Exhibit 10.4


 


RIMAGE CORPORATION


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT
(this “Agreement”) is made as of the Grant Date set forth below, by and between Rimage Corporation, a Minnesota corporation
(the “Company”), and the optionee named below (“Optionee”), and is not issued pursuant to the Company’s
2007 Amended and Restated Stock Incentive Plan or any other equity incentive plan of the Company.


 


	 	 
	OPTIONEE:	Raymond R. Hood
	 	 
	GRANT DATE:	October 10, 2011
	 	 
	NUMBER OF OPTION SHARES:	150,000 shares, common stock
	 	 
	OPTION PRICE PER SHARE:	$11.50 per Share
	 	 
	EXPIRATION DATE:	October 10, 2018
	 	 


 


1. Grant of Option.
The Company hereby grants to Optionee the right and option (the “Option”) to purchase all or any part of the aggregate
number of shares of common stock of the Company set forth above (the “Option Shares”), at the Option Price per Share
set forth above, on the terms and conditions set forth in this Agreement. The Option is not intended to be an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2. Administration
of Option. The Option will be administered by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”). Any or all functions of the Committee specified in this Agreement may be exercised
by the Board unless this Agreement specifically states otherwise. The Committee has the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Option as it may, from time-to-time, deem advisable, to interpret
the terms and provisions of this Agreement and to otherwise supervise the administration of the Option. The Committee may not take
any action that would be treated as a “repricing” of the Option and may not amend or alter the Option without the written
consent of Optionee. All decisions made by the Committee pursuant to this Agreement will be final, conclusive and binding on all
persons, including the Company, its shareholders, members of the Board, Optionee and their respective estates and beneficiaries.


 


3. Term and Exercise
of Option.


 


(a)         Installment
Exercise Provisions. The term of the Option shall commence on the Grant Date set forth above and shall continue until
the Expiration Date set forth above, unless earlier terminated as provided herein. Except as otherwise provided herein, the Option
will be exercisable in cumulative installments as follows:


 


(i)         Up to
25% of the Option Shares may be purchased at any time after the one-year anniversary of the Grant Date and prior to termination
of the Option;


 


(ii)         Up to
50% of the Option Shares (less any shares previously purchased pursuant to the Option) may be purchased at any time on or after
the second-year anniversary of the Grant Date and prior to termination of the Option;


 


(iii)         Up to
75% of the Option Shares (less any shares previously purchased pursuant to the Option) may be purchased at any time on or after
the third-year anniversary of the Grant Date and prior to termination of the Option; and


 


(iv)         Up to
100% of the Option Shares (less any shares previously purchased pursuant to the Option) may be purchased at any time on or after
the fourth-year anniversary of the Grant Date and prior to termination of the Option.


 



    	 



    	 



    

Neither Optionee nor Optionee’s
legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares
for any purpose unless and until certificates for such shares are issued to Optionee or Optionee’s legal representatives,
legatees or distributees, under the terms of this Agreement.


 


(b)         Method of Exercise.  The
Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”),
which shall state the election to exercise the Option, the number of Option Shares in respect of which the Option is being exercised
(the “Exercised Shares”) and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be signed by Optionee and shall be delivered in person or by certified mail to the principal financial officer of
the Company in accordance with Section 11 of this Agreement. The Exercise Notice shall be accompanied by payment of the aggregate
Option Price per Share. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Option Price per Share.


 


(c)         Method of Payment.
Payment of the aggregate Option Price per Share shall be made by certified, bank check, by delivery of other Shares owned by Optionee,
pursuant to a “same day sale” program exercised through a brokerage transaction as permitted under the provisions of
Regulation T applicable to cashless exercises (so long as the Company’s Shares are registered under Section 12 of the Exchange
Act), or by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon
exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate Option Price per Share
(together with payment in cash or other payment from Optionee to the extent of any remaining balance) provided that any such Shares
used to pay the aggregate Option Price per Share shall no longer be outstanding and exercisable under this Option. Any same day
sale or cashless exercise shall comply with regulations promulgated under the Securities Exchange Act and the Federal Reserve Board.
No shares of common stock of the Company and no certificates for such shares shall be issued until full payment therefore has been
made.


