0000897101-13-000760.txt : 20130516 0000897101-13-000760.hdr.sgml : 20130516 20130516171911 ACCESSION NUMBER: 0000897101-13-000760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130513 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130516 DATE AS OF CHANGE: 20130516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA SYSTEMS INC/MN CENTRAL INDEX KEY: 0000875355 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 411656308 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13471 FILM NUMBER: 13852340 BUSINESS ADDRESS: STREET 1: 8799 BROOKLYN BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55445 BUSINESS PHONE: 7633926200 MAIL ADDRESS: STREET 1: 8799 BROOKLYN BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55445 8-K 1 insignia132343_8k.htm FORM 8-K DATED MAY 13, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

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): May 13, 2013

INSIGNIA SYSTEMS, INC.

(Exact name of registrant as specified in its chapter)

Minnesota	1-13471	41-1656308
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8799 Brooklyn Blvd., Minneapolis, Minnesota		55445
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (763) 392-6200

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensatory Arrangements

Beginning effective May 13, 2013, Insignia Systems, Inc. (hereinafter, the “Company”) entered into employment arrangements (hereinafter “Agreement(s)” and attached hereto as Exhibits 10.1 and 10.3) with Glen P. Dall, President and Chief Operating Officer, and John C. Gonsior, VP of Finance, Treasurer and Chief Financial Officer, (hereinafter, “Executive(s)”). The Agreements generally provide that in the event of termination of employment by the Company for reasons not due to Cause (as defined in the Agreements), the affected Executive will be eligible for payment of one year of his annual base salary in effect at the time of termination plus an amount equal to the bonus earned, if any, in the twelve (12) months prior to termination. Payment to an Executive cannot exceed $500,000.

The Agreements also provide that in the event of a Change in Control and subsequent qualifying termination of employment as set forth in the Executives’ previously disclosed Change in Control Severance Agreements (hereinafter “Change in Control Agreement(s)” and attached hereto as Exhibits 10.2 and 10.4), the Company’s obligations related to payment of any amount upon termination will be governed by the Change in Control Agreement. In the event of the foregoing, the Agreements will be superseded and terminate.

The foregoing description of the Agreements and the Change in Control Agreements is intended to be a summary only and is qualified in its entirety by reference to the Agreements and the Change in Control Agreements attached to this Current Report as Exhibits 10.1-10.4 and incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description

10.1	Glen P. Dall Agreement effective May 14, 2013
10.2	Glen P. Dall Amended Change in Control Severance Agreement effective September 1, 2010
10.3	John C. Gonsior Agreement effective May 13, 2013
10.4	John C. Gonsior Change in Control Severance Agreement effective June 13, 2011

SIGNATURES

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.

	Insignia Systems, Inc.
	(Registrant)

Date: May 16, 2013	By:	/s/ Scott F. Drill
		Scott F. Drill CEO and Secretary

EXHIBIT INDEX

Exhibit Number	Description

10.1	Glen P. Dall Agreement effective May 14, 2013
10.2	Glen P. Dall Amended Change in Control Severance Agreement effective September 1, 2010
10.3	John C. Gonsior Agreement effective May 13, 2013
10.4	John C. Gonsior Change in Control Severance Agreement effective June 13, 2011

EX-10.1 2 insignia132343_ex10-1.htm GLEN P. DALL AGREEMENT

EXHIBIT 10.1

AGREEMENT

This Agreement (“Agreement”) is made by and between Insignia Systems, Inc. (“Company” or “Insignia”) with headquarters at 8799 Brooklyn Blvd., Minneapolis, Minnesota 55445 and Glen P. Dall (“Employee”).

RECITALS

WHEREAS, the Company desires to retain Employee as an employee of the Company, and Employee desires to be so employed.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee (the “Parties”), intending to be legally bound, hereby agree as follows:

1. Commencement Date; Nature of Employment Relationship.

1.1 Commencement Date. This Agreement shall become effective on the date it is signed by the last of the Parties (the “Commencement Date”).

