**Exhibit10.30**

 

**NON-STATUTORY STOCK OPTIONAGREEMENT**

** **

THIS AGREEMENT is entered into and effective as ofthis       day of              ,      (the “Date of Grant”), by and between FargoElectronics, Inc. (the “Company”) and          (the “Optionee”).

 

A.            The Company hasadopted the Fargo Electronics, Inc. 2003 Stock Incentive Plan (the “Plan”)authorizing the Board of Directors of the Company, or a committee as providedfor in the Plan (the Board or such a committee to be referred to as the“Committee”), to grant Non-Statutory Stock Options to employees (includingofficers and directors who are also employees) and non-employee directors ofthe Company and its Subsidiaries (as defined in the Plan).

 

B.            The Company desires togive the Optionee an inducement to acquire a proprietary interest in theCompany and an added incentive to advance the interests of the Company bygranting to the Optionee an option to purchase shares of common stock of theCompany pursuant to the Plan.

 

Accordingly, the parties agree as follows:

 

# 1.             Grant of Option.

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The Company hereby grants to the Optionee the right,privilege, and option (the “Option”) to purchase           shares (the“Option Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”),according to the terms and subject to the conditions hereinafter set forth andas set forth in the Plan.  The Option isnot an “incentive stock option,” as that term is used in Section 422 of theInternal Revenue Code of 1986, as amended (the “Code”).

 

# 2.             Option ExercisePrice.

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The per share price to be paid by Optionee in theevent of an exercise of the Option will be$      .

 

# 3.             Duration of Optionand Time of Exercise.

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## 3.1           InitialPeriod of Exercisability.  TheOption will become exercisable with respect to the Option Shares in fourinstallments.  The following table setsforth the initial dates of exercisability of each installment and the number ofOption Shares as to which this Option will become exercisable on such dates:

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| **Initial  Date of  Exercisability** |   | **Number of  Option Shares  Available for Exercise** |   |
|--------------------------------------|--------|------------------------------------------------------|--------|
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |
|                                 |   |                                                 |   |

 

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The foregoing rights to exercise this Option will becumulative with respect to the Option Shares becoming exercisable on each suchdate, but in no event will this Option be exercisable after, and this Optionwill become void and expire as to all unexercised Option Shares at 5:00 p.m.(Minneapolis, Minnesota time) on        (the “Time of Termination”).

 

## 3.2           Terminationof Directorship.

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### (a)           Termination Due toDeath, Disability or Retirement.

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#### (i)            In the event theOptionee’s service as a Director with the Company and all Subsidiaries isterminated by reason of death or Disability (as defined in the Plan), thisOption will become immediately exercisable in full and remain exercisable for aperiod of one year after such termination (but in no event after the Time ofTermination).

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#### (ii)           In the event theOptionee’s service as a Director with the Company and all Subsidiaries isterminated by reason of Retirement (as defined in the Plan), this Option willremain exercisable, to the extent exercisable as of the date of suchtermination, for a period of three months after such termination (but in noevent after the Time of Termination).  To the extent this Option is not exercisable as of the date of suchtermination, this Option will be terminated.

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#### (iii)          Termination forReasons Other Than Death, Disability or Retirement.  In the event that the Optionee’s service asa Director with the Company and all Subsidiaries is terminated for any reasonother than death, Disability or Retirement, all rights of the Optionee underthe Plan and this Agreement will immediately terminate without notice of anykind, and this Option will no longer be exercisable; provided, however, that ifsuch termination is due to any reason other than termination by the Company orany Subsidiary for “Cause” (as defined in the Plan), this Option will remainexercisable to the extent exercisable as of such termination for a period ofthree months after such termination (but in no event after the Time ofTermination).  To the extent this Optionis not exercisable as of the date of such termination, this Option will beterminated.  The Company may defer theexercise of this Option for a period of up to forty-five (45) days in order forthe Committee to make any determination as to the existence of Cause.

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## 3.3           Changein Control.

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### (a)           Impact of Change inControl.  If a Change in Control (asdefined in the Plan) of the Company occurs, this Option will become immediatelyexercisable in full and will remain exercisable until the Time of Termination,regardless of whether the Optionee remains as a Director of the Company or anySubsidiary.  In addition, if a

 

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### Change in Control of theCompany occurs, the Committee, in its sole discretion and without the consentof the Optionee, may determine that the Optionee will receive, with respect tosome or all of the Option Shares, as of the effective date of any such Changein Control of the Company, cash in an amount equal to the excess of the FairMarket Value (as defined in the Plan) of such Option Shares immediately priorto the effective date of such Change in Control of the Company over the optionexercise price per share of this Option.

