Exhibit 10.4 


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of April 3, 2014, by
and between Wireless Ronin Technologies, Inc., a Minnesota corporation with a place of business at Baker Technology Plaza,
5929 Baker Road, Suite 475, Minnetonka, Minnesota 55345 (the “Company”), and John Walpuck, a resident
of the State of California (“Executive”).


 


BACKGROUND


 


The
Company desires to employ the Executive as its Chief Financial Officer and Chief Operating Officer, and Executive desires to accept
such employment. Among other things, this Agreement provides for base compensation for Executive, a term of employment and severance
payments in certain circumstances.


 


In
consideration of the foregoing, the Company and Executive hereby agree as follows:


 


Article
1

EMPLOYMENT


 


1.01The
Company hereby agrees to employ Executive subject to and pursuant to the terms of this Agreement, and Executive agrees to such
employment as the Company’s Chief Financial Officer and Chief Operating Officer, and shall hold such titles under the terms
of this Agreement. The parties anticipate that Executive will initially perform his services primarily at the Company’s
current executive offices in Minnetonka, Minnesota, but that Executive shall also travel on business as advisable and at times
work remotely, with the expectation that Executive will use his good-faith business judgment to determine the appropriate locations
to effectively perform his services. 


 


1.02Executive
shall generally have the authority, responsibilities, and such duties as are customarily performed by the chief financial officer
and chief operating officer of a public company of similar size and industry. Executive shall also render such additional services
and duties within the scope of Executive’s experience and expertise as may be reasonably requested of him from time to time
by the Board of Directors of the Company (the “Board”). Furthermore, the Board may from time to time in its
discretion redefine the duties and responsibilities of Executive as it determines the needs of the Company require, so long as
such duties are generally consistent with the Executive’s title.


 


1.03Executive
shall report to the Board or any committee thereof as the Board shall direct, and shall generally be subject to the direction,
orders, and advice of the Board.


 


Article
2

BEST EFFORTS OF EXECUTIVE


 


2.01Executive
shall use his best efforts, judgment, and abilities in the performance of his duties, services and responsibilities for the Company.


 






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2.02During
the term of his employment, Executive shall devote substantially all of his business time and attention (other than during periods
of vacation, illness or disability) to the business of the Company and its subsidiaries and affiliates and shall not engage in
any substantial activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary gain,
unless approved by the Board. Notwithstanding the foregoing, Executive may manage his personal investments, engage in educational,
charitable or other community activities, and business advisory capacities as long as such activities do not pose an actual or
apparent conflict of interest and do not interfere with Executive’s performance of his duties under this Agreement. Executive
represents that any outside professional activities with which he is currently involved or reasonably expects to become involved
do not conflict with the business and affairs of the Company or interfere with Executive’s performance of his duties hereunder.



 


Article
3

TERM AND NATURE OF EMPLOYMENT


 


3.01Executive’s
employment on the basis described in this Agreement shall commence April 3, 2014, and will terminate on the one-year anniversary
of that date unless terminated earlier as described in this Agreement. Neither the Company nor Executive shall be obligated to
extend the term of this Agreement. However, the initial one-year term shall automatically be extended for successive one-year
periods unless the Company or Executive elects not to do so by giving written notice to the other not less than 90 days prior
to the end of the then-current term.


 


3.02The
terms and conditions of this Agreement may be amended from time to time with the consent of the Company and Executive. All such
amendments shall be effective when memorialized by a written agreement between the Company and Executive, following approval by
the Board or the Board’s Compensation Committee (the “Committee”). Executive’s employment with
the Company shall at all times be on an “at will” basis, meaning that either Executive or the Company may terminate
the employment relationship at any time for any reason or no reason; provided, however, that Executive may be entitled to certain
compensation upon termination to the extent provided in Section 6.03.


 


Article
4

COMPENSATION AND BENEFITS


 


4.01During
the initial term of employment, Executive shall be paid a base salary at an annualized rate of $240,000 per year (“Base
Salary”), payable in accordance with the Company’s established payroll periods, and reduced by all deductions
and withholdings required by law and as otherwise specified by Executive. The Board or Committee agrees to review Executive’s
performance and compensation in 2015 and annually thereafter. Executive’s Base Salary may be increased (but not decreased)
in the sole discretion of the Board or Committee; provided, however, that Executive’s Base Salary may be reduced in connection
with compensation reductions applied to all other senior executives of the Company.