1.2 Nature of Employment Relationship. The Parties hereby acknowledge and agree that the nature of Employee’s employment relationship with the Company is at-will, meaning that either Employee or the Company may terminate the employment relationship, with or without cause, at any time for any reason or no reason, except for those reasons prohibited by applicable federal, state or local law or regulation.

2. Termination of Employment by the Company.

2.1 Payment upon Termination of Employment for Reasons Other Than Cause. Subject to Section 3 of this Agreement, the Parties hereby agree that, in the event of the Company’s termination of Employee’s employment other than for Cause (as defined herein) Employee shall receive a payment equal to Employee’s gross base annual salary in effect at the time of termination, plus an amount equal to the bonus earned in the twelve (12) months prior to termination (represented by an amount equal to the sum of a pro rata portion of the current fiscal year’s bonus earned and, as necessary, a remaining proportion of the previous year’s earned bonus). By way of example, if Employee were terminated at the end of the first quarter of a given fiscal year, the amount of bonus earned in the first quarter would be added to three-quarters of the bonus earned the previous year. The total amount due pursuant to this Agreement shall not exceed $500,000.

Payment of any amount hereunder shall be subject to Section 409A of the Internal Revenue Code as further set forth in Section 4 and all required tax withholdings.

2.2

Cause. For purposes of this Agreement, “Cause” shall mean:

2.2.1

Employee’s conviction of a felony;

2.2.2

The willful and continued failure of Employee to perform Employee’s essential duties; or

2.2.3

Gross misconduct which is materially injurious to the Company.

For purposes of this Section 2.2, an act or failure to act by Employee shall not be “willful” unless it is done, or omitted to be done, in bad faith and without any reasonable belief that Employee’s action or omission was in the best interests of the Company.

2.3 No Right to Payment upon Termination for Cause. Employee hereby acknowledges and agrees, and hereby waives and releases the Company from any formal or informal obligation, whether written or verbal, for payment of any amount if the Company terminates Employee’s employment for Cause.

3. Change in Control Obligations. In the event of a change in control in the ownership of the Company and subsequent qualifying termination of Employee’s employment, the Company’s obligations as they pertain to payment of any amount upon termination, including but not limited to those set forth in Section 2.1 of this Agreement, shall be governed by the Change in Control Severance Agreement (attached hereto as Exhibit A) and which shall supersede and terminate this Agreement.

4. Delay of Payment. Notwithstanding anything to the contrary, to the extent that Employee is a “key employee” pursuant to the provisions of Section 409A of the Internal Revenue Code as of the date that any change in control benefits or other deferred compensation becomes payable to the Employee hereunder, and such payments are required to be delayed until the date six months following Employee’s termination of employment in order to avoid additional tax under Section 409A of the Code, payment and provision of such amounts or other deferred compensation shall be delayed until the date six months after Employee’s termination of employment.

5. Confidentiality.

5.1 Confidential Nature of Relationship. Employee acknowledges that his or her employment by the Company creates a relationship of confidence and trust with respect to Confidential Information (as hereinafter defined). During his or her employment with the Company, the Company agrees to provide Employee with access to Confidential Information. Employee expressly undertakes to retain in strict confidence all Confidential Information transmitted or disclosed to Employee by the Company or the Company’s clients, and will never make any use of such information except as (and then, only to the extent) required to perform Employee’s duties for the Company. Employee will take such protective measures as may be reasonably necessary to preserve the secrecy and interest of the Company in the Confidential Information. If Employee becomes aware of any unauthorized use or disclosure of Confidential Information by any person or entity, Employee will promptly and fully advise the Company of all facts known to Employee concerning such unauthorized use or disclosure.

