Exhibit
10.30


 


NON-STATUTORY STOCK OPTION
AGREEMENT


 


THIS AGREEMENT is entered into and effective as of
this       day of
              ,
      (the “Date of Grant”), by and between Fargo
Electronics, Inc. (the “Company”) and
          (the “Optionee”).


 


A.            The Company has
adopted the Fargo Electronics, Inc. 2003 Stock Incentive Plan (the “Plan”)
authorizing the Board of Directors of the Company, or a committee as provided
for in the Plan (the Board or such a committee to be referred to as the
“Committee”), to grant Non-Statutory Stock Options to employees (including
officers and directors who are also employees) and non-employee directors of
the Company and its Subsidiaries (as defined in the Plan).


 


B.            The Company desires to
give the Optionee an inducement to acquire a proprietary interest in the
Company and an added incentive to advance the interests of the Company by
granting to the Optionee an option to purchase shares of common stock of the
Company pursuant to the Plan.


 


Accordingly, the parties agree as follows:


 


1.             Grant of Option.


 


The Company hereby grants to the Optionee the right,
privilege, and option (the “Option”) to purchase
           shares (the
“Option Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”),
according to the terms and subject to the conditions hereinafter set forth and
as set forth in the Plan.  The Option is
not an “incentive stock option,” as that term is used in Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


2.             Option Exercise
Price.


 


The per share price to be paid by Optionee in the
event of an exercise of the Option will be
$      .


 


3.             Duration of Option
and Time of Exercise.


 


3.1           Initial
Period of Exercisability.  The
Option will become exercisable with respect to the Option Shares in four
installments.  The following table sets
forth the initial dates of exercisability of each installment and the number of
Option Shares as to which this Option will become exercisable on such dates:


 


	
  Initial
  Date of

  Exercisability

  	
   

  	
  Number of
  Option Shares

  Available for Exercise

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


The foregoing rights to exercise this Option will be
cumulative with respect to the Option Shares becoming exercisable on each such
date, but in no event will this Option be exercisable after, and this Option
will become void and expire as to all unexercised Option Shares at 5:00 p.m.
(Minneapolis, Minnesota time) on        
(the “Time of Termination”).


 


3.2           Termination
of Directorship.


 


(a)           Termination Due to
Death, Disability or Retirement.


 


(i)            In the event the
Optionee’s service as a Director with the Company and all Subsidiaries is
terminated by reason of death or Disability (as defined in the Plan), this
Option will become immediately exercisable in full and remain exercisable for a
period of one year after such termination (but in no event after the Time of
Termination).


 


(ii)           In the event the
Optionee’s service as a Director with the Company and all Subsidiaries is
terminated by reason of Retirement (as defined in the Plan), this Option will
remain exercisable, to the extent exercisable as of the date of such
termination, for a period of three months after such termination (but in no
event after the Time of Termination).  
To the extent this Option is not exercisable as of the date of such
termination, this Option will be terminated.


 


(iii)          Termination for
Reasons Other Than Death, Disability or Retirement.  In the event that the Optionee’s service as
a Director with the Company and all Subsidiaries is terminated for any reason
other than death, Disability or Retirement, all rights of the Optionee under
the Plan and this Agreement will immediately terminate without notice of any
kind, and this Option will no longer be exercisable; provided, however, that if
such termination is due to any reason other than termination by the Company or
any Subsidiary for “Cause” (as defined in the Plan), this Option will remain
exercisable to the extent exercisable as of such termination for a period of
three months after such termination (but in no event after the Time of
Termination).  To the extent this Option
is not exercisable as of the date of such termination, this Option will be
terminated.  The Company may defer the
exercise of this Option for a period of up to forty-five (45) days in order for
the Committee to make any determination as to the existence of Cause.