 






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4.02During
the term of employment, and in addition to payments of Base Salary set forth above, Executive shall be eligible to participate
in the performance-based cash bonus (e.g., the 2014 Senior Management Bonus Plan) or equity award plan for senior executives of
the Company, at the same relative cash bonus levels as the CEO, based upon achievement of individual and/or Company goals established
by the Board or Committee. 


 


4.03During
the term of employment, Executive shall be entitled to participate in employee benefit plans, policies, programs, perquisites
and arrangements, as the same may be provided and amended from time to time, that are provided generally to similarly situated
executive employees of the Company, to the extent Executive meets the eligibility and other requirements for any such plan, policy,
program, perquisite or arrangement. If Executive elects to not participate in the same health and dental insurance program of
the Company that is offered to and participated in by the Company’s Chief Executive Officer, if any, then the Company will
pay to Executive in cash that portion of the amount paid by the Company for the health and dental benefits of the Chief Executive
Officer, which is equal to the proportion that Executive’s then-current Base Salary bears to the then-current base salary
amount paid to the Chief Executive Officer.


 


4.04The
Company shall reimburse Executive for all reasonable business expenses incurred by Executive in carrying out Executive’s
duties, services, and responsibilities under this Agreement, subject to Executive’s compliance with generally applicable
policies, practices and procedures of the Company (as the same may be changed from time to time) with respect to reimbursement
for, and submission of expense reports, receipts or similar documentation of, such expenses.


 


Article
5

VACATION AND LEAVE OF ABSENCE


 


5.01Executive
shall be entitled to 17 business days of paid time off (“PTO”) for each 12 months of employment, in addition
to the Company’s normal holidays. PTO includes sick days in excess of three sick days per calendar year provided by the
Company’s current sick leave policy, as well as leaves of absences and vacations. PTO will be scheduled after taking into
account the Executive’s duties and obligations at the Company. PTO and sick leave and all other leaves of absence will be
taken in accordance with the Company’s stated personnel policies and upon agreement with the Chief Executive Officer or
the Board. Upon termination or expiration of the Executive’s employment, Executive shall be entitled to compensation for
any accrued, unused PTO time in accordance with the Company’s PTO policy as of date of termination.


 


Article
6

TERMINATION


 


6.01The
Company may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.07), upon written
notice to Executive. For the purposes of this Agreement, an election by the Company not to extend employment pursuant to Section
3.01 shall be deemed a termination without Cause.


 






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6.02Executive’s
employment will terminate as of the date of the death or Disability of the Executive. “Disability” shall mean
a determination by the Board that Executive is unable to perform the essential functions of his job under this Agreement due to
illness, injury, or other condition of a physical or psychological nature, with or without a reasonable accommodation for a period
of 90 days in any 12-month period. Such determination shall be made in good faith by the Board, the decision of which shall be
conclusive and binding. For clarity, the essential function of Executive’s job specifically include, but are not limited
to, Executive’s consistent performance of his obligations under Sections 1.02, 2.01, and 2.02 of this Agreement.


 


6.03On
any termination of employment, Executive will be entitled to receive:


 


		(a)	Base
                                         Salary for services performed through the date of such termination, payable on a pro-rated
                                         basis at the end of the month in which termination occurs;



 


		(b)	accrued
                                         and unpaid PTO in accordance with Article 5



 


		(c)	any
                                         interest that Executive may have as a terminated employee in the Company’s 401(k)
                                         plan or other plans in which he participated, but only as required or permitted under
                                         the terms of such plans; and



 


		(d)	a
                                         pro-rated portion of any bonus otherwise due under Section 4.02 above, provided such
                                         payment is consistent with the terms of such bonus plan. Any such bonus will be pro-rated
                                         based upon the number of full months Executive worked in the calendar year in which any
                                         such bonus was earned.



