EX-10.1






EXHIBIT 10.1




FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT




WIRELESS RONIN TECHNOLOGIES, INC.




NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

PURSUANT TO AMENDED AND RESTATED

2006 EQUITY INCENTIVE PLAN




	 	 	 	 	 	 	 
	No. of shares subject to option: 

	 	 	 	 	 	Option No. EIP -                    
	 

	 	 	 	 	 	 





	 	 	 	 	 
	Date of grant:
	 	 	 	 
	 

	 	 	 	 





     Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), hereby grants to
                     (the “Optionee”), an option (the “Option”) to purchase an aggregate of                     
shares of Stock (the “Shares”), at the price set forth below, and in all respects subject to the
terms, definitions and provisions of the Wireless Ronin Technologies, Inc. 2006 Amended and
Restated Equity Incentive Plan (the “Plan”) adopted by the Company, which is incorporated herein
by reference. Unless otherwise defined herein, the terms used herein shall have the meanings
assigned to them in the Plan.



     1. Nature of the Option. This Option is not intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code.



     2. Exercise Price. The exercise price for each share of Stock is $___.



     3. Exercise of Option. This Option shall be exercisable during its term in accordance
with the provisions of Section 6 of the Plan as follows:




     (a) Expiration Date. The Option shall expire on the                      anniversary of
the date of grant (the “Expiration Date”). In no event may this Option be exercised after
the Expiration Date.




     (b) Exercise of Option. Subject to the Plan and the other terms of this
Agreement regarding the exercisability of this Option, if the Optionee is a non-employee
director on each of the following dates, this Option shall be exercisable cumulatively as
follows:                      [% or number of shares] on the date of grant, and                      [% or number of
shares] on each subsequent anniversary of the date of grant.




     (c) Limitations on Exercisability. In the event of Optionee’s death or
termination of service as a non-employee director, the exercisability of the Option is
governed by Sections 8 and 9 below, subject to the limitations contained in subsections
3(d), (e) and (f).




     (d) Written Notice of Exercise. Any exercise shall be accompanied by a written
notice to the Company specifying the number of shares of Stock as to which the Option is
being exercised. Notation of any partial exercise shall be made by the Company on Schedule
I hereto. This Option may not be exercised for a fraction of a Share, and must be exercised
for no fewer than one hundred (100) shares of Stock, or such lesser number of shares as may
be vested.




     (e) Payment of Purchase Price. The purchase price of the Shares as to which
the Option may be exercised shall be paid in full at the time of exercise in one of the
forms of payment set forth in Section 6.




     (f) Compliance with Laws and Regulations. No Shares will be issued pursuant to
the exercise of an Option unless such issuance and such exercise shall comply with all
relevant provisions of law and the requirements of any stock exchange or automated quotation
system upon which the Shares may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the Optionee on the date on which the
Option is exercised with respect to such Shares.



 









 





     4. Change in Control. Upon the occurrence of a “Change in Control” (as defined in
Section 2(h) of the Plan), this Option shall become fully vested and exercisable unless this Option
is assumed by the surviving corporation or its parent substitutes options with substantially the
same economic terms as this Option. The Board or, where applicable, the Committee shall also have
the right to cancel the unexercised portion of this Option in the event of a Change in Control,
provided that in exchange for such cancellation, the Optionee will receive a cash payment equal to
the Change in Control consideration less the aggregate exercise price of this Option.



     5. Optionee’s Representations. As a condition to the exercise of this Option, the
Company may require the Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.



     6. Method of Payment. Payment of the exercise price shall be by (i) cash; (ii) check,
bank draft or money order; (iii) if authorized by the Board or the Committee, by delivery of other
shares of Common Stock (valued at the fair market value thereof on the date of exercise); or (iv)
by delivery of a combination of cash and other shares of Common Stock. The Board or the Committee
may, in order to prevent any possible violation of law, require the payment price to be paid in
cash.



     7. Restrictions on Exercise. This Option may not be exercised if the issuance of such
Shares upon such exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable federal or state securities or other law or regulation,
including any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by
the Federal Reserve Board.



     8. Termination of Status as a Non-Employee Director (Except by Death). If the
Optionee ceases to serve as a non-employee director, the Optionee may, but only within twelve (12)
months after the date the Optionee ceases to be a non-employee director of the Company, exercise
his Option to the extent the Optionee was entitled to exercise it at the date of such termination.
To the extent that the Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option within the time specified herein, the
Option shall terminate.