5.2 Definition. “Confidential Information” means all commercially sensitive information and data of a confidential nature, in their broadest context, originated by, on behalf of or within the knowledge or possession of the Company or its clients (including any subsidiary, division or legal affiliate thereof). Without in any way limiting the foregoing, Confidential Information includes, but is not limited to: information that has been designated as proprietary and/or confidential; information constituting trade secrets; information of a confidential nature that, by the nature of the circumstances surrounding the disclosure, should in good faith be treated as proprietary and/or confidential; and information and data conceived, discovered or developed in whole or in part by Employee while employed by the Company. Confidential Information also includes (but is not limited to) identity, contact and other information relating to the Company’s clients and customers, prospective clients and customers, strategic business relationships, business opportunities, products, services, suppliers, personnel, pricing, recruiting strategies, job candidate information, employee information, sales strategies, technology, methods, processes, research, development (including new products or services in concept, planning or

development), systems, techniques, finances, accounting, purchasing and business plans or as further provided in any separate non-disclosure or confidentiality agreement with the Company.

5.3 Exclusions. Confidential Information does not include information which: (a) is generic; (b) is or becomes part of the public domain through no act or omission of Employee; (c) was in Employee’s lawful possession prior to the disclosure and was not obtained by Employee in breach, either directly or indirectly, of any obligation to the Company or any client of the Company’s; (d) is lawfully disclosed to Employee by a third party without restriction on disclosure; or (e) is independently developed by Employee using Employee’s own resources, entirely on Employee’s own time, and without the use of any Confidential Information.

5.4 Additional Confidentiality Agreements. Employee agrees to execute, or as the case may be, comply with previously executed non-disclosure and confidentiality agreements as the Company or its clients may request from time to time.

6. Use of Confidential or Material Non-Public Information; Code of Ethics and Company Policies.

6.1 Confidential or Material, Non-Public Information. Employee acknowledges that during and following Employee’s employment he or she is prohibited from using or sharing any Confidential Information for personal gain or advantage (in securities transactions or otherwise), or for the personal gain or advantage of anyone with whom Employee improperly shares such information. Specifically as to material, non-public information of the Company, Employee agrees to comply with the Company’s insider trading policy in effect at the commencement of employment and as amended from time to time.

6.2 Code of Ethics and Company Policies. Employee agrees to fully comply with any Code of Ethics (or similar policy) of the Company either having general applicability to its employees or specifically to Employee and to comply with all other company policies.

7. Return of Property. Upon any termination of employment with the Company, Employee agrees to promptly return to the Company: (a) all materials of any kind in Employee’s possession (or under Employee’s control) incorporating Confidential Information or otherwise relating to the Company’s business (including but not limited to all such materials and/or information stored on any computer or other electronic or other storage device owned or used by Employee); and (b) all Company property in Employee’s possession, including (but not limited to) computers, cellular telephones, pagers, credit cards, keys, records, files, manuals, books, forms, documents, letters, memoranda, data, tables, photographs, video tapes, audio tapes, computer disks and other computer storage media, all materials that include trade secrets, and all copies, summaries or notes of any of the foregoing.

8. Non-solicitation; Non-interference. Employee agrees that he or she shall not, at any time during the period beginning on the Commencement Date and for one year following termination of employment engage in any of the following activities:

8.1 Directly or indirectly (except on behalf of the Company), solicit or attempt to solicit, accept business from, divert or attempt to divert, handle or attempt to handle or service or attempt to service, the account or business of any customer or client which as of the date of termination or during the two years preceding termination (i) was a customer/client of the Company with which Employee dealt or (ii) had been directly solicited by the Company with Employee’s knowledge or involvement with a view toward establishing a customer/client relationship, or assist (either directly or indirectly) any other person engaged in any of the foregoing; or

8.2 Directly or indirectly recruit, solicit or hire any employee or independent contractor of the Company, or induce or attempt to induce any such person to terminate his or her employment, or other to limit or cease his or her relationship with the Company, or assist (either directly or indirectly) any other person engaged in any of the foregoing; or

8.3 Directly or indirectly interfere or attempt to interfere in any way with the Company’s relationship with any of its actual or prospective customers, clients, sales representatives, strategic business partners or suppliers, including but not limited to inducing or attempting to induce any customers, clients, sales representatives, strategic business partners, suppliers, key advisors or consultants to terminate or change the terms of their dealings with the Company, or assist any person engaged in any of the foregoing.

