Exhibit 10.1 SETTLEMENT
AGREEMENT AND RELEASE This Settlement Agreement and Mutual
Release (“Agreement”) is dated as of February 9, 2011 between Plaintiff
Insignia Systems, Inc. (“Plaintiff”), Scott Drill (“Drill”) and Defendant News
America Marketing In-Store L.L.C. (sued in the Action (as defined below) as
News America Marketing In-Store, Inc.) (“Defendant”).  Plaintiff, Drill and
Defendant are collectively referred to herein as “the Parties.” RECITALS WHEREAS, Plaintiff filed a lawsuit against
Defendant captionedInsignia Systems, Inc. v. News America Marketing
In-Store, Inc., United States District Court for Minnesota, CivilNo. 04-4213, to collect damages and seek injunctive
relief for,inter alia, alleged violations of federal and state
antitrust laws, unfair competition, and federal and state disparagement laws.Defendant filed a counter-claim against Plaintiff and
Drill.  Collectively, the complaint, included as amended, and the counterclaim
are referred to herein as the“Action”; WHEREAS, all claims by Plaintiff against
Defendant, and by Defendant against Plaintiff and Drill, have been vigorously
contested, with all Parties denying any and all liability to each other; WHEREAS,the Parties hereto desire to forever
put to rest all disputes and claims through the date of this Agreement; NOW, THEREFORE,in consideration of the foregoing and
of the mutual promises hereinafter set forth, the receipt and adequacy of which
are hereby acknowledged, the Parties agree as follows: 1.Defendant
shall pay Plaintiff the sum of One Hundred Twenty Five Million Dollars
($125,000,000) (“Settlement Amount”), less the Four Million Dollar ($4,000,000)
payment owed by Plaintiff to Defendant under the Exclusive Selling Agreement
(as defined below) for a net payment to Plaintiff of One Hundred Twenty Million
Dollars ($121,000,000) (the “Net Amount”).  The Net Amount is payable by the
Defendants as follows:  the Net Amount shall be paid on February 10, 2011, by
wire transfer to[ * ]. 2.Insignia and News
America shall enter into an exclusive selling arrangement consistent with the
terms attached hereto as Joint Exhibit A (the “Exclusive Selling Agreement”). 
The Settlement Amount is not part of the consideration for the Exclusive
Selling Agreement.  This Agreement, and any and all releases and covenants not
to sue, shall survive and remain in full force and effect and be considered
final and binding even if a dispute arises regarding the Exclusive Selling
Agreement, including but not limited to a dispute in which there are claims that
the Exclusive Selling Agreement has been breached, claims that the Exclusive Selling
Agreement should be declared void or claims that the Exclusive Selling
Agreement lacks consideration. 3.Defendant shall
not seek to enforce any right of first refusal and/or right of last refusal
provision contained in any of its current agreements with retailers and shall
not include right of first refusal and/or right of last refusal provisions in
any agreement it reaches with any retailer in the future.  Similarly, Plaintiff
shall not include right of first refusal and/or right of last refusal
provisions in any agreement it reaches with retailers in the future. 4.The Parties
mutually agree that they shall not do or say anything at any time which is
falsely disparaging to the other Parties. *Indicates confidential information which has been
omitted and filed separately with the Commission under Rule 24b-2.