 


If
(x) Executive terminates Executive’s employment for Good Reason, (y) the Company terminates Executive’s employment
without Cause, or (z) Executive is an active and full-time employee at the time of a Change in Control (as defined in Section
6.09) and Executive’s employment is terminated within 12 months after the Change in Control for any reason (including Good
Reason) other than death, Disability or Cause, then, in addition to the amounts set forth in (a), (b), and (c) above, Executive
will be paid an amount equal to six months of his Base Salary, less customary withholdings; provided, however, that Executive
will be paid an amount equal to 12 months of his Base Salary, less customary withholdings, if a termination giving rise to Executive’s
right to severance payments hereunder occurs after the one-year anniversary of this Agreement. Such Base Salary will be paid in
equal monthly installments, subject to Article 7 of this Agreement. In addition, if Executive is eligible to and elects to continue
medical coverage from the Company as provided by law (commonly referred to as COBRA), and continues to pay Executive’s portion
of the monthly medical insurance premiums, the Company will continue to pay the Company’s portion of the monthly medical
insurance premiums paid at the time of termination for COBRA coverage for Executive and his eligible dependents for a period of
one year after termination of employment.


 


Upon
a termination for any other reason, including a voluntary resignation without Good Reason or a termination for Cause, Executive
will receive only the amounts set forth in (a), (b) (c) and (d) above.


 






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Notwithstanding
the foregoing, all pay and benefits to Executive upon termination will be conditioned on Executive signing and not rescinding
a conventional separation agreement and mutual release in substantially the form previously used by the Company (if applicable)
, which agreement shall include, at a minimum, a full and general release of all claims (including employment-related claims )
to the greatest extent allowed by applicable law, a covenant not to sue, and an agreement to be reasonably available for consultation
and assistance to the Company during any period in which severance is paid, and an agreement to return to the Company all Company
property and copies thereof in any form or media.


 


6.04During
the term of his employment and for 12 months after the date of Executive’s termination of employment, (i) Executive shall
not, directly or indirectly, make or publish any disparaging statements (whether written or oral) regarding the Company or any
of its then-affiliated companies or businesses, or the affiliates, directors, officers, agents, principal shareholders or customers
of any of them and (ii) the Company’s directors and officers shall not directly or indirectly, make or publish any disparaging
statements (whether written or oral) regarding Executive. Information which a Company director or officer or Executive is required
to make or disclose regarding the other to comply with laws or regulations, or makes in a pleading on the advice of litigation
counsel, and information which a Company director or officer needs to disclose for legitimate business reasons (for example disclosure
to the Company’s insurers or business associates), shall not constitute a disparaging statement.


 


6.05Upon
any termination of Executive’s employment with the Company, Executive will immediately return to the Company all equipment,
property and documents of the Company, including, specifically all property and documents containing any Confidential Information
(as defined in Section 8.01).


 


6.06Upon
any termination of Executive’s employment with the Company, Executive shall be deemed to have resigned from all other positions
he then holds as an officer, employee or director or other independent contractor of the Company or any of its subsidiaries or
affiliates, unless otherwise agreed by the Company and Executive in writing, and Executive will execute all documents reasonably
requested of him to confirm such resignations.


 


6.07Any
of the following events shall constitute “Cause”:


 


		(a)	any
                                         conviction or nolo contendere plea by Executive to a felony, gross misdemeanor, a misdemeanor
                                         involving moral turpitude, or any conduct by Executive that has or can reasonably be
                                         expected to have a detrimental effect on the Company or its image, or the image or reputation
                                         of its management, the Company’s customers, or its employees;



 


		(b)	any
                                         act of material misconduct involving dishonesty which is injurious to the Company, any
                                         willful or gross negligence in the performance of duties, or any breach of fiduciary
                                         or other duty with respect to the Company;



 


		(c)	any
                                         material breach of this Agreement or of the Company’s published or written rules,
                                         codes or polices; provided, however, that such breach shall not constitute Cause if Executive
                                         cures or remedies such breach within 15 days after written notice to Executive, without
                                         material harm or loss to the Company, unless (i) such breach is part of a pattern of
                                         chronic breaches of the same, which may (but shall not be required to) be evidenced by
                                         a report or warning letter given by the Company to Executive; or (ii) such breach is
                                         of a nature that is not curable, including situations where the harm or loss to the Company
                                         has already occurred or can reasonably be expected to occur and cannot be eliminated
                                         by such cure;