Employees represents and warrants that he or she has not engaged in any of the activities set forth in Sections 8.1-8.3 prior to and including the date of signature of this Agreement.

9. Assignment. This Agreement sets forth personal obligations of Employee, which may not be transferred, delegated or assigned by Employee. The Company may assign this Agreement to any successor or affiliate.

10. Survival. The rights and obligations set forth in Sections 6-8 and 13-14 shall survive the termination or expiration of this Agreement. Such provisions of this Agreement shall survive termination of Employee’s employment regardless of whether Employee resigns or is involuntarily discharged.

11. Miscellaneous.

11.1 Headings; Construction. The headings of Sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Agreement to be drafted.

11.2 Benefit. Subject to Section 9, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.3 Waiver. Any delay by either party in asserting a right under this Agreement or any failure by either party to assert a right under this Agreement will not constitute a waiver by the asserting party of any right hereunder, and the asserting party may subsequently assert any or all of its rights hereunder as if the delay or failure to assert rights had not occurred.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

11.5 Severability. If the final determination of a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term or provision hereof is invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

12. Entire Agreement; Amendment.

12.1 Entire Agreement. Both Employee and the Company agree that this Agreement and the exhibits, if any, to this Agreement constitute the entire agreement between them with respect to the subject matter hereof. There were no inducements or representations leading to the execution of this Agreement except as stated in this Agreement. Accordingly, this Agreement (together with the exhibits to this Agreement) expressly supersedes any and all prior oral and written agreements, representations and promises between the Parties relating to termination of the Employee’s employment with the Company.

12.2 Amendment. This Agreement may be amended or modified only with the written consent of both Employee and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

13. Notices. Any notice hereunder by either party to the other shall be given in writing by personal delivery (by express courier or otherwise) or certified U.S. mail, return receipt requested. If addressed to Employee, the notice shall be delivered or mailed to Employee at the address most recently communicated in writing by Employee to the Company, or if addressed to the Company, the notice shall be delivered or mailed to the Company at its executive offices to the attention of the CEO of the Company. A notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by certified mail, on the date shown on the applicable return receipt.

14. Governing Law and Disputes; Arbitration.

14.1 Governing Law and Disputes. The Company is headquartered in Minneapolis, Minnesota and the Parties expect that many of Employee’s contacts with the Company will occur through or in connection with its Minneapolis office. Therefore, the Parties agree that this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Minnesota, as such laws are applied to agreements entered into and to be performed entirely within Minnesota between Minnesota residents, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply. Except (and only) as set forth in Section 14.2 below, the undersigned each irrevocably consent to the jurisdiction of the United States District Court for the District of Minnesota and the courts of the State of Minnesota in any suit, action or proceeding brought under, based on or related to or in connection with this Agreement, and each of the undersigned agrees that either of the aforesaid courts will be the exclusive original forum for any such action.

14.2 Arbitration. Any dispute arising out of this Agreement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced business or employment law or business or employment litigation for at least 10 years. If the Parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the Commercial Arbitration Rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The Company shall pay the fees and expenses of the arbitrator. Unless otherwise agreed by the Parties, the exclusive location of any arbitration proceedings shall be Hennepin County, Minnesota.

14.3 Incorporation by Reference. The following exhibit is hereby incorporated by reference and is an integral part of this Agreement:

Exhibit A – Amended Change in Control Severance Agreement dated September 1, 2010.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their signatures below, to become effective on the Commencement Date noted above:

Insignia Systems, Inc.			Glen P. Dall

By:	/s/ Scott Drill	By:	/s/ Glen P. Dall

Its:	Chief Executive Officer	Dated:	5/13/2013

Dated:	5/14/2013

EX-10.2 3 insignia132343_ex10-2.htm GLEN P. DALL AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENT

EXHIBIT 10.2

AMENDED CHANGE IN CONTROL SEVERANCE
AGREEMENT

AGREEMENT made as of September 1, 2010 by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Glen Dall (the “Executive”).

