Exhibit 10.6 


CREATIVE REALITIES, INC.


RETENTION BONUS PLAN


 


Effective February 17, 2021


 


Award Agreement


 


Subject to the terms and conditions
of the Creative Realities, Inc. Retention Bonus Plan (the "Plan"), including the requirement for the undersigned
Participant to timely execute (and not revoke) the Waiver and Release Agreement attached hereto as Annex A (the "Waiver
and Release"), the Board hereby determines that the undersigned Participant shall be eligible to receive an Award in the
amount set forth below as the Award Amount. Unless otherwise specifically indicated, all terms used in this Award Agreement shall have
the meaning as set forth in the Plan (attached hereto as Annex B).


 


Amount of the Award and
the Respective Payment / Issuance Dates:


 


Pursuant to the terms of the
Plan, including the vesting and risk of forfeiture provisions set forth in Section 5 of the Plan, and the form and timing of payment
and issuance set forth in Section 6 of the Plan, the "Award Amount" shall be equal to [_________________] dollars
($______.00) payable in cash, and shares of common stock of Creative Realities, Inc. (the "Company") having an
aggregate value of [_________________] dollars ($______.00). The cash and stock portions of the Award Amount shall each vest fifty percent
(50%) on the date hereof, twenty-five percent (25%) on the first anniversary of the date hereof and twenty-five percent (25%) on the
second anniversary of the date hereof. The shares of common stock of Creative Realities, Inc. that vest on the date hereof shall be valued
at $2.00 per share, and all other shares issuable upon vesting shall be valued equal to the trailing 10-trading day volume weighted average
price (VWAP) of Company common stock as reported on the Nasdaq as of the Vesting Date. If the Vesting Date is a legal holiday in New
York, New York, the issuance or calculation shall be made as of the next business day after the Vesting Date.


 


Participant Acknowledgment:


 


The undersigned Participant
acknowledges receipt of a copy of the Plan, this Award Agreement, and the Waiver and Release, and represents that he or she is familiar
with the provisions hereof and thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The
undersigned Participant has reviewed the Plan, this Award Agreement, and the Waiver and Release in their entirety, has had an opportunity
to obtain the advice of legal counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan, this
Award Agreement, and the Waiver and Release. The undersigned Participant hereby agrees that all questions of interpretation and administration
relating to the Plan, this Award Agreement, and the Waiver and Release shall be solely resolved by the Board. Further, the undersigned
Participant hereby acknowledges and understands that he or she (and not the Company) shall be solely responsible for his or her tax liability
that may arise as a result of his or her receipt of the Award Amount.


 


	CREATIVE REALITIES, INC.	 	PARTICIPANT:
		 	 
	By:	           	 	 
	 	 	Signature
	Its:	 	 	 
	 	 	 
	Date:	 	 	Print Name



 




     


    


    

 


ANNEX A


 


CREATIVE REALITIES, INC.


WAIVER AND RELEASE AGREEMENT


 


This Waiver and Release Agreement
(this "Agreement") is made and entered into by and between Creative Realities, Inc., a Minnesota corporation
(the "Company"), Reflect Systems, Inc., a Delaware corporation (“Reflect”), and [____________________]
(the "Participant"). For purposes of this Agreement, each of the Company, Reflect, and the Participant are
herein referred to as a "Party" and collectively as the "Parties."


 


WHEREAS, the Company
and Reflect provided the Participant with an Award Agreement (the "Award Agreement") under the Retention Bonus
Plan (the "Plan");


 


WHEREAS, pursuant
to the Award Agreement and the Plan and in consideration of the Participant's right to receive any payment under the Award Agreement
and the Plan, the Participant must sign and return and not revoke this Agreement;


 


WHEREAS, the Company
and Reflect have delivered this Agreement to the Participant for his or her review and consideration as of [________] (such date, the
"Delivery Date"); and


 


WHEREAS, the Company,
Reflect and the Participant each desire to settle all matters, rights and claims related to the Participant's employment with Reflect
through the date the Participant signs this Agreement..


 


NOW THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements contained in the Award Agreement, the Plan and in this Agreement,
and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereby agree
as follows:


 


1. Release
of Released Parties.


 


(a)
In consideration for the right to receive the Award Amount (as defined in the Award Agreement) in accordance with the terms of
the Award Agreement and the Plan, and the mutual promises contained in the Award Agreement, the Plan and in this Agreement, the Participant
(on behalf of himself/herself, his/her heirs, administrators, representatives, executor and assigns) hereby releases, waives, acquits
and forever discharges the Company, Reflect, their Affiliates and each of their respective predecessors, successors, parents, subsidiaries,
assigns, agents, current and former directors, officers, shareholders, employees, partners, employee benefit plans, administrators, representatives,
and attorneys, and all other persons acting by, through, under or in concert with the Company (collectively, the "Released
Parties"), from any and all demands, rights, disputes, debts, liabilities, obligations, liens, promises, acts, agreements,
charges, complaints, claims, controversies, and causes of action of any nature whatsoever, whether statutory, civil, or administrative,
whether known or unknown that the Participant had in the past, now has or may have against any of the Released Parties, arising in whole
or in part at any time on or prior to the execution of this Agreement, in any way related to, connected with or arising out of his or
her employment or engagement by the Released Parties or the termination thereof. For the purposes of this Agreement, "Affiliates"
means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company and/or Reflect
where control may be by management authority, equity interest or otherwise.


