Insignia Systems,
Inc. (the “Company”), pursuant to its 2018 Equity
Incentive Plan (the “Plan”), hereby grants an award of
Restricted Stock Units to you, the Participant named below. The
terms and conditions of this Award are set forth in this Restricted
Stock Unit Agreement (the “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 used but not defined in this
Agreement shall have the meaning assigned to it in the Plan as it
currently exists or as it is amended in the future.
Name of
Participant:
Number
of Restricted Stock Units:
Grant
Date:
Vesting
Schedule:
Scheduled Vesting
Dates
Number of
Restricted Stock Units that Vest
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 this Award of Restricted
Stock Units.
PARTICIPANT:
INSIGNIA SYSTEMS,
INC.
By:
Name:
Title:
1
INSIGNIA SYSTEMS, INC.
2018 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement
(For Non-Employee Directors)
Terms and Conditions
1.
Grant of Restricted
Stock Units. The Company hereby confirms the grant to you,
as of the Grant Date and subject to the terms and conditions in
this Agreement and the Plan, of the number of Restricted Stock
Units specified on the cover page of this Agreement (the
“Units”). Each Unit represents the right to receive one
Share of the Company’s common stock. Prior to their
settlement or forfeiture in accordance with the terms of this
Agreement, the Units granted to you will be credited to an account
in your name maintained by the Company. This account shall be
unfunded and maintained for book-keeping purposes only, with the
Units simply representing an unfunded and unsecured contingent
obligation of the Company.
2.
Restrictions
Applicable to Units. Neither this Award nor the Units
subject to this Award may be sold, assigned, transferred, exchanged
or encumbered, voluntarily or involuntarily, other than a transfer
upon your death in accordance with your will or by the laws of
descent and distribution. Following any such transfer, this Award
shall continue to be subject to the same terms and conditions that
were applicable to this Award immediately prior to its transfer.
Any attempted transfer in violation of this Section 2 shall be
void and without effect. The Units and your right to receive Shares
in settlement of the Units under this Agreement shall be subject to
forfeiture as provided in Section 5 until satisfaction of the
vesting conditions set forth in Section 4.
3.
No Shareholder
Rights. The Units subject to this Award do not entitle you
to any rights of a holder of the Company’s Shares. You will
not have any of the rights of a shareholder of the Company in
connection with the grant of Units subject to this Agreement unless
and until Shares are issued to you upon settlement of the Units as
provided in Section 6.
4.
Vesting of
Units. For purposes of this Agreement, “Vesting
Date” means any date, including the Scheduled Vesting Dates
specified in the Vesting Schedule on the cover page of this
Agreement, on which Units subject to this Agreement vest as
provided in this Section 4.
(a) Scheduled Vesting. If you
remain a Service Provider continuously from the Grant Date
specified on the cover page of this Agreement, then the Units will
vest in the amounts and on the Scheduled Vesting Dates specified in
the Vesting Schedule.
(b) Accelerated Vesting. Vesting of
the Units may be accelerated during the term of the Award under the
circumstances described in Sections 3(b)(2), 12(b) and 12(c) of the
Plan.
5.
Effect of
Termination of Service. Except as otherwise provided in
accordance with Section 4(b) above, if you cease to be a
Service Provider, you will forfeit all unvested Units.
6.
Settlement of
Units. After any Units vest pursuant to Section 4, the
Company shall, as soon as practicable (but no later than the
15th day
of the third calendar month following the Vesting Date), cause to
be issued and delivered to you (or to your personal representative
or your designated beneficiary or estate in the event of your
death, as applicable) one Share in payment and settlement of each
vested Unit. Delivery of the Shares shall be effected by the
issuance of a stock certificate to you, by an appropriate entry in
the stock register maintained by the Company’s transfer agent
with a notice of issuance provided to you, or by the electronic
delivery of the Shares to a brokerage account you designate, and
shall be subject to compliance with all applicable legal
requirements as provided in Section 16(c) of the Plan, and shall be
in complete satisfaction and settlement of such vested Units. The
Company will pay any original issue or transfer taxes with respect
to the issue and transfer of Shares to you pursuant to this
Agreement, and all fees and expenses incurred by it in connection
therewith. If the Units that vest include a fractional Unit, the
Company shall round the number of vested Units to the nearest whole
Unit prior to issuance of Shares as provided herein.
2
C:
7.
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 8799 Brooklyn Blvd., Minneapolis, MN55445, [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.
8.
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 the Award 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) Section
409A of the Code. The award of Units as provided in this
Agreement and any issuance of Shares or payment pursuant to this
Agreement are intended to be exempt from Section 409A of the
Code under the short-term deferral exception specified in Treas.
Reg. § 1.409A-l(b)(4).
(g) Electronic
Delivery and Acceptance. The Company may deliver any
documents related to this Restricted Stock Unit 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.
