Exhibit 10.1


 


CREATIVE REALITIES, INC.


AMENDMENT TO STOCK OPTION AGREEMENT


 


This
Amendment to Stock Option Agreement (this “Amendment”) is made and entered into as of June 15, 2022, by and
between Rick Mills (“Optionee”), and Creative Realities, Inc., a Minnesota corporation (the “Company”).


 


BACKGROUND


 


A. Optionee
and the Company entered into that certain Stock Option Agreement dated as of June 1, 2020 (the “Option Agreement”),
pursuant to which, among other things, the Company granted to the Optionee an option (the “Option”) to purchase up
to 480,000 shares of Company common stock, $0.01 par value per share (the “Shares”), subject to the terms and conditions
of the Option Agreement.


 


B. On
February 17, 2022, the Company consummated its merger with Reflect Systems, Inc., a Delaware corporation (“Reflect”),
and as a result thereof, the Optionee and the Company desire to amend the terms of the Option Agreement to, among other things, amend
the vesting criteria set forth in the Option Agreement in light of the combined operations of the Company and Reflect, upon the terms
and conditions set forth herein.


 


AMENDMENT


 


Now,
Therefore, the parties hereby agree as follows:


 


1. Definitions.
Capitalized terms used in this Amendment, including the recitals to this Amendment, shall have the meanings given them in the Option Agreement
unless otherwise defined herein.


 


2. Exercisability
and Vesting of Option. Section 3 of the Agreement is amended to replace the Targets set forth therein with the following Targets:


 





		 		 	Targets	 
	Percentage of Shares subject

 to Vesting for each Target	 	Measurement Period	 	Revenue Target	 	 	EBITDA Target	 
	16.66%	 	Calendar Year 2020	 	$	32 million	 	 	$	2.2 million 	 
	16.66%	 	Calendar Year 2021	 	$	35 million 	 	 	$	3.1 million	 
	33.36%	 	Calendar Year 2022	 	 	Not Applicable	 	 	$	3.6 million	 


 


The parties agree that the
EBITDA Target for 2021, and none of the Revenue Targets, have been satisfied, and as a result, an aggregate of 160,000 Shares have vested
as of the date of this Amendment. The Unvested Portion of Shares subject to vesting upon satisfaction of the Revenue Targets for Calendar
Year 2020 and Calendar Year 2021 shall be deemed satisfied if the EBITDA Target for Calendar Year 2022 is satisfied. The EBTIDA Target
for Calendar Year 2022 is amended to $3.6 million.


 


The calculation of Company
EBITDA for any Measuring Period will be conclusively determined based upon the applicable Audited Financial Statements for such period,
and will be calculated in a consistent manner with the Company’s 2022 budget approved by the Company’s Board of Directors,
which (i) excludes any impact on EBITDA based upon the accounting treatment (including any “mark-to-market accounting”) of
the Company’s warrants or the Guaranteed Consideration (as defined in the merger agreement with Reflect), (ii) excludes any impact
of non-recurring transaction expenses associated with the Company’s merger with Reflect Systems, Inc. (and associated financing
activities to effectuate that merger), (iii) includes deductions related to any cash or stock bonuses paid or payable to any employees
of the Company for services provided in calendar year 2022 (even if such bonuses are actually paid after calendar year 2022), including
bonuses paid pursuant to the terms of the Company’s 2022 Cash Bonus Plan, and (iv) excludes any impact of any write-down or write-off
of any Company inventory of Safe Space Solutions products.


 


3. General
Provisions.


 


(a) No
Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Option Agreement shall remain
in full force and effect.


 


(b) References.
All references in the Option Agreement to “this Agreement” shall refer to the Option Agreement, as amended hereby.


 


(c) Counterparts.
This Amendment may be executed in counterparts, each of which shall be considered an original. Signatures may be delivered electronically
or by facsimile, and the parties agree to accept and be bound by electronic and facsimile copies of original signatures to this Amendment.


 


* * * * * * *


 












     


     


    

 


In
Witness Whereof, the undersigned have executed this Stock Option Agreement as of the date first written above.


 


	CREATIVE REALITIES, INC.
	 	 	 
	By: 	/s/ Will Logan	 
	 	 	 
	Name: 	Will Logan
	 
	 	 	 
	Title: 	Chief Financial Officer
	 
	 	 	 
	OPTIONEE
	 	 	 
	Rick Mills	 
	Print name	 	 
	 	 	 
	/s/ Rick Mills	 
	Signature	 	 



 


Signature Page – Stock Option Agreement