EX-10.6



 EXHIBIT 10.6 

INFOSONICS CORPORATION 

2015 EQUITY INCENTIVE PLAN 

STOCK OPTION GRANT NOTICE 

InfoSonics Corporation (the “Company”) hereby grants to you an Option (the “Option”) to
purchase shares of the Company’s Common Stock. The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock Option Agreement and the
Company’s 2015 Equity Incentive Plan (the “Plan”), which are attached to and incorporated into this Grant Notice in their entirety. 
  

					
	 Participant:
	 	 	  	
			
	 Grant Date:
	 	 	  	
			
	 Vesting Commencement Date:
	 	 	  	
			
	 Number of Shares Subject to Option:
	 	 	  	
			
	 Exercise Price (per Share):
	 	$                                     
      	  	
		
	 Option Expiration Date:
	 	                             (subject to earlier termination in
accordance with the terms of the Plan and the Stock Option Agreement)
			
	 Type of Option:
	 	Nonqualified Stock Option	  	
			
	 Vesting and Exercisability Schedule:
	 		  	

 Acknowledgement and Agreement: You acknowledge receipt of, and understand and agree to, this Grant
Notice, the Stock Option Agreement and the Plan. You further acknowledge that, as of the Grant Date, such documents set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written
agreements on the subject. You also acknowledge receipt of the Plan Summary which describes the Plan. 
  

									
	 INFOSONICS CORPORATION
	  		 	PARTICIPANT	  	
				
	 	  		 	 	  	
	 By:
                                    
	  		 		  	Signature	  	
	 Its: 
                                    
	  		 		  		  	
		  		 		  		  	
		  		 	Date:	  	 	  	
	 Attachments:

1.      Vesting Schedule

2.      Stock Option Agreement

3.      2015 Equity Incentive Plan

4.      Plan Summary

5.      Stock Option Exercise Notice
	  		 	Address:	  	 	  	
	  		 		  	 	  	
	  		 		  		  	
	  		 		  		  	
	  		 		  		  	
	  		 		  		  	








 INFOSONICS CORPORATION 

2015 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement (this
“Agreement”), InfoSonics Corporation (the “Company”) has granted you an Option under its 2015 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement or the Grant Notice but defined in the Plan have the same definitions as in the
Plan. 
 The details of the Option are as follows: 

1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in
your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. 

2. Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares
issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The
exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and
regulations. 
 3. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance
satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of
Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) if permitted by the Committee, by having the Company withhold shares of Common Stock
that would otherwise be issued upon exercise of the Option; (d) if permitted by the Committee, by tendering shares of Common Stock you own; (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by law, by
instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or (f) by any other method permitted by the Committee. 

4. Treatment Upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate automatically
and without further notice immediately upon termination of your employment or service relationship with the Company or a Related Company for any reason (“Termination of Service”). You may exercise the vested portion of the
Option as follows: 
 (a) General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three
months after your Termination of Service and (ii) the Option Expiration Date; 
 (b) Retirement or Disability. If your
employment or service relationship terminates due to Retirement or Disability, you must exercise the vested portion of the Option on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration
Date; 
 (c) Death. If your employment or service relationship terminates due to your death, the vested portion of the Option must be
exercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of Service but while the Option is still exercisable, the vested portion of the
Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date; and 
 (d)
Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your Termination of Service for Cause, unless the Committee determines otherwise. If your








 
employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period
of investigation. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Committee. 

It is your responsibility to be aware of the date the Option terminates. 

5. Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by
the applicable laws of descent and distribution or pursuant to a domestic relations order. The Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form or the personal representative of your estate.
Notwithstanding the foregoing, the Option may be transferred to a Permitted Transferee (as defined below), who will succeed to the terms and conditions of the Option. A “Permitted Transferee” means your immediate family,
trusts solely for the benefit of such family members and partnerships in which such family members and/or trusts are the only partners. For this purpose, immediate family of a person means the person’s spouse, parents, children, stepchildren
and grandchildren and the spouses of such parents, children, stepchildren and grandchildren. In addition, to the extent permitted by Section 422 of the Code with respect to Incentive Stock Options, the Committee, in its sole discretion, may
permit you to otherwise assign or transfer the Option, subject to such terms and conditions specified by the Committee. 
 6. Withholding
Taxes. As a condition to the exercise of any portion of the Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection
with such exercise. 
 7. Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will
be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the
Company or any Related Company to terminate your employment or other relationship at any time, with or without cause. 
 8. No Right to
Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (or one year in the case of Retirement, Disability or death) of your Termination of
Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an element of damages in the event of your Termination of Service for any reason, even if the
termination is in violation of an obligation of the Company or a Related Company to you. 
 9. Binding Effect. The Grant Notice and
this Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns. 

10. Section 409A Compliance. Notwithstanding any provision of the Plan, the Grant Notice or this Agreement to the contrary, the
Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Company makes no
representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Option.