 


4. Change in Control.



 


(a)         “Change in
Control” of the Company shall mean a change in control which would be required to be reported in response to Item 5.01 of
Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement, including without limitation, if:


 


(i)                  
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing
20% or more of the combined voting power of the Company’s then outstanding securities (other than an entity owned 50% or
greater by the Company or an employee pension plan for the benefit of the employees of the Company);


(ii)                
there ceases to be a majority of the Board comprised of (i) individuals who, on the date of this Agreement, constituted
the Board of the Company; and (ii) any new director who subsequently was elected or nominated for election by a majority of the
directors who held such office prior to a Change in Control; or


(iii)               
the Company disposes of at least 75% of its assets, other than (i) to an entity owned 50% or greater by the Company or any
of its subsidiaries, or to an entity in which at least 50% of the voting equity securities are owned by the shareholders of the
Company immediately prior to the disposition in substantially the same percentage or (ii) as a result of a bankruptcy proceeding,
dissolution or liquidation of the Company.






    	 



    	 



    

(b)         Except as
otherwise provided in this Agreement, if a Change in Control occurs, all previously unexercised Option Shares shall be
exercisable in full, without regard to any installment exercise provisions; provided, however, that the Committee,
in its sole and absolute discretion, may, with respect to any or all of such Option Shares, take any or all of the following actions
to be effective as of the date of the Change in Control (or as of any other date fixed by the Committee occurring within the thirty
(30) day period immediately preceding the date of the Change in Control, but only if such action remains contingent upon the effectuation
of the Change in Control) (such date referred to as the “Action Effective Date”):


(i)         Unilaterally
cancel such Option Shares in exchange for whole and/or fractional shares of the common stock of the Company (or whole shares of
common stock and cash in lieu of any fractional share of common stock) or whole and/or fractional shares of a successor (or whole
shares of a successor and cash in lieu of any fractional share) that, in the aggregate, are equal in value to the product of (1)
the excess, if any, of the Fair Market Value per share on the Action Effective Date over the Exercise Price or specified price
per share, multiplied by (2) the number of Option Shares.


(ii)         Unilaterally
cancel such Option Shares in exchange for cash or other property equal in value to the product of (1) the excess, if any, of the
Fair Market Value per share on the Action Effective Date over the Exercise Price or specified price per share, multiplied by (2)
the number of Option Shares.


(iii)         Unilaterally
cancel such Option Shares after providing the holder of such Option Shares with (i) an opportunity to exercise such Option Shares
to the extent vested within a specified period prior to the date of the Change in Control, and (ii) notice of such opportunity
to exercise prior to the commencement of such specified period. The Committee may modify or waive any condition limiting the exercise
of the Option to permit a cashless exercise of the Option.


(iv)         Provide
for the assumption or substitution of the Option in accordance with Section 11 below.


(c)         Notwithstanding
the foregoing, payment of cash in lieu of whole or fractional shares of common stock of the Company or shares of a successor may
only be made to the extent that such payment (i) has met the requirements of an exemption under Rule 16b-3 promulgated under the
Exchange Act, or (ii) is a subsequent transaction the terms of which were provided for in a transaction initially meeting the requirements
of an exemption under Rule 16b-3 promulgated under the Exchange Act. The payment of cash in lieu of whole or fractional shares
of common stock of the Company or in lieu of whole or fractional shares of a successor shall be considered a subsequent transaction
approved by the original grant of the Option.


