WIRELESS RONIN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
EXHIBIT 10.29
WIRELESS RONIN TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
PURSUANT TO
2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
PURSUANT TO
2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Number of shares subject to option:
Date of grant:
OPTION AGREEMENT, dated as of , by and between Wireless Ronin
Technologies, Inc., a Minnesota corporation (the “Company”), and , an
individual eligible to receive options under the Plan (“Optionee”). Unless otherwise defined
herein, capitalized terms shall have the meaning set forth in the Company’s 2006 Non-Employee
Director Stock Option Plan.
1. Non-Qualified Stock Option. The Option evidenced by this Agreement is not intended
to, and did not at the date of grant, qualify as an “incentive stock option” within the meaning of
▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended.
2. Grant of Option. Pursuant to the provisions of the Plan, the Company grants to the
Optionee, subject to the terms and conditions of the Plan and this Agreement, the right and option
to purchase from the Company all or a part of an aggregate of shares of Common Stock (the
“Shares”) at the purchase price of $ per share (the “Option”).
3. Terms and Conditions. It is understood and agreed that the Option evidenced hereby
is subject to the following terms and conditions:
(a) Expiration Date. The Option expires five years after the date of grant
specified above.
(b) Exercise of Option. Subject to the Plan and the other terms of this
Agreement regarding the exercisability of the Option, the Option shall be
exercisable as to (i) shares if Optionee is then an Outside Director on
the first date of Optionee’s reelection to the Board of Directors by the
shareholders of the Company and (ii) an additional shares if Optionee is
then an Outside Director on each subsequent date of reelection to the Board of
Directors by the shareholders of the Company; provided that the Plan is approved by
the shareholders of the Company not later than April 14, 2007. This Option shall
not be deemed effective or exercisable unless and until the Plan is approved by
action of the shareholders of the Company not later than April 14, 2007. If the
Plan is not so approved, any Option granted under the Plan shall be null and void.
Any exercise must be accompanied by a written notice to the Company specifying the
number of shares of Common Stock as to which the Option is being exercised.
(c) Payment of Purchase Price Upon Exercise. At the time of any exercise,
the exercise price of the Shares as to which the Option is being exercised shall be
paid in United States dollars by certified check or bank draft, by tendering shares
of Common Stock owned by the person exercising the Option and having a fair market
value equal to the cash exercise price applicable to such Option, or by a
combination of United States dollars and Common Stock, all as set forth in Section
5(e)(iii) of the Plan.
(d) Nontransferability. The Option shall not be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee. No transfer of the
Option by the Optionee by will or by the laws of descent and distribution shall be
effective to bind the Company unless the Company is furnished with written notice
thereof and a copy of the will or such other evidence as the Board may determine
necessary to establish the validity of the transfer.
(e) No Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the Company with respect to any Shares prior to the date of issuance
to the Optionee of a certificate for such Shares.
(f) Compliance with Law and Regulations. The Option and the obligation of
the Company to sell and deliver Shares hereunder are subject to all applicable laws,
rules and regulations and to such approvals by any government or regulatory agency
as may be required. The Option shall not be exercisable, and the Company shall not
be required to issue or deliver any certificates for Shares prior to the completion
of any registration or qualification of the Shares under any federal or state law,
or any rule or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable. Moreover, the Option may
not be exercised if its exercise or the receipt of Shares pursuant thereto would be
contrary to applicable law.
(g) Income Taxes. The Optionee understands that, upon exercise of this
Option, Optionee will recognize income for tax purposes in an amount equal to the
excess of the then fair market value of the Shares over the exercise price. The
Optionee is wholly responsible for the payment of any taxes incurred as a
consequence of the exercise of this Option and any subsequent sale of the Shares.
4. Termination of Status as an Outside Director. Upon the termination of Optionee’s
status as an Outside Director for any reason prior to the expiration of the Option, the Option may
be exercised, to the extent that the Optionee shall have been entitled to do so on the date of his
or her termination, at any time or from time to time, but not later than the expiration of the
Option or twelve months after the Optionee’s termination, whichever date is earlier.
5. Suspension or Termination of Option for Misconduct. If the Board reasonably
believes that the Optionee has committed an act of misconduct, it may suspend the Optionee’s right
to exercise the Option pending a determination by the Board. If the Board determines that the
Optionee has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed
to the Company, breach of fiduciary duty or deliberate disregard of the Company’s rules resulting
in loss, damage or injury to the Company, or if the Optionee makes an
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unauthorized disclosure of any Company trade secret or confidential information, engages in
any conduct constituting unfair competition with respect to the Company, or induces any party to
breach a contract with the Company, neither the Optionee nor the Optionee’s estate shall be
entitled to exercise any option whatsoever. In making such determination, the Board shall act
fairly and shall give the Optionee an opportunity to appear and present evidence on the Optionee’s
behalf at a hearing before the Board.
6. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. In the event of any question
or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall
govern.
7. Notices. Any notice hereunder to the Company shall be addressed to it at its
principal executive offices, located at Wireless Ronin Technologies, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer; and any notice hereunder to the Optionee
shall be addressed to the Optionee at the address last appearing in the records of the Company;
subject to the right of either party to designate at any time hereunder in writing some other
address.
8. Counterparts. This Agreement may be executed in two counterparts each of which
shall constitute one and the same instrument.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota, except to the extent preempted by federal law, without
regard to the principles of comity or the conflicts of law provisions of any other jurisdiction.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized
officer and the Optionee has executed this Agreement, both as of the day and year first above
written.
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| WIRELESS RONIN TECHNOLOGIES, INC. | ||
By |
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Its |
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| OPTIONEE | ||
| Name and address of Optionee (type or print): | ||
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