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5.On or before February
9, 2011, Plaintiff shall provide Defendant with a stipulated order in the form
of Exhibit B, dismissing the action with prejudice and without costs.   The
Parties shall take all reasonable steps to have the order on the stipulation
entered. 6.Each
Party shall bear its own expenses and attorneys’ fees in connection with the
Action. 7.The
Parties agree that the United States District Court for Minnesota shall retain
jurisdiction over the Action to enforce this Agreement.  Pursuant to 28 U.S.C.
§ 636, Fed.R.Civ.P. 53 and Local Rule 72.1, the Parties further agree and
consent to the appointment of the Honorable Arthur Boylan as the master to
resolve all disputes in accordance with procedures established by him. 
Accordingly, concurrent with the execution of this Agreement, the Parties will
exchange executed copies of the stipulation substantially in the form attached
hereto as Exhibit C and Defendant will promptly file it with the Court.  The
Parties shall take all reasonable steps to have the order on the stipulation
entered. 8.The
terms of the Protective Order as originally entered in the Action on or about December
28, 2006 (“the Protective Order”) shall survive dismissal of the Action and are
hereby reaffirmed, including the provision that all Confidential Material (as
that term is defined in the Protective Order) shall be destroyed.  For the
avoidance of doubt, the Parties agree that all Confidential Material (including
but not limited to discovery responses, documents and things produced,
depositions, summaries of the foregoing, and motion papers filed with the Court
consisting of, incorporating or attaching Confidential Material) that are in
the possession, custody or control of the Parties, their attorneys and/or their
experts and consultants shall be destroyed on or before March 30, 2011, except
that outside counsel for the respective parties shall retain for a period of
six (6) years a copy of documents which formed a part of the court record in
the Action. 9.Except for the
Parties’ obligations under this Agreement and the Exclusive Selling Agreement, each
of Plaintiff and the Plaintiff Released Parties (as defined below) hereby
releases, remises, acquits, and forever discharges Defendant or any of its past
or present members, related or affiliated companies and any or all of its
respective officers, directors, shareholders, partners, servants, employees, members,
attorneys, accountants, agents, representatives, affiliates, subsidiaries,
parents, successors and assigns, whether in their individual capacity or as
principal or agent (collectively, the “Defendant Released Parties”), from any
and all manner of actions and causes of action, suits, debts, obligations,
contracts, torts, covenants, claims, rights of contribution and/or
indemnification, rights of subrogation, sums of money, judgments, executions,
liabilities, damages, interest, costs, expenses, attorneys’ fees and legal
costs, demands and rights whatsoever, contingent or noncontingent, in law or in
equity, known or unknown, of any kind or character, from the beginning of time
up to the date of this Agreement (collectively, the “Released Matters”).  Each
of Plaintiff and the Plaintiff Released Parties further promises, covenants and
agrees not to sue, attempt to introduce as evidence, or otherwise assert any of
the Released Matters and/or the underlying facts or conduct supporting the
Released Matters against the Defendant or the Defendant Released Parties in any
court, governmental or regulatory body or other proceedings.  2


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10.Except for the
Parties’ obligations under this Agreement and the Exclusive Selling Agreement,
each of Defendant and the Defendant Released Parties hereby releases, remises,
acquits and forever discharges Plaintiff or any of its past or present members,
related or affiliated companies and any or all of its respective officers,
directors, shareholders, partners, servants, employees, members, attorneys,
accountants, agents, representatives, affiliates, subsidiaries, parents,
successors and assigns, whether in their individual capacity or as principal or
agent (collectively, the “Plaintiff Released Parties”), from any and all manner
of actions and causes of action, suits, debts, obligations, contracts, torts,
covenants, claims, rights of contribution and/or indemnification, rights of
subrogation, sums of money, judgments, executions, liabilities, damages,
interest, costs, expenses, attorneys’ fees and legal costs, demands and rights
whatsoever, contingent or noncontingent, in law or in equity, known or unknown,
of any kind or character, from the beginning of time up to the date of this
Agreement (collectively, “Released Matters”).  Each of Defendant and the
Defendant Released Parties further promises, covenants and agrees not to sue,
attempt to introduce as evidence, or otherwise assert any of the Released
Matters and/or the underlying facts or conduct supporting the Released Matters against
Plaintiff or Plaintiff Released Parties in any court, governmental or
regulatory body or other proceedings. 11.Except for the
Parties’ obligations under this Agreement, Drill hereby releases, remises,
acquits, and forever discharges Defendant and the Defendant Released Parties from
any and all manner of actions and causes of action, suits, debts, obligations,
contracts, torts, covenants, claims, rights of contribution and/or
indemnification, rights of subrogation, sums of money, judgments, executions,
liabilities, damages, interest, costs, expenses, attorneys’ fees and legal
costs, demands and rights whatsoever, contingent or noncontingent, in law or in
equity, known or unknown, of any kind or character, from the beginning of time
up to the date of this Agreement (collectively, “Released Matters”).  Drill
further promises, covenants and agrees not to sue, attempt to introduce as
evidence, or otherwise assert any of the Released Matters and/or the underlying
facts or conduct supporting the Released Matters against Defendant or any Defendant
Released Parties in any court, governmental or regulatory body or other
proceedings. 12.Except for the
Parties’ obligations under this Agreement, each of Defendant and Defendant
Released Parties hereby releases, remises, acquits and forever discharges Drill
from any and all manner of actions and causes of action, suits, debts,
obligations, contracts, torts, covenants, claims, rights of contribution and/or
indemnification, rights of subrogation, sums of money, judgments, executions,
liabilities, damages, interest, costs, expenses, attorneys’ fees and legal
costs, demands and rights whatsoever, contingent or noncontingent, in law or in
equity, known or unknown, of any kind or character, from the beginning of time
up to the date of this Agreement (collectively, “Released Matters”).  Each of Defendant
and Defendant Released Parties further promises, covenants and agrees not to
sue, attempt to introduce as evidence, or otherwise assert any of the Released
Matters and/or the underlying facts or conduct supporting the Released Matters against
Drill in any court, governmental or regulatory body or other proceedings. 13.Plaintiff
and Defendant hereby warrant and represent to the other that they have not
assigned or transferred, or purported to assign or transfer, to any person or
entity, any rights, claims, counterclaims, obligations, demands, damages,
actions or causes of action that they may have against the other, including but
not limited to rights, claims or damages arising out of or related in any way
to the Action.  Plaintiff and Defendant hereby represent and warrant that there
are no other pending actions or claims by Plaintiff against Defendant, or by
Defendant against Plaintiff.  3


