Exhibit 10.10 to Insignia Systems, Inc. Form 10-K for fiscal year ended 12-31-2005







EXHIBIT 10.10 



AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENT 



        AGREEMENT made as of this
20th day of December, 2005 by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”),
and Scott F. Drill (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; 








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	  	    (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 gross 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 immediately 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. 



        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; 






	  	    (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). 






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; 







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	  	  	    (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 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. 








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        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. 



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






	EXECUTIVE: 		INSIGNIA SYSTEMS, INC. 
	 
	/s/ Scott F. Drill  
	    	By:    	/s/ Justin W. Shireman 

	Scott F. Drill 
	 
		    	Its:    	CFO, VP Finance & Treasurer 








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