     9. Death of Optionee. In the event of the death of the Optionee occurring:




     (a) during the term of the Option, and provided that the Optionee was at the time of
death a non-employee director of the Company and had been in continuous service as a
non-employee director since the date of grant of the Option, the Option may be exercised, at
any time within twelve (12) months following the date of death or until the expiration of
the Option, whichever date is earlier, by the Optionee’s estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the extent the
Optionee was vested in and entitled to exercise the Option at the time of death; or




     (b) within three (3) months after the termination of continuous service as a
non-employee director, the Option may be exercised, at any time within nine (9) months
following the date of death or until the expiration of the Option, whichever date is
earlier, by the Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee was vested in and
entitled to exercise the Option at the date of termination of continuous service as a
non-employee director.



     10. Suspension or Termination of Option for Misconduct. If the Board or the Committee
reasonably believes that the Optionee has committed an act of misconduct, it may suspend the
Optionee’s right to exercise this Option pending a determination by the Board or the Committee. If
the Board or Committee determines that the Optionee has committed an act of misconduct or has
breached a duty to the Company, neither the Optionee nor the Optionee’s estate shall be entitled to
exercise the Option. For purposes of this Section, an act of misconduct shall include
embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Company, breach of
fiduciary duty or deliberate disregard of the Company’s rules resulting in loss, damage or injury
to the Company, or if the Optionee makes an unauthorized disclosure of any Company trade secret or
confidential information, engages in any conduct constituting unfair competition with respect to
the Company, or induces any party to breach a contract with the Company, neither the Optionee nor
the Optionee’s estate shall be entitled to exercise any option whatsoever. In making such
determination, the Board or the Committee shall act fairly and shall give the Optionee an
opportunity to appear and present evidence on the Optionee’s behalf at a hearing before the Board
or the Committee.



 









 





     11. Non-Transferability of Option. This Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order and may be exercised,
during the lifetime of the Optionee, only by the Optionee.



     12. Adjustments Upon Changes in Capitalization. The number of shares of Common Stock
covered by the Option and the per share exercise price of the Option shall be proportionately
adjusted for any increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein or in the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase shares of Common
Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to the Option.



     13. No Rights as Shareholder. The Optionee shall have no rights as a shareholder with
respect to any shares of Common Stock subject to this Option prior to the date of issuance to him
of a certificate or certificates for such shares.



     14. No Right to Continued Status as a Non-employee Director. The Option shall not
confer upon the Optionee any right with respect to continued status as a non-employee director of
the Company, nor shall it interfere in any way with the right of the Board, the Company, or its
shareholders to terminate his status as a non-employee director of the Company at any time.



     15. Notices. Any notice hereunder to the Company shall be addressed to it at its
principal executive offices; and any notice hereunder to the Optionee shall be addressed to him at
the address set forth below; subject to the right of either party to designate at any time
hereunder in writing some other address.



     16. Investment Representation. As a condition to the exercise of the Option, the
Company may require the person exercising the Option to represent and warrant at the time of
exercise that the shares of Common Stock are being purchased only for investment and without any
present intention to sell or distribute such shares, if, in the opinion of counsel for the Company,
such a representation is required by any relevant provisions of law. The shares of Common Stock
issued pursuant to the Option may be issued with appropriate legends on the stock certificates
representing the shares, and the Company may place stop transfer orders with respect to such
shares.



     17. Plan Interpretation. Optionee hereby agrees to accept as binding, conclusive and
final all decisions and interpretations of the Board and, where applicable, the Committee, upon
questions arising under the Plan. In the event of any question or inconsistency between this
Agreement and the Plan, the terms and conditions of the Plan shall govern.



     18. Counterparts. This Agreement may be executed in two counterparts each of which
shall constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by the Chief
Executive Officer and the Optionee has executed this Agreement, both as of the day and year set
forth below.



	 	 	 	 	 	 	 
	 	 	WIRELESS RONIN TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Name) (Title)	 	 






	 	 	 
	Optionee (signature)

	 	 
	 
	 	 
	 
	 
	 	 





	 	 	 
	Name and address of Optionee:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 
	 	 





 









 






SCHEDULE I – NOTATIONS AS TO PARTIAL EXERCISE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Balance of Shares on	 	 	Authorized	 	 	 	 
	Date of Exercise	 	Purchased Shares	 	 	Option	 	 	Signature	 	 	Notation Date