This
First Amendment to the Change in Control Agreement (this
“Amendment”) is made and
entered into effective as of April 28, 2018, by and between
Insignia Systems, Inc., a Minnesota corporation (the
“Company”), and Kristine
Glancy (the “Executive”):
WHEREAS, the Company and Executive have entered
into that certain Change in Control Agreement on April 8, 2016,
with an effective date of May 9, 2016 (the
“Existing
Agreement”),
WHEREAS,
the Company and the Executive desire to amend certain terms of the
Existing Agreement as set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and Executive hereby agree
as follows:
1. Section 4.1(A) of
the Existing Agreement shall be revised and replaced in its
entirety with the following:
“In lieu of
any further salary payments to the Executive for periods subsequent
to the Date of Termination and in lieu of any severance benefit
otherwise payable to the Executive, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to two
hundred (200%) of the Executive’s annual base salary then in
effect (or immediately prior to any reduction resulting in a
termination for Good Reason, if applicable) (the
“Change in Control
Salary”).”
2. Section 16(P)(i) of
the Existing Agreement shall be revised and replaced in its
entirety with the following:
“a material
diminution in the Executive’s authority, duties, or
responsibilities or the assignment to Executive of duties or
responsibilities that are materially inconsistent from those in
effect immediately prior to the Change in Control, or the failure
of the Company (or successor thereto) to continue as a publicly
held corporation filing reports under the Exchange
Act;”
3. In all other
respects, the Existing Agreement shall remain unchanged and in full
force and effect, including, without limitation, that the Effective
Date (as defined in the Existing Agreement) shall remain
unchanged.
4. This Amendment
shall be governed by and construed in accordance with the laws of
the State of Minnesota, without regard to any principles of
conflicts of laws which could cause the application of the laws of
any jurisdiction other than the State of Minnesota.
5. This Amendment may
be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and
the same instrument
[Signature
Page Follows]
IN
WITNESS WHEREOF, Executive and the Company have executed this
Amendment as of the date and year first written above.