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14.Drill
and Defendant hereby warrant and represent to the other that they have not
assigned or transferred, or purported to assign or transfer, to any person or
entity, any rights, claims, counterclaims, obligations, demands, damages,
actions or causes of action that they may have against the other, including but
not limited to rights, claims or damages arising out of or related in any way
to the Action.  Drill and Defendant hereby represent and warrant that there are
no other pending actions or claims by Drill against Defendant, or by Defendant
against Drill. 15.The
Parties understand and agree that this Agreement, and the Parties’ obligations
and payments made hereunder, are entered into and done solely to compromise
disputed claims, and shall not constitute an admission of liability on the part
of any Party.  Further, this Agreement, the Parties’ obligations hereunder, and
payments made hereunder, shall not be offered into evidence in any proceedings
by any Party hereto, except as necessary in an action to enforce the terms
hereof. 16.This
Agreement, including the exhibits hereto, is the entire, integrated agreement
between the Parties, and any and all discussions, understandings, and
agreements heretofore had by the Parties with respect to the subject matter
hereof are merged into this Agreement, which alone fully and completely
expresses the Parties’ agreement, except as set forth in the other documents
executed by the Parties.  No amendments, waivers, or termination can be made
except in a writing signed by each of the Parties. 17.This
Agreement shall be governed by and construed in accordance with the laws of the
State of Minnesota, without regard to the conflicts of law provisions thereof. 18.Other
than to announce that the parties have amicably settled the Action, neither
party hereto nor its attorneys shall disclose to any third party any
information with respect to the terms and provisions of this Agreement except:
(i) to the extent necessary to comply with the law or a valid order of a court
of competent jurisdiction, in which event(s) the party making such disclosure shall
so notify the other as promptly as practicable (if possible, prior to making
such disclosure), and shall seek confidential treatment of such information
and/or in camera review, (ii) to the extent necessary to comply with the S.E.C.
or other regulatory authorities or similar disclosure requirements under any
applicable laws, (iii) as part of its normal business activities or reporting
or review procedures to its parent and affiliated companies (other than
Valassis), banks, auditors, attorneys, accountants, insurers and similar
professionals, provided, however, that such companies, banks, auditors,
attorneys, accountants, insurers and similar professionals agree to be bound by
the provisions of this paragraph, (iv) as required by the Internal Revenue Service
or by any state tax authority, and (v) in any proceeding to enforce this
Agreement. 19.All
confidential information that the parties disclose to each other pursuant to
the Settlement Agreement or Exclusive Selling Agreement, including but not
limited to the terms of their respective agreements with retailers, shall be
kept confidential by the receiving party and not shared with any competitors,
including Valassis.  The receiving party shall treat the other party’s
confidential information with the same care and take the same precautions that
the receiving party uses to maintain the confidentiality of their own
confidential and competitively sensitive documents and information. 20.No
provision of this Agreement may be waived, amended, supplemented, terminated or
repealed in whole or in part, except only by the written consent of all
Parties.  Any waiver, amendment or supplement agreed to by the Parties will
apply only to the instance or circumstance expressly provided therein, and not
to any other instance or circumstance, whether similar or dissimilar.    4