(d)         For
the purposes of this Agreement, “Fair Market Value” of a share of the common stock of the Company shall be determined
by the Committee as follows: (i) if the common stock of the Company is listed for trading on one of more national securities exchanges,
the last reported sales price on such principal exchange on the date in question, or if such common stock shall not have been traded
on such principal exchange on such date, the last reported sales price on such principal exchange on the first day prior thereto
on which such common stock was so traded; or (b) if the common stock of the Company is not listed for trading on a national securities
exchange, but is traded in the over-the-counter market, the closing bid price for such common stock on the date in question, or
if there is no such bid price for such common stock on such date, the closing bid price on the first day prior thereto on which
such price existed; or (c) if neither (a) or (b) is applicable, a value determined by the reasonable application of a reasonable
valuation method as defined in regulations promulgated under Section 409A of Code, which determination shall be final and binding
on all parties.



    	 



    	 



    

5. Termination of
Employment.


 


(a)         If Optionee ceases
to be employed by the Company or a subsidiary of the Company as a result of retirement for age or disability, or voluntary or involuntary
separation from employment, other than a termination for Cause (as defined below), the Option may be exercised to the extent Optionee
shall have been entitled to do so at the date of termination of employment, within a period of 90 days after such termination of
employment, but in no case later than the Expiration Date set forth above.


 


(b)         If Optionee’s
employment is terminated for Cause, the right of Optionee to exercise the Option shall terminate immediately upon such termination
of employment. For purposes of this Agreement, “Cause” shall have the same meaning as in any employment or severance
agreement between Optionee and the Company governing Optionee’s termination of employment prior to a Change in Control.


 


(c)         The Option will not
confer upon Optionee any right with respect to continuance of employment by the Company, nor will it interfere in any way with
the right of the Company or a subsidiary of the Company to terminate Optionee’s employment at any time.


 


6. Death of Optionee.
In the event of the death of Optionee while in the employ of the Company, the Option may be exercised to the extent Optionee shall
have been entitled to do so at the date of death, within a period of one year after the date of death, but in no case later than
the Expiration Date set forth above. In such event, the Option shall be exercisable only by the executors or administrators of
Optionee or by the person or persons to whom Optionee’s rights under the Option shall pass by Optionee’s will or the
laws of descent and distribution.


 


7. Limitations on
Exercise of Option.


 


(a)         Except as provided
in paragraph 5 and 6 above, the Option may not be exercised unless Optionee is, at the time of such exercise, in the employ of
the Company, and shall have been continuously so employed since the Grant Date of the Option.


 


(b)         The issuance of Option
Shares upon the exercise of the Option shall be subject to all applicable laws, rules and regulations, and shares shall not be
issued except upon the approval of proper government agencies or stock exchanges as may be required. Assuming compliance with such
laws, rules and regulations, for income tax purposes the Option Shares shall be considered transferred to Optionee on the date
the Option is exercised with respect to such Option Shares.


 


8. Nontransferability
of Option. The Option shall not be transferable by Optionee, other than by will or the laws of descent and distribution.
During the lifetime of Optionee, the Option shall be exercisable only by Optionee.


 


9. Registration.
If any law or regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Company
or Optionee to take any action in connection with the exercise of the Option, then, notwithstanding any contrary provision of this
Agreement, the date for exercise of the Option and the delivery of the Option Shares shall be deferred until the completion of
the necessary action. In the event that the Company shall deem it necessary, the Company may condition the grant or exercise of
the Option upon the receipt of a satisfactory certificate that Optionee is acquiring the Option Shares for investment purposes
and not with the view or intent to resell or otherwise distribute the Option or Option Shares. In such event, the stock certificate
evidencing such Option Shares shall bear a legend referring to applicable laws restricting transfer of such shares. In the event
that the Company deems it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute,
the Options or any Option Shares, then Optionee shall cooperate with the Company and take such action as is necessary to permit
registration or qualification of such Option or Option Shares. It is the Company’s intent, but not its obligation, to register
or qualify the offering or sale of Shares under the Securities Act of 1933 of any other applicable state, federal or foreign law.