 






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		(d)	any
                                         act of insubordination by Executive; provided, however, an act of insubordination by
                                         Executive shall not constitute Cause if Executive cures or remedies such insubordination
                                         within 15 days after written notice to Executive, without material harm or loss to the
                                         Company, unless (i) such insubordination is a part of a pattern of chronic insubordination,
                                         which may be evidenced by a report or warning letter given by the Company to Executive;
                                         or (ii) such insubordination is of a nature that it is not curable, including situations
                                         where the harm or loss to the Company has already occurred or can reasonably be expected
                                         to occur and cannot be eliminated by such cure;



 


		(e)	any
                                         disclosure of any Company trade secret or Confidential Information other than for the
                                         legitimate business purposes of the Company or as required by law, or conduct constituting
                                         unfair competition with respect to the Company, including intentionally inducing a party
                                         to breach a contract with the Company; or



 


		(f)	a
                                         willful violation of federal or state securities laws or employment laws.



 


In
making such determination of Cause, the Board shall act in good faith and give Executive a reasonably detailed written notice
in advance of the termination. A resolution providing for the termination of Executive’s employment for Cause must be approved
by a majority of the members of the Board; provided, however, that if Executive is a member of the Board, he shall not vote on
the resolution shall not be deemed to be a member of the Board for purposes of whether a majority of its members have approved
such termination. Executive’s employment shall be deemed terminated for Cause upon the approval by the Board of a resolution
terminating Executive’s employment for Cause unless a later time or date is specified. For purposes of this Agreement, no
act or failure by the Executive shall be considered “willful” if such act is done by Executive in good faith in the
belief that such act is or was lawful and in the best interest of the Company or one or more of its businesses. In the event of
a termination for Cause, and not withstanding any contrary provision otherwise stated, Executive shall receive only those amounts
set forth in Section 6.03(a), (b) (c) and (d).


 






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6.08Executive
may terminate his employment upon 60 days prior written notice to the Company for Good Reason. For purposes of this Agreement,
“Good Reason” means any of the following events or actions taken by the Company without Cause, and without
circumstances existing that would constitute Cause:


 


		(a)	the
                                         Company or any of its subsidiaries reduces Executive’s Base Salary, or otherwise
                                         changes benefits provided to Executive under compensation and benefit plans, arrangements,
                                         policies and procedures to be as a whole materially less favorable to Executive, other
                                         than reductions in Base Salary permitted under Section 4.01;



 


		(b)	without
                                         Executive’s express written consent, the Company or any of its subsidiaries significantly
                                         reduces Executive’s job authority and responsibility, except as permitted under
                                         Section 1.02;



 


		(c)	without
                                         Executive’s express written consent, the Company or any of its subsidiaries requires
                                         Executive to change the location of Executive’s job or office, to a location more
                                         than 50 miles from the location of Executive’s job or office immediately prior
                                         to such required change;



 


		(d)	a
                                         successor company fails or refuses to assume the Company’s obligations under this
                                         Agreement; or



 


		(e)	the
                                         Company or any successor company breaches any of the material provisions of this Agreement.



 


If
Executive intends to terminate this Agreement for Good Reason, Executive must give not less than 60 days prior written notice
to the Company of the facts or events giving rise to Good Reason.. The Company shall, within such 60-day notice period, have the
right to cure or remedy events or any action or event constituting “Good Reason” within the meaning of this Section
6.08. The failure to give such notice shall be deemed a waiver of the right to terminate this Agreement for Good Reason based
on such fact or event.