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### (b)           Limitation on Changein Control Payments. Notwithstanding anything in this Section 3.3 to the contrary, if,with respect to the Optionee, acceleration of the vesting of this Option or thepayment of cash in exchange for all or part of the Option Shares as providedabove (which acceleration or payment could be deemed a “payment” within themeaning of Section 280G(b)(2) of the Code), together with any otherpayments which the Optionee has the right to receive from the Company or anycorporation which is a member of an “affiliated group” (as defined inSection 1504(a) of the Code without regard to Section 1504(b) of theCode) of which the Company is a member, would constitute a “parachute payment”(as defined in Section 280G(b)(2) of the Code), the payments to the Optionee asset forth herein will be reduced to the largest amount as will result in noportion of such payments being subject to the excise tax imposed bySection 4999 of the Code; provided, however, that if the Optionee issubject to a separate agreement with the Company or a Subsidiary that expresslyaddresses the potential application of Sections 280G or 4999 of the Code(including, without limitation, that “payments” under such agreement orotherwise will be reduced, that the Optionee will have the discretion todetermine which “payments” will be reduced, that such “payments” will not bereduced or that such “payments” will be “grossed up” for tax purposes), thenthis Section 3.3(b) will not apply, and any “payments” to the Optionee pursuantto Section 3.3(a) of this Agreement will be treated as “payments” arising undersuch separate agreement.

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# 4.             Manner of OptionExercise.

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## 4.1           Notice.  This Option may be exercised by the Optioneein whole or in part from time to time, subject to the conditions contained inthe Plan and in this Agreement, by delivery, in person, by facsimile orelectronic transmission or through the mail, to the Company at its principalexecutive office in Eden Prairie, Minnesota (Attention: Paul W.B. Stephenson)of a written notice of exercise.  Suchnotice must be in a form satisfactory to the Committee, must identify theOption, must specify the number of Option Shares with respect to which theOption is being exercised, and must be signed by the person or persons so exercisingthe Option.  Such notice must beaccompanied by payment in full of the total purchase price of the Option Sharespurchased.  In the event that the Optionis being exercised, as provided by the Plan and Section 5.3 below, by anyperson or persons other than the Optionee, the notice must be accompanied byappropriate proof of right of such person or persons to exercise theOption.  As soon as practicable afterthe effective exercise of the Option, the Optionee will be recorded on thestock transfer books of the Company as the owner of the Option Sharespurchased, and the Company will deliver to the Optionee one or more duly issuedstock certificates evidencing such ownership.

 

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## 4.2           Payment.  At the time of exercise of this Option, theOptionee must pay the total purchase price of the Option Shares to be purchasedentirely in cash (including a check, bank draft or money order, payable to theorder of the Company); provided, however, that the Committee, in its solediscretion, may allow such payment to be made, in whole or in part, by a BrokerExercise Notice, by tender, or attestation as to ownership of PreviouslyAcquired Shares (as such terms are defined in the Plan) that have been held forthe period of time necessary to avoid a charge to the Company’s earnings forfinancial reporting purposes and that are otherwise acceptable to theCommittee, or by a combination of such methods.  In the event the Optionee is permitted to pay the total purchaseprice of this Option in whole or in part with Previously Acquired Shares, thevalue of such shares will be equal to their Fair Market Value on the date ofexercise of this Option.

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# 5.             Rights ofOptionee; Transferability.

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## 5.1           Service as a Director.  Nothing in thisAgreement will interfere with or limit in any way the right of the Company toterminate the service of the Optionee as a Director at any time, nor conferupon the Optionee any right to continue in the service of the Company as aDirector for any particular period of time.

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## 5.2           Rightsas a Shareholder.  The Optionee willhave no rights as a shareholder unless and until all conditions to theeffective exercise of this Option (including, without limitation, theconditions set forth in Sections 4 and 6 of this Agreement) have been satisfiedand the Optionee has become the holder of record of such shares.  No adjustment will be made for dividends ordistributions with respect to this Option as to which there is a record datepreceding the date the Optionee becomes the holder of record of such shares,except as may otherwise be provided in the Plan or determined by the Committeein its sole discretion.