 



    	 



    	 



    

10.         Disgorgement.



 


(a)         If the Company’s
financial statements for the year or years in which this Option is issued or outstanding are required to be restated resulting
from errors, omissions or fraud, the Committee may (in its sole discretion, but acting in good faith) direct that the Company recover
all or a portion of this Option with respect to such fiscal year of the Company the financial results of which are negatively affected
by such restatement. The operation of this Section 10(a) shall be in accordance with the provisions of Section 302 of Sarbanes-Oxley
Act of 2002 and any applicable guidance.


 


(b)         Upon
demand of the Company, Optionee shall disgorge all or any portion of this Option or other compensation paid or payable pursuant
to this Option received within 36-month period prior to the public release of the restatement of financial information due to material
noncompliance with the financial reporting requirements under the federal securities laws. The operation of this Section 10(b)
shall be in accordance with the provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
any applicable guidance.


(c)         The amount to be recovered
from Optionee under this Section shall be the amount by which the Option exceeded the amount that would have been paid or payable
to the Optionee had the financial statements been initially filed as restated, or any greater or lesser amount (including, but
not limited to, the entire Option) that the Committee shall determine. In no event shall the amount to be recovered by the Company
be less than the amount required to be repaid or recovered as a matter of law.


11. Forfeiture
and Recoupment. Without limiting in any way the foregoing, Optionee’s rights, payments, and benefits with respect
to this Option shall be subject to reduction, cancellation, forfeiture, or recoupment by the Company upon the occurrence of any
of the following events, in addition to any otherwise applicable vesting conditions: (a) failure to accept the terms of this Option,
(b) termination of Optionee’s employment for Cause, (c) violation of material Company policies, (d) breach of any agreement
between the Company and Optionee, or (e) other conduct by Optionee that the Committee determines is detrimental to the business
or reputation of the Company or its subsidiaries.


 


12. Tax Withholding.
Upon notification of the amount due and prior to, or concurrently with, the delivery to Optionee of a certificate representing
any Option Shares purchased pursuant to the exercise of the Option, Optionee shall promptly pay to the Company any amount necessary
to satisfy applicable federal, state and local withholding requirements.


 


13. Adjustment.
In the event of a stock dividend, stock split, spin-off, rights offering, recapitalization through a large, nonrecurring cash
dividend, or a similar equity restructuring of the Company, the Committee will adjust: (a) the number of Shares subject to the
Option, rounding all fractions downward, and (d) the Exercise Price of the Option, or any combination thereof, in an equitable
manner that will equalize the fair value of the Option before and after the equity restructuring. Furthermore, in the event of
any corporate transaction described in Code Section 424(a) that provides for the substitution or assumption of this Option, the
Committee will adjust the Option in a manner that satisfies the requirements of Code Section 424(a) as to: (x) the number of Shares
subject to the Option, rounding all fractions downward, and (y) the Exercise Price of the Option, or any combination thereof. An
adjustment made under this Section by the Committee shall be conclusive and binding on all affected persons.


 


14. Notices.
Notices required hereunder shall be given in person or by first class mail to the address of Optionee shown on the records of the
Company, and to the Company at its principal executive office.


 


15. Successors
and Assigns. This Agreement shall apply to and bind Optionee and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors.


 


16. Miscellaneous.
This Agreement, together with Exhibit A, constitutes the entire agreement of the parties with respect to the subject
matter of this Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be amended or altered except by means of a writing signed by the Company and
Optionee. This Agreement is governed by the internal substantive laws of but not the choice of law rules of the State of Minnesota.


 


* * * * *


 


 



    	 



    	 



    

IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Optionee has executed
this Agreement, as of the Grant Date set forth above.


 


	COMPANY:	RIMAGE CORPORATION	 
	 	 	 	 
	 	By 	/s/  Sherman L. Black	 
	 	 	Sherman L. Black	 
	 	 	Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	OPTIONEE:	/s/  Raymond R. Hood	 
	 	Raymond R. Hood