 


6.09For
purposes of this Agreement, “Change of Control” shall mean any one of the following:


 


		(a)	an
                                         acquisition by any individual, entity or group, within the meaning of Section 13(d)(3)
                                         or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”),
                                         of 50% or more of either: (1) the then-outstanding common stock of the Company (the “Stock”);
                                         or (2) the combined voting power of the Company’s outstanding voting securities,
                                         immediately after such acquisition, entitled to vote generally in the election of directors;
                                         provided, however, that the following acquisitions shall not constitute a Change of Control
                                         and shall be disregarded in determining whether any Change of Control shall have occurred:
                                         (i) any acquisition of Stock or other securities directly from the Company; (ii) any
                                         acquisition of Stock or other securities by the Company or any subsidiary; (iii) any
                                         acquisition of Stock or other securities by the trustee or other fiduciary of any employee
                                         benefit plan or trust sponsored by the Company or any subsidiary; or (iv) any acquisition
                                         of Stock or other securities by any corporation with respect to which, immediately after
                                         such acquisition, more than 50% of the Stock or other securities is beneficially owned
                                         by substantially all of the individuals and entities who were beneficial owners of Stock
                                         and other securities of the Company immediately prior to such acquisition in substantially
                                         similar proportions immediately before and after such acquisition;



 






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		(b)	approval
                                         by the shareholders of the Company of a reorganization, merger, consolidation, liquidation,
                                         dissolution, sale or statutory exchange of Stock which changes the beneficial ownership
                                         of Stock and other securities so that after the immediately previous owners of 50% of
                                         the Stock and other voting securities do not own 50% of the Stock and other voting securities
                                         either legally or beneficially;



 


		(c)	the
                                         sale, transfer or other disposition of all or substantially all of the Company’s
                                         assets in a transaction with a third party, other than in connection with a joint venture
                                         or similar transaction, as reasonably determined by the Board; or



 


		(d)	a
                                         merger of the Company with another entity after which the pre-merger shareholders of
                                         the Company own less than 50% of the issued and outstanding voting securities of the
                                         surviving corporation.



 


Notwithstanding
the foregoing, a “Change of Control” shall not be deemed to occur with respect to Executive if the acquisition of
a 50% or greater interest is by a group that includes Executive, nor shall it be deemed to occur if at least 50% of the voting
securities of the Company owned before the occurrence are beneficially owned subsequent to the occurrence by a group that includes
Executive.


 


6.10The
provisions of Sections 6.04, 6.05 and 6.06 shall survive the termination of this Agreement.


 


Article
7

SEVERANCE PAYMENT

LIMITATIONS UNDER CODE SECTION 409A


 


7.01Notwithstanding
any other provision of this Agreement, the Company and Executive intend that any payments, benefits or other provisions applicable
to this Agreement comply with the payout and other limitations and restrictions imposed under Section 409A of the Internal Revenue
Code (“Section 409A”), as clarified or modified by guidance from the U.S. Department of Treasury or the Internal
Revenue Service—in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance
is necessary to avoid the penalties otherwise imposed under Section 409A. In this regard, the Company and Executive agree that
the payments, benefits and other provisions applicable to this Agreement, and the terms of any deferral and other rights regarding
this Agreement, shall be deemed modified if and to the extent necessary to comply with the payout and other limitations and restrictions
imposed under Section 409A, as clarified or supplemented by guidance from the U.S. Department of Treasury or the Internal Revenue
Service—in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is
necessary to avoid the penalties otherwise imposed under Section 409A.


 






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7.02The
Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes, and other amounts
required by applicable law to be withheld by the Company.


 


7.03The
provisions of this Article 7 will be deemed to survive the termination of this Agreement for the purposes of satisfying the obligations
of the Company and Executive hereunder.


 


7.04Notwithstanding
any provision in this Agreement to the contrary, the total severance benefit payable to the Executive during the first six months
following the Executive’s termination of employment shall not exceed the lesser of two times the Executive’s annual
compensation or the amount specified in Section 409A. Any amounts that cannot be paid because of this limitation shall be paid
in a lump sum on the first day of the seventh month following the Executive’s termination of employment. The remaining amount
shall be paid in installments for the duration of the non-compete period. Notwithstanding the above, if Executive terminates employment
for Good Reason, and such termination of employment does not constitute an “involuntary termination of employment”
under Section 409A, then no payment shall be made until the first day of the seventh month following the Executive’s termination
of employment. Any amounts that cannot be paid because of this limitation shall be paid in a lump sum on the first day of the
seventh month following Executive’s termination of employment.