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21.The
Parties each represent and warrant to the other that the persons executing this
Agreement on their respective behalves are authorized to do so.  All terms and
conditions of this Agreement are binding upon and will inure to the benefit of
the Parties and their respective members, transferees, successors and assigns. 
Plaintiff acknowledges that it sought and obtained approval to enter into this
settlement from its board of directors.  Defendants acknowledge that they
sought and obtained approval to enter into this settlement from the board of
directors of News Corp.  No provision of this Agreement gives any third persons
any right of subrogation or action against any party hereto.  All
representations, warranties, indemnities, covenants and agreements in this
Agreement shall survive execution and delivery of this Agreement and continue
to be binding. 22.It
is agreed that this Agreement was prepared by counsel for each of the Parties
hereto.  Each of the Parties acknowledges that each signed this document
voluntarily, without duress, undue influence or oppression and each represents
to the other that it acts voluntarily and with full advice of counsel.  Each
Party recognizes and acknowledges that its knowledge may not be full and
complete.  Each Party elects to assume the risk of partial knowledge and elects
to settle on the terms stated herein.  Each Party further acknowledges to the
other that it does not rely upon any representations of any kind or character made
by or on behalf of the other, including by way of illustration and not of
limitation, any representation about the nature or extent of any claims,
demands, damages, rights or defenses which one Party may have against the other
Parties, and that no Party relies upon any representations of the other Parties,
its officers, agents, directors, employees or attorneys in entering into this
Agreement, except as set forth in this Agreement.  Each Party acknowledges that
the consideration received has been actual and adequate.  This Agreement may be
executed in counterparts and facsimile copies of signatures shall be treated as
originals for all purposes. IN WITNESS WHEREOF, this Agreement was executed the 9th day
of February, 2011.   INSIGNIA
SYSTEMS, INC.   By:/s/ Scott Drill  Its:CEO   SCOTT
DRILL   /s/
Scott Drill   NEWS
AMERICA MARKETING IN-STORE SERVICES L.L.C.   By:/s/ Eugenie Gavencek  Its:Senior Vice President   5


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FOR SETTLEMENT PURPOSES ONLY
     EXHIBIT A
  CONFIDENTIAL  TO BE DISTRIBUTED ON AN AS NEEDED BASIS ONLY  INSIGNIA NEWS AMERICA MARKETING  TERM SHEET  February 9, 2011    [ * ]          *Indicates confidential information which has been omitted and filed separately with the Commission under Rule 24b-2.


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EXHIBIT B  UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA  INSIGNIA SYSTEMS, INC.,

Plaintiff,
v.
NEWS AMERICA MARKETING 
IN-STORE, INC.,

Defendant.
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     Civil No. 04 4213 (JRT/AJB)

STIPULATED ORDER DISMISSING CASE WITH PREJUDICEJudge: Hon. John R. Tunheim
Complaint Filed: Sept. 23, 2004
Trial Date: February7, 2011
   STIPULATION TO DISMISS CASE WITH PREJUDICE Plaintiff Insignia Systems, Inc., on the one hand, and Defendant News America Marketing In-Store L.L.C. (sued in the Action as News America Marketing In-Store, Inc.), on the other hand, by and through their attorneys of record (collectively, the Parties), hereby AGREE AND STIPULATE that the above-captioned case, together with all of Plaintiffs claims against Defendant which are contained therein or which could have been contained therein as of the date of this Stipulation, is hereby DISMISSED WITH PREJUDICE, with each party to bear its own costs. The Parties further AGREE AND STIPULATE that the Protective Order filed in the above-captioned case shall remain in effect and govern the conduct of the Parties, including the provision that all Confidential Material (as that term is defined in the Protective Order) shall be destroyed.  For the avoidance of doubt, the Parties STIPULATE AND AGREE that all Confidential Material (including but not limited to discovery responses, documents and things produced, depositions, summaries of the foregoing, and motion papers filed with the Court incorporating or attaching Confidential Material) that are in the possession, custody or control of the Parties, their attorneys and/or their experts and consultants shall be destroyed on or before March 30, 2011.  I STIPULATE TO ENTRY OF THE ABOVE ORDER:  Dated:February 9, 2011

By:  /s/ Stephen A. Wood

Stephen A. Wood
KELLEY DRYE & WARREN LLP
333 West Wacker Drive
Suite 2600
Chicago, IL 60606
Phone: (312) 857-2311 
Fax: (312) 857-7095swood@kelleydrye.com

Attorneys for Plaintiff
Insignia Systems, Inc.
     Dated:February 9, 2011

By:  /s/ Richard L. Stone

Richard L. Stone (pro hac vice)
HOGAN LOVELLS US LLP
1999 Avenue of the Stars
Suite 1400
Los Angeles, CA  90067
(310) 785-4600 (phone)
(310) 785-4601 (facsimile)richard.stone@hoganlovells.com

Attorneys for Defendant 
News America Marketing In-Store, Inc.