 


3.3           Change
in Control.


 


(a)           Impact of Change in
Control.  If a Change in Control (as
defined in the Plan) of the Company occurs, this Option will become immediately
exercisable in full and will remain exercisable until the Time of Termination,
regardless of whether the Optionee remains as a Director of the Company or any
Subsidiary.  In addition, if a


 


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Change in Control of the
Company occurs, the Committee, in its sole discretion and without the consent
of the Optionee, may determine that the Optionee will receive, with respect to
some or all of the Option Shares, as of the effective date of any such Change
in Control of the Company, cash in an amount equal to the excess of the Fair
Market Value (as defined in the Plan) of such Option Shares immediately prior
to the effective date of such Change in Control of the Company over the option
exercise price per share of this Option.


 


(b)           Limitation on Change
in Control Payments. 
Notwithstanding anything in this Section 3.3 to the contrary, if,
with respect to the Optionee, acceleration of the vesting of this Option or the
payment of cash in exchange for all or part of the Option Shares as provided
above (which acceleration or payment could be deemed a “payment” within the
meaning of Section 280G(b)(2) of the Code), together with any other
payments which the Optionee has the right to receive from the Company or any
corporation which is a member of an “affiliated group” (as defined in
Section 1504(a) of the Code without regard to Section 1504(b) of the
Code) of which the Company is a member, would constitute a “parachute payment”
(as defined in Section 280G(b)(2) of the Code), the payments to the Optionee as
set forth herein will be reduced to the largest amount as will result in no
portion of such payments being subject to the excise tax imposed by
Section 4999 of the Code; provided, however, that if the Optionee is
subject to a separate agreement with the Company or a Subsidiary that expressly
addresses the potential application of Sections 280G or 4999 of the Code
(including, without limitation, that “payments” under such agreement or
otherwise will be reduced, that the Optionee will have the discretion to
determine which “payments” will be reduced, that such “payments” will not be
reduced or that such “payments” will be “grossed up” for tax purposes), then
this Section 3.3(b) will not apply, and any “payments” to the Optionee pursuant
to Section 3.3(a) of this Agreement will be treated as “payments” arising under
such separate agreement.


 


4.             Manner of Option
Exercise.


 


4.1           Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in Eden Prairie, Minnesota (Attention: Paul W.B. Stephenson)
of a written notice of exercise.  Such
notice must be in a form satisfactory to the Committee, must identify the
Option, must specify the number of Option Shares with respect to which the
Option is being exercised, and must be signed by the person or persons so exercising
the Option.  Such notice must be
accompanied by payment in full of the total purchase price of the Option Shares
purchased.  In the event that the Option
is being exercised, as provided by the Plan and Section 5.3 below, by any
person or persons other than the Optionee, the notice must be accompanied by
appropriate proof of right of such person or persons to exercise the
Option.  As soon as practicable after
the effective exercise of the Option, the Optionee will be recorded on the
stock transfer books of the Company as the owner of the Option Shares
purchased, and the Company will deliver to the Optionee one or more duly issued
stock certificates evidencing such ownership.


 


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4.2           Payment.  At the time of exercise of this Option, the
Optionee must pay the total purchase price of the Option Shares to be purchased
entirely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion, may allow such payment to be made, in whole or in part, by a Broker
Exercise Notice, by tender, or attestation as to ownership of Previously
Acquired Shares (as such terms are defined in the Plan) that have been held for
the period of time necessary to avoid a charge to the Company’s earnings for
financial reporting purposes and that are otherwise acceptable to the
Committee, or by a combination of such methods.  In the event the Optionee is permitted to pay the total purchase
price of this Option in whole or in part with Previously Acquired Shares, the
value of such shares will be equal to their Fair Market Value on the date of
exercise of this Option.


 


5.             Rights of
Optionee; Transferability.


 


5.1           
Service as a Director.  Nothing in this
Agreement will interfere with or limit in any way the right of the Company to
terminate the service of the Optionee as a Director at any time, nor confer
upon the Optionee any right to continue in the service of the Company as a
Director for any particular period of time.