 


(b)
This release specifically includes, but is not limited to, any claims of discrimination of any kind, breach of contract or any
implied covenant of good faith and fair dealing, tortuous interference with a contract, intentional or negligent infliction of emotional
distress, breach of privacy, misrepresentation, defamation, wrongful termination, or breach of fiduciary duty; provided, however, that
the foregoing release shall not release the Company from the performance of its obligations under this Agreement.


 



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ANNEX A


 


(c)
Additionally, this release specifically includes, but is not limited to, any claim or cause of action arising under Title VII
of the Civil Rights Act of 1964, 42 U.S.C.A. §§ 2000 et seq., as amended by the Civil Rights Act of 1991; the Americans
With Disabilities Act, 42 U.S.C. §§ 12101 et seq.; 42 U.S.C. § 1981; the Age Discrimination in Employment Act
of 1967, 29 U.S.C. § 621, et seq., as amended by the Older Workers Benefit Protection Act of 1990 (the "Age Discrimination
in Employment Act"); the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq.; the
Family and Medical Leave Act; the Texas Commission on Human Rights Act, the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter
21 of the Texas Labor Code; and the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states
in which the Participant has provided services to the Company or any of its Affiliates, each as amended from time to time, and/or any
other federal, state or local statute, regulation, requirement, or common law cause of action of similar effect regarding employment-related
causes of action.


 


(d)
Notwithstanding the foregoing, this Agreement does release or waive any of the following claims: (i)  any claim pursuant
to the terms and conditions of the federal law known as COBRA or similar state law; (ii) any claim for indemnity under any indemnification
agreement with the Company or under its organizational documents, as provided by applicable state law or under any applicable insurance
policy with respect to the Participant's liability as an employee, director or officer of the Company or its Affiliates; (iii) any
claim the Participant may have as an employee participating in the Company's 401(k) plan; (iv) any claim that may arise after the Participant
signs this Agreement; or (v) any claim that may not be waived pursuant to applicable law.


 


(e)
Nothing contained in this Agreement shall be construed to prohibit the Participant from filing a charge with or participating
in any investigation or proceeding conducted by a federal, state, or local government agency (e.g. Equal Employment Opportunity
Commission (“EEOC”), National Labor Relations Board (“NLRB”), U.S. Securities and Exchange Commission) or other
comparable agency, provided, however, that the Participant hereby agrees to waive his or her right to recover monetary damages or other
individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by the Participant or by
anyone else on his or her behalf. Further, nothing in this Agreement, the Award Agreement or the Plan limits, restricts or in any other
way affects the Participant's communicating with any governmental agency or entity, or communicating with any official or staff person
of a governmental agency or entity, concerning matters relevant to the governmental agency or entity or receiving an award or monetary
recovery pursuant to the Securities and Exchange Commission's whistleblower program. The Participant does not need prior authorization
to make such reports or disclosures and is not required to notify the Company that he or she has made any such report or disclosure.


 


2. Acknowledgements
of the Participant.


 


(a) The
Participant understands and agrees that this Agreement, including the general release of claims set forth in Section 1, creates
legally binding obligations and that the Company, Reflect and their Affiliates have therefore advised the Participant to consult an attorney
before signing this Agreement. In signing and not revoking this Agreement, the Participant gives the Company and its Affiliates assurance
that he or she has signed it voluntarily and with a full understanding of its terms; that the Participant has had sufficient opportunity
of not less than twenty-one (21) days, before signing this Agreement, to consider its terms and to consult with an attorney, if the Participant
desired to do so, or to consult with any other of those persons to whom reference is made in the first sentence of Section 3 below;
and that, in signing this Agreement, the Participant has not relied on any promises or representations, express or implied, that are
not set forth expressly in this Agreement.


 






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ANNEX A


 


(b) The
Participant acknowledges that he or she has received all salary, wages, paid time-off benefits, commission, bonuses, or other incentive
compensation for all labor and services performed for the Released Parties through the date Participant executes this Agreement and has
been reimbursed for all business expenses incurred on behalf of the Released Parties through the date hereof, and that, except as expressly
provided under this Agreement, the Company does not owe and will not pay to the Participant any further expense reimbursement amounts,
or compensation of any kind, for any period prior to the date Participant executes this Agreement.


 


(c) The
Participant acknowledges that the obligation of the Released Parties to make payments to the Participant or on the Participant's behalf
under this Agreement, and the Participant's right to retain the same, is expressly conditioned upon the Participant signing and not revoking
this Agreement and continued full performance of his or her obligations under this Agreement.