WHEREAS, the Company, as a publicly held corporation, recognizes the possibility of a change in control of the Company, and that such possibility and the uncertainty and questions which it may raise could result in Executive leaving the Company or in distraction of Executive in the performance of Executive’s duties to the detriment of the Company and its shareholders; and

WHEREAS, it is in the best interests of the Company and its shareholders to encourage the availability of Executive’s services to parties who may in the future acquire control of the Company and to provide an incentive for Executive to remain with the Company during any period of uncertainty leading up to a change in control;

WHEREAS, based on the foregoing, the Company wishes to provide that, in the event of a change in control of the Company, Executive will receive certain benefits if Executive’s employment by the Company ceases for certain reasons within a specified period following the change in control;

NOW, THEREFORE, in consideration of the foregoing and the provisions of this Agreement, the parties hereto agree as follows:

1. General Provisions. This Company shall pay Executive a lump sum severance payment if Executive ceases to be employed by the Company within two years following a Change in Control (as defined below) for certain reasons specified in this Agreement. Nothing in this Agreement alters the “at will” nature of Executive’s employment by the Company. This means that either before or after a Change in Control, either the Company or the Executive may terminate Executive’s employment by the Company, either with or without cause, for any reason or no reason. This Agreement relates only to whether Executive shall be entitled to certain severance payments following cessation of employment. No right to severance payments shall arise under this Agreement unless and until there occurs a Change in Control.

2. Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall be considered to occur if any of the following occurs after the date of this Agreement:

(a)

the closing of the sale of all or substantially all of the assets of the Company;

(b)

the closing of a merger, consolidation or corporate reorganization of the Company which results in the stockholders of the Company immediately prior to such event owning less than 50% of the combined voting power of the Company’s capital stock immediately following such event;

(c)

the acquisition by any person (or persons who would be considered a group under the federal securities laws) who as of the date of this Agreement own less than 25% of the voting power of the Company’s outstanding voting securities, of beneficial ownership of securities representing 40% or more of the combined voting power or the Company’s then outstanding securities; or

(d)

the election to the Company’s board of directors of persons who constitute a majority of the board of directors and who were not nominated for election by the board of directors as part of a management slate.

3. Amount of Severance Payment. If a Change in Control occurs after the date of this Agreement and Executive subsequently ceases to be employed by the Company prior to the second anniversary of the Change in Control, then the Company shall pay Executive a lump sum severance payment equal to twenty-four (24) months of Executive’s base salary which was in effect immediately prior to the Change in Control, if (a) the Change in Control is a “hostile takeover” and the Executive ceases to be employed for any reason (including voluntary resignation) other than death or cause (as defined below), or (b) the Change in Control is not a “hostile takeover” and the Executive ceases to be employed due to a reason not precluding payment under Section 4. The Company shall be entitled to deduct from the lump sum severance payment any amounts which the Company is required by law to withhold from such a payment.

For purposes of this Section 3 a “hostile takeover” means a Change in Control (a) that is not approved in advance of a public announcement by the Company’s Board of Directors or a committee of the Board of Directors authorized by the Board to consider the Change in Control, or (b) in which the acquiring entity is a direct competitor of the Company.

Payment due under this Agreement shall be made on the 60^th day after Executive’s termination of employment, except that if Executive is then a “key employee” of the Company, as defined in Section 409A of the Internal Revenue Code, payment shall be made on the date which is six months after termination of employment, or to his heirs upon his death if earlier; provided, however, that no payment shall be made unless Executive has first delivered to the Company the Release described in Section 11, and the Release has not been rescinded during any applicable rescission period.

4. Circumstances in Which Severance Shall Not Be Paid. Notwithstanding the provisions of Section 3(b) above, the Company shall not be obligated to make any lump sum severance payment under this Agreement if, following a Change in Control, Executive ceased to be employed by the Company due to:

(a)

Executive’s death or disability;

(b)

termination of Executive by the Company for Cause (as defined below); or

(c)

resignation by Executive for any reason other than a Good Reason (as defined below), including retirement.

