Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On January 13, 2023, Insignia Systems, Inc. (the "Company") entered into letter
agreements with each of Adam D. May, Chief Growth Officer, and Zackery A. Weber,
Vice President of Finance (collectively, the "Retention Agreements"). Under Mr.
May's Retention Agreement, he is eligible to receive a cash retention bonus of
$130,000 so long as he remains employed through the earlier of: (a) the date the
Company terminates his employment without cause, and (b) December 31, 2023. If
the Company terminates his employment without cause as a result of the
completion of a change in control, then to receive payment he also must have
accepted any offer of employment from the successor to our business. Under Mr.
Weber's Retention Agreement, he is eligible to receive a cash retention bonus of
$48,000 so long as he remains employed through the earliest of: (a) December 31,
2023, (b) the date the Company terminates his employment without cause and (c)
the date a change in control is completed with respect to the Company. For each
Retention Agreement, "change in control" has the meaning set forth in the
Company's 2018 Equity Incentive Plan.
The foregoing description of the Retention Agreements is qualified by reference
to the text of each Retention Agreement, which are filed as Exhibits 10.1 and
10.2 to this current report and incorporated by reference as if fully set forth
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Method of
Exhibit No. Description Filing
10.1 Retention Agreement with Adam D. May dated January Filed
13, 2023 Electronically
10.2 Retention Agreement with Zackery A. Weber dated Filed
January 13, 2023 Electronically
104 Cover Page Interactive Data File Filed
Electronically
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