxxxx
	Its: Executive Chairman		Its: Chief Financial Officer