For purposes of this Section 4, the following defined terms have the meanings indicated:

“Cause” means termination by the Company of Executive’s employment due to:

(1)

conviction of a felony;

(2)

the willful and continued failure of Executive to perform his essential duties; or

(3)

gross misconduct which is materially injurious to the Company;

provided, however, that the matters referred to in clause (2) or (3) shall not be deemed to constitute “Cause” unless the Company has first given Executive written notice specifying the conduct by Executive that constitutes such failure or gross misconduct and Executive has failed to remedy the same to the reasonable satisfaction of the Company’s Board of Directors.

“Good Reason” shall mean any of the following, unless Executive gives his or her prior written consent:

(1) the assignment to Executive of any duties inconsistent with Executive’s status or position with the Company, or a substantial reduction in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control;

(2) a reduction by the Company in Executive’s total earnings in effect immediately prior to the Change in Control;

(3) the relocation of the Company’s principal executive offices to a location more than fifty miles from Minneapolis, Minnesota or the Company requiring Executive to be based anywhere other than the Company’s principal executive offices, except for required travel on the Company’s business to an extent substantially consistent with Executive’s prior business travel obligations;

(4) the failure by the Company to continue to provide Executive with benefits at least as favorable to those enjoyed by Executive under any of the Company’s pension, life insurance, medical, health and accident, disability, deferred compensation, incentive awards, incentive stock options, or savings plans in which Executive was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed at the time of the Change in Control, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled at the time of the Change in Control, provided, however, that the Company may amend any such plan or programs as long as such amendments do not reduce any benefits to which Executive would be entitled upon termination; or

(5) any termination of Executive’s employment which is not made pursuant to a Notice of Termination satisfying the requirements in Section 5 below.

5. Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with the notice provisions of Section 6. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific facts and circumstances claimed to provide the basis for termination.

6. Method of Giving Notice. All notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage pre-paid, addressed to the last known residence address of the Executive, or in the case of the Company, to its principal office to the attention of each of the then directors of the Company with a copy to its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties. No waiver by either party thereto at any time of any breach by the other party to this Agreement, or of compliance with any condition or provision of this Agreement to be performed by such other party, shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or similar time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement shall be governed by the laws of the State of Minnesota. This Agreement supersedes all prior agreements on this subject matter.

8. Arbitration of Disputes. Any and all disputes between the parties relating to this Agreement or any alleged breach of this Agreement shall be resolved by binding arbitration held in the City of Minneapolis pursuant to the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. In the event that Executive is determined by the arbitrator to be the prevailing party in such an arbitration, the arbitrator shall award Executive, as an additional element of damages, his or her attorneys’ fees and legal expenses actually incurred in the enforcement of this Agreement and in the arbitration proceeding. Judgment on the arbitration award may be entered by any court having jurisdiction.

9. Successors. This Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto.

10. Exclusive Benefits. The benefits provided by this Agreement are in lieu of all other severance, change in control, or similar benefits payable to Executive due to termination following a Change in Control

11. Release. As a condition to receiving any benefits under this Agreement, Executive shall be required to deliver a standard release to the Company releasing the Company and its shareholders, directors, officers, employees, agents and affiliates from any and all claims relating to Executive’s employment and termination of employment.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EXECUTIVE:	INSIGNIA SYSTEMS, INC.


/s/ Glen Dall	By	/s/ Scott Drill
Glen Dall
	Its	CEO

EX-10.3 4 insignia132343_ex10-3.htm JOHN C. GONSIOR AGREEMENT

EXHIBIT 10.3

AGREEMENT

RECITALS

WHEREAS, the Company desires to retain Employee as an employee of the Company, and Employee desires to be so employed.

1. Commencement Date; Nature of Employment Relationship.

1.1 Commencement Date. This Agreement shall become effective on the date it is signed by the last of the Parties (the “Commencement Date”).

2. Termination of Employment by the Company.

Payment of any amount hereunder shall be subject to Section 409A of the Internal Revenue Code as further set forth in Section 4 and all required tax withholdings.

