Exhibit 10.2







EXHIBIT 10.2




WIRELESS RONIN TECHNOLOGIES, INC.

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

PURSUANT TO THE AMENDED AND RESTATED




2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN




Number of shares subject to option:                      Option No:                     




Date of grant:                     , _____




THIS OPTION AGREEMENT, is entered into by and between Wireless Ronin Technologies, Inc., a
Minnesota corporation (the “Company”), and                     , an individual eligible to receive options
under the Plan (“Optionee”). Unless otherwise defined herein, capitalized terms shall have the
meaning set forth in the Company’s Amended and Restated 2006 Non-Employee Director Stock Option
Plan.



1. Non-Qualified Stock Option. The Option evidenced by this Agreement is not intended
to, and did not at the date of grant, qualify as an “incentive stock option” within the meaning of
Section 422 of the United States Internal Revenue Code of 1986, as amended.



2. Grant of Option. Pursuant to the provisions of the Plan, the Company grants to the
Optionee, subject to the terms and conditions of the Plan and this Agreement, the right and option
to purchase from the Company all or a part of an aggregate of                      (                                         ) shares
of Common Stock (the “Shares”) at the purchase price of $                     per share (the “Option”).



3. Terms and Conditions. It is understood and agreed that the Option evidenced hereby
is subject to the following terms and conditions:




(a) Expiration Date. The Option expires ten (10) years after the date of
grant specified above.




(b) Exercise of Option. Subject to the Plan and the other terms of this
Agreement regarding the exercisability of the Option, the Option shall be exercisable
as to (i)                     _____ shares on the date of grant and (ii) an additional                     _____ shares
upon the first, second and third anniversaries of the date of grant. Any exercise
must be accompanied by a written notice to the Company specifying the number of shares
of Common Stock as to which the Option is being exercised.




(c) Payment of Purchase Price Upon Exercise. At the time of any exercise, the
exercise price of the Shares as to which the Option is being exercised shall be paid
in United States dollars by certified check or bank draft, by tendering shares of
Common Stock owned by the person exercising the Option and having a fair market value
equal to the cash exercise price applicable
to such Option, or by a combination of United States dollars and Common Stock, or any
cashless exercise procedures that are, from time to time, approved by the Committee or
Board all as set forth in Section 9(b) of the Plan.


 


 









 






(d) Nontransferability. The Option shall not be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the Optionee,
the Option shall be exercisable only by the Optionee. No transfer of the Option by
the Optionee by will or by the laws of descent and distribution shall be effective to
bind the Company unless the Company is furnished with written notice thereof and a
copy of the will or such other evidence as the Board may determine necessary to
establish the validity of the transfer.




(e) No Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the Company with respect to any Shares prior to the date of issuance to
the Optionee of a certificate for such Shares.




(f) Compliance with Law and Regulations. The Option and the obligation of the
Company to sell and deliver Shares hereunder are subject to all applicable laws, rules
and regulations and to such approvals by any government or regulatory agency as may be
required. The Option shall not be exercisable, and the Company shall not be required
to issue or deliver any certificates for Shares prior to the completion of any
registration or qualification of the Shares under any federal or state law, or any
rule or regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, the Option may not be
exercised if its exercise or the receipt of Shares pursuant thereto would be contrary
to applicable law.




(g) Income Taxes. The Optionee understands that, upon exercise of this
Option, Optionee will recognize income for tax purposes in an amount equal to the
excess of the then fair market value of the Shares over the exercise price. The
Optionee is wholly responsible for the payment of any taxes incurred as a consequence
of the exercise of this Option and any subsequent sale of the Shares.



4. Termination of Status as a Non-Employee Director. Upon the termination of
Optionee’s status as a Non-Employee Director for any reason prior to the expiration of the Option,
the Option may be exercised, to the extent that the Optionee shall have been entitled to do so on
the date of his or her termination, at any time or from time to time, but not later than (i) the
expiration of the Option or (ii) twelve months after the Optionee’s termination, whichever date is
earlier; provided, that if the Optionee is restricted by agreement with the managing underwriter of
an underwritten public offering of the Company’s common stock from effecting any sales or transfers
of the Shares (the “Lock-Up Agreement”), the time period in (ii) above shall be extended until the
date 90 days following the expiration of such Lock-Up Agreement.



5. Suspension or Termination of Option for Misconduct. If the Board reasonably
believes that the Optionee has committed an act of misconduct, it may suspend the Optionee’s right
to exercise the Option pending a determination by the Board. If the Board determines that the
Optionee has committed an act of 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.


 


 









 





6. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. In the event of any question
or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall
govern.



7. Notices. Any notice hereunder to the Company shall be addressed to it at its
principal executive offices, located at Wireless Ronin Technologies, Inc., Baker Technology Plaza,
Suite 475, 5929 Baker Road, Minnetonka, Minnesota 55345, Attention: Chief Financial Officer; and
any notice hereunder to the Optionee shall be addressed to the Optionee at the address last
appearing in the records of the Company; subject to the right of either party to designate at any
time hereunder in writing some other address.



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



9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota, except to the extent preempted by federal law, without
regard to the principles of comity or the conflicts of law provisions of any other jurisdiction.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized
officer and the Optionee has executed this Agreement, both as of the day and year first above
written.




	 	 	WIRELESS RONIN TECHNOLOGIES, INC.






	 	 	 	 	 	 	 

	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Optionee]