 


Article
8

NONDISCLOSURE AND INVENTIONS


 


8.01Except
as permitted or directed by the Company or as may be required in the proper discharge of Executive’s employment hereunder,
Executive shall not, during his employment or at any time thereafter, divulge, furnish or make accessible to anyone or use in
any way any Confidential Information. “Confidential Information” means any information or compilation of information
regarding the Company or its subsidiaries or affiliates that the Executive learns or develops during the course of his/her employment
that is not generally known by persons outside the Company (whether or not conceived, originated, discovered, or developed in
whole or in part by Executive). “Confidential Information” includes but is not limited to the following types of information
and other information of a similar nature (whether or not reduced to writing), all of which Executive agrees constitutes the valuable
trade secrets: research, designs, development, know how, computer programs and processes, marketing plans and techniques, existing
and contemplated products and services, potential and actual customer and product names and related information, prices, sales,
inventory, personnel, computer programs and related documentation, technical and strategic plans, and finances. “Confidential
Information” also includes any information of the foregoing nature that the Company treats as proprietary or designates
as Confidential Information, whether or not owned or developed by the Company. “Confidential Information” does not
include information that (a) is or becomes generally available to the public through no fault of Executive, (b) was known to Executive
prior to its disclosure by the Company, as demonstrated by files in existence at the time of the disclosure, (c) becomes known
to Executive, without restriction, from a source other than the Company, without breach of this Agreement by Executive and otherwise
not in violation of the Company’s rights, or (d) is explicitly approved for release by written authorization of the Company.


 






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8.02Executive
acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, trade secrets, analyses,
drawings, reports and all similar related information (whether or not patentable) which relate to the Company’s or any of
its subsidiaries’ actual or anticipated business, research and development or existing products or services and which are
conceived, developed or made by Executive while employed by the Company or any of its subsidiaries (“Work Product”)
belong to the Company or such subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s
expense, perform all actions reasonably requested by the Board (whether during or after employment by the Company) to establish
and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). For
purposes of this Agreement, any Work Product or other discoveries relating to the business of the Company or any subsidiaries
on which Executive files or claims a copyright or files a patent application, during the Term of this Agreement , shall be presumed
to be Work Product conceived or developed by Executive in whole or in part during the term of his employment with the Company,
subject to proof to the contrary by good faith, written and duly corroborated records establishing that such Work Product was
conceived and made following termination of employment.


 


Notwithstanding
the foregoing, the Company advises Executive, and Executive understands and agrees, that the foregoing does not apply to inventions
or other discoveries for which no equipment, supplies, facility or trade secret information of the Company was used and that was
developed entirely on Executive’s own time, and (a) that does not relate (i) directly to the Company’s business or
(ii) to the Company’s actual or demonstrably anticipated business research or development, or (b) that does not result from
any work performed by Executive for the Company.


 


8.03In
the event of a breach or threatened breach by Executive of the provisions of this Article 8, the Company shall be entitled to
an injunction restraining Executive from directly or indirectly disclosing, disseminating, lecturing upon, publishing or using
such confidential, trade secret or proprietary information (whether in whole or in part) and restraining Executive from rendering
any services or participating with any person, firm, corporation, association or other entity to whom such knowledge or information
(whether in whole or in part) has been disclosed, without the posting of a bond or other security. Nothing herein shall be construed
as prohibiting the Company from pursuing any other equitable or legal remedies available to it for such breach or threatened breach,
including the recovery of damages from Executive.


 


8.04Executive
agrees that all notes, data, reference materials, documents, business plans, business and financial records, computer programs,
and other materials that in any way incorporate, embody, or reflect any of the Confidential Information, whether prepared by Executive
or others, are the exclusive property of the Company, and Executive agrees to forthwith deliver to the Company all such materials,
including all copies or memorializations thereof, in Executive’s possession or control, whenever requested to do so by the
Company, and in any event, upon termination of Executive’s employment with the Company.


 






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8.05The
Executive understands and agrees that any violation of this Article 8 while employed by the Company may result in immediate disciplinary
action by the Company, including termination of employment for Cause.