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UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA  INSIGNIA SYSTEMS, INC.,

Plaintiff,
v.
NEWS AMERICA MARKETING 
IN-STORE, INC.,

Defendant.
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     Civil No. 04 4213 (JRT/AJB)

STIPULATED ORDER DISMISSING CASE WITH PREJUDICE

Judge: Hon. John R. Tunheim

Complaint Filed: Sept. 23, 2004
Trial Date: February7, 2011
  ORDER DISMISSING CASE WITH PREJUDICE IT IS HEREBY ORDERED that that the above-captioned case, together with all of Plaintiffs claims against Defendant which are contained therein or which could have been contained therein as of the date of this Stipulation, is hereby DISMISSED WITH PREJUDICE, with each party to bear its own costs. IT IS FURTHER ORDERED that the Protective Order filed in the above-captioned case shall remain in effect and govern the conduct of the Parties.  Confidential Material (including but not limited to discovery responses, documents and things produced, depositions, summaries of the foregoing, and motion papers filed with the Court incorporating or attaching Confidential Material) that are in the possession, custody or control of the Parties, their attorneys and/or their experts and consultants shall be destroyed on or before March 30, 2011.  IT IS SO ORDERED.   Date: February 10, 2011
     
     s/ John R. Tunheimat Minneapolis, Minnesota.
     
     JOHN R. TUNHEIM
    United States District Judge


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EXHIBIT C  UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA  INSIGNIA SYSTEMS, INC.,

Plaintiff,
v.
NEWS AMERICA MARKETING 
IN-STORE, INC.,

Defendant.
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     Civil No. 04 4213 (JRT/AJB)

STIPULATION TO APPOINT MASTER
Judge: Hon. John R. Tunheim
Complaint Filed: Sept. 23, 2004
Trial Date: February7, 2011
  STIPULATION TO APPOINT MASTER Plaintiff Insignia Systems, Inc. and former counter-defendant Scott Drill, on the one hand, and Defendant News America Marketing In-Store, Inc., on the other hand, by and through their attorneys of record (collectively, the Parties), hereby AGREE AND STIPULATE, subject to the approval of the Court, that the United States District Court of Minnesota shall retain jurisdiction to enforce the Parties settlement agreement and Exclusive Selling Agreement entered on February 9, 2011, and the Honorable Arthur J. Boylan shall serve as a special master pursuant to 28 U.S.C. § 636, Fed.R.Civ.P. 53 and Local Rule 72.1 to enforce and interpret the settlement agreement entered on February 9, 2011, Joint Exhibit A thereto, the long-form exclusive selling agreement and related matters.  I STIPULATE TO ENTRY OF THE ABOVE ORDER:  Dated:February 9, 2011

By:  /s/ Stephen A. Wood

Stephen A. Wood
KELLEY DRYE & WARREN LLP
333 West Wacker Drive
Suite 2600
Chicago, IL 60606
Phone: (312) 857-2311 
Fax: (312) 857-7095swood@kelleydrye.com

Attorneys for Plaintiff
Insignia Systems, Inc.
and Scott Drill
     Dated:February 9, 2011By:  /s/ Richard L. Stone

Richard L. Stone (pro hac vice)
HOGAN LOVELLS US LLP
1999 Avenue of the Stars
Suite 1400
Los Angeles, CA  90067
(310) 785-4600 (phone)
(310) 785-4601 (facsimile)richard.stone@hoganlovells.com

Attorneys for Defendant 
News America Marketing In-Store, Inc.


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UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA  INSIGNIA SYSTEMS, INC.,

Plaintiff,
v.
NEWS AMERICA MARKETING 
IN-STORE, INC.,

Defendant.
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     Civil No. 04 4213 (JRT/AJB)

STIPULATED ORDER TO APPOINT SPECIAL MASTERJudge: Hon. John R. Tunheim
Complaint Filed: Sept. 23, 2004
Trial Date: February7, 2011
  ORDER APPOINTING MASTER IT IS ORDERED that the United States District Court for Minnesota shall retain jurisdiction to enforce the Parties settlement agreement and Exclusive Selling Agreement entered on February 9, 2011, and pursuant to 28 U.S.C. § 636, Fed.R.Civ.P. 53 and Local Rule 72.1, the Honorable Arthur J. Boylan is hereby designated to serve as a special master for any disputes that arises between the parties regarding enforcement or interpretation of the Parties settlement agreement entered on February 9, 2011, Joint Exhibit A thereto, the long-form exclusive selling agreement and related matters.   IT IS SO ORDERED.   Date: February 10, 2011
     
     s/ John R. Tunheimat Minneapolis, Minnesota.
     
     JOHN R. TUNHEIM
    United States District Judge


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