2.2 Cause. For purposes of this Agreement, “Cause” shall mean:

2.2.1 Employee’s conviction of a felony;

2.2.2 The willful and continued failure of Employee to perform Employee’s essential duties; or

2.2.3 Gross misconduct which is materially injurious to the Company.

5. Confidentiality.

development), systems, techniques, finances, accounting, purchasing and business plans or as further provided in any separate non-disclosure or confidentiality agreement with the Company.

6. Use of Confidential or Material Non-Public Information; Code of Ethics and Company Policies.

Employees represents and warrants that he or she has not engaged in any of the activities set forth in Sections 8.1-8.3 prior to and including the date of signature of this Agreement.

11. Miscellaneous.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

12. Entire Agreement; Amendment.

14. Governing Law and Disputes; Arbitration.

14.3 Incorporation by Reference. The following exhibit is hereby incorporated by reference and is an integral part of this Agreement:

Exhibit A – Change in Control Severance Agreement dated June 13, 2013.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their signatures below, to become effective on the Commencement Date noted above:

Insignia Systems, Inc.			John C. Gonsior

By:	/s/ Scott Drill	By:	/s/ John Gonsior

Its:	Chief Executive Officer	Dated:	5/13/2013

Dated:	5/13/2013

EX-10.4 5 insignia132343_ex10-4.htm JOHN C. GONSIOR CHANGE IN CONTROL SEVERANCE AGREEMENT

EXHIBIT 10.4

CHANGE IN CONTROL SEVERANCE AGREEMENT

AGREEMENT made as of this 13^th day of June, 2011 by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and John Gonsior (the “Executive”).

NOW, THEREFORE, in consideration of the foregoing and the provisions of this Agreement, the parties hereto agree as follows:

2. Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall be considered to occur if any of the following occurs after the date of this Agreement:

(1)

the closing of the sale of all or substantially all of the assets of the Company;

(2)

(3)

(4)

4. Circumstances in Which Severance Shall Not Be Paid. Notwithstanding the provisions of Section 3 above, the Company shall not be obligated to make any lump sum severance payment under this Agreement if, following a Change in Control, Executive ceased to be employed by the Company due to:

(1)

Executive’s death or disability;

(2)

termination of Executive by the Company for Cause (as defined below); or

(3)

resignation by Executive for any reason other than a Good Reason (as defined below), including retirement.

For purposes of this Section 4, the following defined terms have the meanings indicated:

“Cause” means termination by the Company of Executive’s employment due to:

(1)

conviction of a felony;

(2)

the willful and continued failure of Executive to perform his essential duties; or

(3)

gross misconduct which is materially injurious to the Company;

“Good Reason” shall mean any of the following, unless Executive gives his or her prior written consent:

(1)

the assignment to Executive of any duties inconsistent with Executive’s status or position with the Company, or a substantial reduction in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control;

(2)

a reduction by the Company in Executive’s annual base salary in effect immediately prior to the Change in Control;

(3)

the relocation of the Company’s principal executive offices to a location more than fifty miles from Minneapolis, Minnesota or the Company requiring Executive to be based anywhere other than the Company’s principal executive offices, except for required travel on the Company’s business to an extent substantially consistent with Executive’s prior business travel obligations;

(4)

the failure by the Company to continue to provide Executive with benefits at least as favorable to those enjoyed by Executive under any of the Company’s pension, life insurance, medical, health and accident, disability, deferred compensation, incentive awards, incentive stock options, or savings plans in which Executive was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed at the time of the Change in Control, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled at the time of the Change in Control, provided, however, that the Company may amend any such plan or programs as long as such amendments do not reduce any benefits to which Executive would be entitled upon termination; or

(5)

any termination of Executive’s employment which is not made pursuant to a Notice of Termination satisfying the requirements in Section 5 below.

9. Successors. This Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto.

11. Release. As a condition to receiving any benefits under this Agreement, Executive shall be required to deliver a standard release to the Company releasing the Company and its shareholder, directors, officers, employees, agents and affiliates from any and all claims relating to Executive’s employment and termination of employment.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EXECUTIVE:	INSIGNIA SYSTEMS, INC.


/s/ John Gonsior	By	/s/ Scott Drill

	Its	CEO