 


5.2           Rights
as a Shareholder.  The Optionee will
have no rights as a shareholder unless and until all conditions to the
effective exercise of this Option (including, without limitation, the
conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied
and the Optionee has become the holder of record of such shares.  No adjustment will be made for dividends or
distributions with respect to this Option as to which there is a record date
preceding the date the Optionee becomes the holder of record of such shares,
except as may otherwise be provided in the Plan or determined by the Committee
in its sole discretion.


 


5.3           Restrictions
on Transfer.  Except pursuant to
testamentary will or the laws of descent and distribution or as otherwise
expressly permitted by the Plan, no right or interest of the Optionee in this
Option prior to exercise may be assigned or transferred, or subjected to any
lien, during the lifetime of the Optionee, either voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise.  The Optionee will, however, be entitled to
designate a beneficiary to receive this Option upon such Optionee’s death, and,
in the event of the Optionee’s death, exercise of this Option (to the extent
permitted pursuant to Section 3.2(a) of this Agreement) may be made by the
Optionee’s legal representatives, heirs and legatees.


 


6.             Securities Law and
Other Restrictions.


 


Notwithstanding any other provision of the Plan or
this Agreement, the Company will not be required to issue, and the Optionee may
not sell, assign, transfer or otherwise dispose of, any Option Shares, unless
(a) there is in effect with respect to the Option Shares a registration
statement under the Securities Act of 1933, as amended, and any applicable
state or foreign securities laws or an exemption from such registration, and
(b) there has been obtained any other consent, approval or permit from any
other regulatory body which the Committee, in its sole discretion, deems
necessary or advisable.  The Company may
condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing Option Shares, as may be deemed


 


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necessary or advisable by the Company in order to
comply with such securities law or other restrictions.


 


7.             Adjustments.


 


In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off), or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation), in order to prevent dilution or
enlargement of the rights of the Optionee, will make appropriate adjustment
(which determination will be conclusive) as to the number and kind of
securities or other property (including cash) subject to, and the exercise
price of, this Option.


 


8.             Subject to Plan.


 


The Option and the Option Shares granted and issued
pursuant to this Agreement have been granted and issued under, and are subject
to the terms of, the Plan.  The terms of
the Plan are incorporated by reference in this Agreement in their entirety, and
the Optionee, by execution of this Agreement, acknowledges having received a
copy of the Plan.  The provisions of
this Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the
Plan.  In the event that any provision
of this Agreement is inconsistent with the terms of the Plan, the terms of the
Plan will prevail.


 


9.             Miscellaneous.


 


9.1           Binding
Effect.  This Agreement will be
binding upon the heirs, executors, administrators and successors of the parties
to this Agreement.


 


9.2           Governing
Law.  This Agreement and all rights
and obligations under this Agreement will be construed in accordance with the
Plan and governed by the laws of the State of Minnesota, without regard to
conflicts of laws provisions.  Any legal
proceeding related to this Agreement will be brought in an appropriate Minnesota
court, and the parties to this Agreement consent to the exclusive jurisdiction
of the court for this purpose.


 


9.3           Entire
Agreement.  This Agreement and the
Plan set forth the entire agreement and understanding of the parties to this
Agreement with respect to the grant and exercise of this Option and the
administration of the Plan and supersede all prior agreements, arrangements,
plans and understandings relating to the grant and exercise of this Option and
the administration of the Plan.


 


9.4           Amendment
and Waiver.  Other than as provided
in the Plan, this Agreement may be amended, waived, modified or canceled only
by a written instrument executed by the parties to this


 


9.5           Agreement
or, in the case of a waiver, by the party waiving compliance.


 


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The parties to this Agreement have executed this
Agreement effective the day and year first above written.


 


	
   

  	
  FARGO ELECTRONICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
  By execution of this
  Agreement,

  the Optionee acknowledges having

  received a copy of the Plan.

  	
  OPTIONEE

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name and Address)

  
	
   

  	
   

  
	
   

  	
   

  



 


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