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## 5.3           Restrictionson Transfer.  Except pursuant totestamentary will or the laws of descent and distribution or as otherwiseexpressly permitted by the Plan, no right or interest of the Optionee in thisOption prior to exercise may be assigned or transferred, or subjected to anylien, during the lifetime of the Optionee, either voluntarily or involuntarily,directly or indirectly, by operation of law or otherwise.  The Optionee will, however, be entitled todesignate a beneficiary to receive this Option upon such Optionee’s death, and,in the event of the Optionee’s death, exercise of this Option (to the extentpermitted pursuant to Section 3.2(a) of this Agreement) may be made by theOptionee’s legal representatives, heirs and legatees.

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# 6.             Securities Law andOther Restrictions.

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Notwithstanding any other provision of the Plan orthis Agreement, the Company will not be required to issue, and the Optionee maynot sell, assign, transfer or otherwise dispose of, any Option Shares, unless(a) there is in effect with respect to the Option Shares a registrationstatement under the Securities Act of 1933, as amended, and any applicablestate or foreign securities laws or an exemption from such registration, and(b) there has been obtained any other consent, approval or permit from anyother regulatory body which the Committee, in its sole discretion, deemsnecessary or advisable.  The Company maycondition such issuance, sale or transfer upon the receipt of anyrepresentations or agreements from the parties involved, and the placement ofany legends on certificates representing Option Shares, as may be deemed

 

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necessary or advisable by the Company in order tocomply with such securities law or other restrictions.

 

# 7.             Adjustments.

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In the event of any reorganization, merger,consolidation, recapitalization, liquidation, reclassification, stock dividend,stock split, combination of shares, rights offering, divestiture orextraordinary dividend (including a spin-off), or any other change in thecorporate structure or shares of the Company, the Committee (or, if the Companyis not the surviving corporation in any such transaction, the board ofdirectors of the surviving corporation), in order to prevent dilution orenlargement of the rights of the Optionee, will make appropriate adjustment(which determination will be conclusive) as to the number and kind ofsecurities or other property (including cash) subject to, and the exerciseprice of, this Option.

 

# 8.             Subject to Plan.

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The Option and the Option Shares granted and issuedpursuant to this Agreement have been granted and issued under, and are subjectto the terms of, the Plan.  The terms ofthe Plan are incorporated by reference in this Agreement in their entirety, andthe Optionee, by execution of this Agreement, acknowledges having received acopy of the Plan.  The provisions ofthis Agreement will be interpreted as to be consistent with the Plan, and anyambiguities in this Agreement will be interpreted by reference to thePlan.  In the event that any provisionof this Agreement is inconsistent with the terms of the Plan, the terms of thePlan will prevail.

 

# 9.             Miscellaneous.

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## 9.1           BindingEffect.  This Agreement will bebinding upon the heirs, executors, administrators and successors of the partiesto this Agreement.

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## 9.2           GoverningLaw.  This Agreement and all rightsand obligations under this Agreement will be construed in accordance with thePlan and governed by the laws of the State of Minnesota, without regard toconflicts of laws provisions.  Any legalproceeding related to this Agreement will be brought in an appropriate Minnesotacourt, and the parties to this Agreement consent to the exclusive jurisdictionof the court for this purpose.

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## 9.3           EntireAgreement.  This Agreement and thePlan set forth the entire agreement and understanding of the parties to thisAgreement with respect to the grant and exercise of this Option and theadministration of the Plan and supersede all prior agreements, arrangements,plans and understandings relating to the grant and exercise of this Option andthe administration of the Plan.

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## 9.4           Amendmentand Waiver.  Other than as providedin the Plan, this Agreement may be amended, waived, modified or canceled onlyby a written instrument executed by the parties to this

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## 9.5           Agreementor, in the case of a waiver, by the party waiving compliance.

 

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The parties to this Agreement have executed thisAgreement effective the day and year first above written.

 
|                                                                                             | FARGO ELECTRONICS, INC. |
|--------------------------------------------------------------------------------------------------|-------------------------|
|                                                                                             |                    |
|                                                                                             | By:                     |   |
|                                                                                             |                    |   |
|                                                                                             | Its:                    |   |
|                                                                                             |                    |
| By execution of this  Agreement,  the Optionee acknowledges having  received a copy of the Plan. | OPTIONEE                |
|                                                                                             | (Signature)             |
|                                                                                             |                    |
|                                                                                             |                    |
|                                                                                             | (Name and Address)      |
|                                                                                             |                    |
|                                                                                             |                    |

 

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