 


8.06The
provisions of this Article 8 shall survive termination of this Agreement indefinitely.


 


Article
9

NON-COMPETITION, NON-INTERFERENCE AND NON-SOLICITATION


 


9.01In
further consideration of the compensation and benefits that have been provided to Executive and will be provided to Executive
hereunder, Executive acknowledges that in the course of his employment with the Company he will become familiar with Confidential
Information and that his services have been and will be of a special, unique and extraordinary value to the Company, and therefore,
Executive agrees that, during the period of his employment, and for a period of one year following the termination of Executive’s
employment with the Company, he shall not directly or indirectly own any interest in, manage, control, participate in, consult
with, render services for, or in any manner engage in any business competing with the business of the Company, its subsidiaries
or affiliates, as defined below, and as such businesses exist or are developing during the period of his employment, within any
geographical area in which the Company or its subsidiaries or affiliates engage or have defined plans to engage in such businesses.
Nothing herein shall prevent Executive from being a passive owner of not more than 2% of the outstanding stock of any class of
a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. For the
purposes of this Agreement, “business” or “business of the Company” means, with respect to and including
the Company and its subsidiaries or affiliates, the design, development, marketing and sale of digital signage products and solutions.


 


9.02Executive
agrees that during the term of his employment and for a period of one year after the termination of Executive’s employment
he will not directly or indirectly (i) in any way interfere or attempt to interfere with the Company’s relationships with
any of its current or potential customers, vendors, investors, business partners, or (ii) solicit for employment any of the Company’s
employees, including those who were employees at the Company during the 12 months prior to Employee’s termination at the
Company, on behalf of any other entity, whether or not such entity competes with the Company.


 


9.03Executive
agrees that breach by him of the provisions of this Article 9 will cause the Company irreparable harm that is not fully remedied
by monetary damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9, the Company
shall be entitled to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited herein,
without posting a bond or other security, and, if the Company is successful in establishing a breach, to its reasonable attorneys’
fees and costs. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies
available to it for such breach or threatened breach, including the recovery of damages from Executive.


 






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9.04Executive
understands and agrees that any violation of this Article 9 while employed by the Company may result in immediate disciplinary
action by the Company, including termination of employment for Cause.


 


9.05Executive
acknowledges that the covenants in this Article 9 have been conditions of, and were incidents to, his initial employment, and
that these covenants are supported by additional and adequate consideration and are fully enforceable in accordance with their
terms.


 


9.06The
obligations contained in this Article 9 shall survive the termination of this Agreement as described in this Article 9. 


 


Article
10

MISCELLANEOUS


 


10.01Governing
Law. This Agreement shall be governed and construed according to the laws of the State of Minnesota without regard to conflicts-of-law
provisions. The Company and Executive agree that if any action is brought pursuant to this Agreement that is not otherwise required
to be resolved by arbitration pursuant to Section 10.06, such dispute shall be resolved only in the District Court of Hennepin
County, Minnesota, or the United States District Court for Minnesota, and each party hereto unconditionally (a) submits for itself
in any proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive
jurisdiction of the Hennepin County, Minnesota District Courts or the United States Federal District Court for Minnesota, and
agrees that all claims in respect to any such proceeding shall be heard and determined in Hennepin County, Minnesota District
Court or, to the extent permitted by law, in such federal court, (b) consents that any such proceeding may and shall be brought
in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such proceeding
in any such court or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c)
waives all right to trial by jury in any proceeding (whether based on contract, tort or otherwise) arising out of or relating
to this Agreement, or its performance under or the enforcement of this Agreement; (d) agrees that service of process in any such
proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to such party at its address as provided in Section 10.08; and (e) agrees that nothing in this Agreement
shall affect the right to effect service of process in any other manner permitted by the laws of the State of Minnesota.


 


10.02Successors.
This Agreement is personal to Executive and Executive may not assign or transfer any part of his rights or duties hereunder, or
any compensation due to him hereunder, to any other person or entity. This Agreement may be assigned by the Company. The Company
shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, of all or
substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s
obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no
such succession or assignment had taken place. In such event, the term “Company,” as used in this Agreement, shall
mean the Company as defined above and any successor or assignee to its business or assets that by reason hereof becomes bound
by the terms and provisions of this Agreement.