 


3. Confidentiality.
The Participant agrees to keep this Agreement, its terms, and the Award Amount completely confidential; provided, however, that he or
she may reveal such information (i) to his or her attorney, accountants, financial advisor, or spouse (in each case only on condition
that they agree not to further disclose such information to others), (ii) as required by a court of competent jurisdiction, or (iii)
as otherwise required by law. Notwithstanding the foregoing, nothing in this Agreement prohibits the Participant from reporting possible
violations of federal law or regulation to any government agency or entity or making other disclosures that are protected under whistleblower
or other provisions of law. The Participant does not need prior authorization to make such reports or disclosures and is not required
to notify the Released Parties that he or she has made any such report or disclosure.


 


4. Time
Period for Considering this Agreement. The obligations of the Released Parties under this Agreement are contingent upon the Participant
executing and delivering this Agreement to the Company. The Participant may take up to twenty-one (21) days from the Delivery Date (the "Consideration
Period") to consider this Agreement prior to executing it. The Participant may execute and deliver this Agreement at any
time during the Consideration Period. The Participant agrees that any changes (material or immaterial) made to a prior version of this
Agreement after the Delivery Date will not restart the running of the Consideration Period. Any execution and delivery of this Agreement
by the Participant after the expiration of the Consideration Period shall be unenforceable, and the Released Parties shall not be bound
thereby. The Participant shall have seven (7) days after execution of this Agreement to revoke ("Revocation Period")
his or her consent to this Agreement by executing and delivering a written notice of revocation to Will Logan, Chief Financial Officer,
at Creative Realities, Inc., 13100 Magisterial Drive, Ste 100, Louisville, Kentucky 40223 in person, by mail or overnight delivery. No
such revocation by the Participant shall be effective unless it is in writing and revoked by the Participant prior to the expiration
of the Revocation Period. Upon delivery of a notice of revocation to the Released Parties, the obligations of the Parties under this
Agreement shall be void and unenforceable, with the exception of the Participant's obligation to keep this Agreement confidential under
Section 3 above.


 


5. Effective
Date. This Agreement shall become effective on the eighth (8th) day after Participant signs, without revoking pursuant to Section
4, this Agreement provided that it is also signed by the Company.


 


6. Governing
Law, Jurisdiction & Venue. This Agreement, and any and all interactions between the Parties arising under or resulting from this
Agreement, shall be governed by and construed in accordance with the laws of the jurisdiction set forth in Section 8(h) of the Plan,
without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. Each Party
irrevocably consents to dispute resolution and venue provisions of the Plan set forth in Section 8(i) of the Plan. The Participant represents
to the Company that the Participant has not filed any charge or complaint, nor initiated any other proceedings, against the Company or
any of its employees or agents, with any governmental entity or court.


 






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ANNEX A


 


7. Injunctive
Relief. Notwithstanding any other term of this Agreement, it is expressly agreed that a breach of this Agreement will cause irreparable
harm to the Company and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, the
Company will be entitled to injunctive and/or other equitable remedies in the event of any threatened or actual violation of any of the
provisions of this Agreement.


 


8. Entire
Agreement. The Award Agreement, the Plan and this Agreement constitute the entire agreement between the Parties pertaining to the
matters encompassed within the Award Agreement, the Plan and this Agreement, and supersede any other prior or contemporaneous communications,
understandings or agreements, whether written or oral, that may exist between them relating to the matters encompassed in the Award Agreement,
the Plan and herein, except that this Agreement does not in any way supersede or alter covenants not to compete, non-disclosure or non-solicitation
agreements, or confidentiality agreements that may exist among the Parties, all of which shall remain in full force and effect in accordance
with their terms. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing
by (i) the Participant, (ii) a duly-authorized officer of the Company and (iii) the Stockholders' Representative (as defined in the Merger
Agreement (as defined in the Plan)).


 


9. Severability.
If any provision of this Agreement is found to be illegal or unenforceable, such finding shall not invalidate the remainder of this Agreement,
and that provision shall be deemed to be severed or modified to the minimum extent necessary to equitably adjust the Parties' respective
rights and obligations under this Agreement. However, should the general release provisions in Section 1 of this Agreement be
declared or determined by any court of competent jurisdiction to be illegal or unenforceable, and should the Participant thereupon seek
to institute any claims that would have been within the scope of the general release, the Company shall be entitled to immediate repayment
of, and the Participant shall immediately return, the Award Amount.


 


10. Execution.
Facsimile copies of signatures to this Agreement are as valid as original signatures.


 


[SIGNATURES ON NEXT PAGE]


 




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ANNEX A

 


 


THE PARTICIPANT'S SIGNATURE BELOW MEANS THAT
THE PARTICIPANT HAS READ THIS AGREEMENT AND AGREES AND CONSENTS TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.


 


	THE PARTICIPANT:	 	 
	 	 	 
	 	 	 
	Signature	 	 
	 	 	 
	 	 	 
	Print Name	 	 
	 	 	 
	Dated:	                 	 	 
	 	 	 
	CREATIVE REALITIES, INC.	 	 
	 	 	 
	By: 		 	 
	 	 	 
	Its: 		 	 
	 	 	 
	Date:	 	 	 
	 	 	 
	REFLECT SYSTEMS, INC.  	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	Its: 		 	 
	 	 	 
	Date: 		 	 






 




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ANNEX B


 


CREATIVE REALITIES, INC.


RETENTION BONUS PLAN


 


[Attach a copy]