 






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10.03Waiver.
The waiver by the Company of the breach or nonperformance of any provision of this Agreement by Executive will not operate or
be construed as a waiver of any future breach or nonperformance under any such provision or any other provision of this Agreement
or any similar agreement with any other Executive


 


10.04
Entire Agreement; Modification. This Agreement supersedes, revokes and replaces any and all prior oral or written understandings,
if any, between the parties relating to the subject matter of this Agreement. The parties agree that this Agreement: (a) is the
entire understanding and agreement between the parties; and (b) is the complete and exclusive statement of the terms and conditions
thereof, and there are no other written or oral agreements in regard to the subject matter of this Agreement. Except for modifications
described in Section 1.02, 3.01 and 4.01, this Agreement shall not be changed or modified except by a written document signed
by the parties hereto.


 


10.05Severability
and Blue Penciling. To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable as written,
the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If any particular
provision of this Agreement shall be adjudicated to be invalid or unenforceable, the Company and Executive specifically authorize
the tribunal making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions
thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.


 


10.06Arbitration.
Any dispute, claim or controversy arising under this Agreement shall, at the request of any party hereto be resolved by binding
arbitration in Hennepin County, Minnesota by a single arbitrator selected by the Company and Executive, with arbitration governed
by The United States Arbitration Act (Title 9, U.S. Code); provided, however, that a dispute, claim or controversy shall be subject
to adjudication by a court in any proceeding against the Company or Executive involving third parties (in addition to the Company
or Executive). Such arbitrator shall be a disinterested person who is either an attorney, retired judge or labor relations arbitrator.
In the event the Company and Executive are unable to agree upon such arbitrator, the arbitrator shall, upon petition by either
the Company or Executive, be designated by a judge of the Hennepin County District Court. The arbitrator shall have the authority
to make awards of damages as would any court in Minnesota having jurisdiction over a dispute between employer and Executive, except
that the arbitrator may not make an award of exemplary damages or consequential damages. In addition, the Company and Executive
agree that all other matters arising out of Executive’s employment relationship with the Company shall be arbitrable, unless
otherwise restricted by law.


 


		(a)	In
                                         any arbitration proceeding, each party shall pay the fees and expenses of its or his
                                         own legal counsel.



 


		(b)	The
                                         arbitrator, in his or her discretion, shall award legal fees and expenses and costs of
                                         the arbitration, including the arbitrator’s fee, to a party who substantially prevails
                                         in its claims in such proceeding.



 


		(c)	Notwithstanding
                                         this Section 10.06, in the event of alleged noncompliance or violation, as the case may
                                         be, of Articles 8 or 9 of this Agreement, the Company may, at its discretion, alternatively
                                         apply to a court of competent jurisdiction for a temporary restraining order, injunctive
                                         and/or such other legal and equitable remedies as may be appropriate.



 






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10.07Legal
Fees. If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, and such
dispute results in court proceedings or arbitration, a party that prevails with respect to a claim brought and pursued in connection
with such dispute shall be entitled to recover its legal fees and expenses reasonably incurred in connection with such dispute.
Such reimbursement shall be made as soon as practicable following the resolution of the dispute (whether or not appealed) to the
extent a party receives documented evidence of such fees and expenses.


 


10.08Notices.
For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed
to Executive at his residence address appearing on the records of the Company and to the Company at its then-current executive
offices to the attention of the Chief Executive Officer or Board. All notices and communications shall be deemed to have been
received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change
of address shall be effective only upon actual receipt. No objection to the method of delivery may be made if the written notice
or other communication is actually received.


 


10.09Survival.
The provisions of this Article 10 shall survive the termination of this Agreement, indefinitely.


 





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IN
WITNESS WHEREOF, the parties have executed this Employment Agreement to be effective as of the date first set forth above.


 


	 	WIRELESS
    RONIN TECHNOLOGIES, INC.:
	 	 
	 	 
	 	Scott
    Koller, Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	John
    Walpuck




   


Signature
Page – Executive Employment Agreement

(John Walpuck)


 


 


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