exhibit10.htm


    
      	
               
      

            	
              EXHIBIT
      10.1

            


    

    


    


    FORM
OF

     

    RESTRICTED
STOCK AWARD

     

    RESTRICTED STOCK AWARD
AGREEMENT dated as of ____________, between Wireless
Ronin Technologies, Inc., a Minnesota corporation (the "Corporation"), and ____________, an _______ of
the Corporation (the "Holder").

     

    WHEREAS,
_____________________;

     

    WHEREAS,
the Board of Directors of the Corporation has established and the shareholders
have approved the Corporation's 2006 Equity Incentive Plan (the "Plan");
and

     

    WHEREAS,
the Compensation Committee of the Board of Directors of the Corporation (the
"Committee"), in accordance with the provisions of the Plan, has determined that
the Holder is entitled to a Restricted Stock Award under the Plan;

     

    NOW,
THEREFORE, in consideration of the foregoing and the Holder's acceptance of the
terms and conditions hereof, the parties hereto have agreed, and do hereby
agree, as follows:

     

    1. Grant;
Shares.  The Corporation hereby grants to the Holder, as a
matter of separate agreement and not in lieu of salary or any other compensation
for services, ______ shares of Common Stock of the Corporation on the terms and
conditions herein set forth (the "Restricted Shares").

     

    2. Rights During Restriction
Period.  The certificates representing the Restricted Shares
shall be registered in the name of a nominee for the benefit of the Holder and
retained in the custody of the Corporation until such time as they are delivered
to the Holder or forfeited to the Corporation in accordance with the terms
hereof  (the "Restriction Period").  During the Restriction
Period, the Holder will be entitled to vote the Restricted Shares.  In
addition, any dividends paid on the Restricted Shares shall, at the option of
the Corporation, either be (a) paid to the Holder in cash as additional
compensation, or (b) invested in additional shares of Common Stock held in
custody for the Holder, subject to the same restrictions as the Restricted
Shares, and to be delivered with the Restricted Shares.  Such
additional shares of Common Stock shall be deemed to be included in the
definition of "Restricted Shares".

     

    3. Delivery of the Restricted
Shares; Vesting.  If the Holder is an employee, then he or she
shall have been continuously in the employment of the Corporation through the
close of business on _________, and _______________________________________, the
Corporation shall deliver to the Holder at that time a certificate, registered
in the name of the Holder and free of restrictions hereunder, representing the
total number of Restricted Shares granted to the Holder pursuant to this
Agreement.  No payment shall be required from the Holder in connection
with any delivery to the Holder of shares hereunder.

     

    4. Events Causing
Delivery/Vesting.  In the event of the termination of the
Holder's employment with the Corporation by reason of (a) the Holder's
Retirement at a time when the Holder is at least 55 years of age, if Corporation
approved, (b) the death of the Holder, (c) Holder’s employment with the
Corporation is terminated by the Corporation without “Cause” as defined in his
or her Employment Agreement with the Corporation, or (d) if Holder dies and if
there then remain any undelivered Restricted Shares subject to restrictions
hereunder, then such restrictions shall be deemed to have lapsed and the
certificates for the remaining Restricted Shares shall forthwith be delivered to
the Holder (or the legatees under the last will of the Holder, or to the
personal representatives or distributees of the Holder).

     

    5. Disability;
Vesting.  In the event of the termination of the Holder's
employment or other relationship with the Corporation by reason of the permanent
and total disability of the Holder (within the meaning of Section 22(e)(3) of
the Code), and if there then remain any undelivered Restricted Shares subject to
restrictions hereunder, then the Restricted Shares shall continue to vest until
such restrictions shall be deemed to have lapsed.

     

    6. Key
Holder.  Should the Holder be a key employee as that term in
defined in Section 416 of the Internal Revenue Code, any payment hereunder
resulting from termination of employment pursuant to Section 4 or 5 shall be
deferred until the later of six months from the date of the Holder's termination
of employment or the date all restrictions applying to this award
lapse.

     

    7. Termination of Employment;
Forfeiture.  Except as provided in Sections 4 and 5, if the
Holder ceases to be an employee of the Corporation during the Restriction
Period, if an employee, or otherwise terminates his or her relationship with the
Corporation, then the Restricted Shares to which the Holder has not theretofore
become entitled pursuant to Section 3 shall be forfeited, and all rights of the
Holder in and to such Restricted Shares shall lapse.  In addition, the
Committee shall from time to time determine in its sole discretion whether any
period of nonactive employment, including authorized leaves of absence, or
absence by reason of military or governmental service, shall constitute
termination of employment for the purposes of this Section.

     

    8. Corporation Rights to
Terminate Employment.  The granting of this Restricted Stock
Award shall not in any way prohibit or restrict the right of the Corporation to
terminate the Holder's employment or other relationship between the Holder and
the Corporation at any time, for any reason.  The Holder shall have no
right to any prorated portion of the Restricted Shares otherwise deliverable to
the Holder on the anniversary hereof next following a termination of employment
(whether voluntary or involuntary) in respect of a partial year of
employment.

     

    9. Rights While Shares in
Custody.  Shares of Common Stock held in custody for the Holder
pursuant to this Agreement may not, before being vested, be sold, transferred,
pledged, exchanged, hypothecated or disposed of by the Holder and shall not be
subject to execution, attachment or similar process.

     

    10. Listing, Registration or
Qualification; Delay of Delivery.  This Agreement and each and
every obligation of the Corporation relating to the Restricted Stock Award
hereunder are subject to the requirement that if at any time the Corporation
shall determine, upon advice of counsel, that the listing, registration or
qualification of the shares covered hereby upon any securities exchange or under
any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the granting hereof or the delivery of shares hereunder, then the delivery
of shares hereunder to the Holder may be postponed until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Corporation.

     

    11. Payment;
Taxes.  Any payment required under this Agreement shall be
subject to all requirements of the law with regard to income and employment
withholding taxes, filings, and making of reports, and the Corporation and the
Holder shall use their best efforts to satisfy promptly all such requirements,
as applicable.  In addition to amounts in respect of taxes which the
Corporation shall be required by law to deduct or withhold from any dividend
payments on the Restricted Shares covered hereby, the Corporation may defer
making any delivery of Restricted Shares under this Agreement until completion
of arrangements satisfactory to the Corporation for the payment of any
applicable taxes, whether through share withholding provided for by the Plan or
otherwise.

     

    12. Change in
Control.  In the event of a "change in control," as that term
is defined in the Plan, then the Holder shall have all the rights specified in
Section 14(a) of the Plan, which shall include the immediate lapsing of all
restrictions on the Restricted Stock Award.  Each capitalized word
used in this Agreement without definition shall have the same meaning set forth
in the Plan, the terms and conditions of which shall constitute an integral part
hereof.  For all purposes of this Agreement, references to employment
with the Corporation shall include employment with any of the Corporation's
subsidiaries.

     

    13. Misconduct Constituting
“Cause.”  If the Committee determines that the Holder has
committed an act of misconduct which may constitute Cause (as defined in the
Plan), it may suspend the Holder's right to exercise this award pending a
determination by the Committee.  If the Committee determines that the
Holder’s misconduct constituted Cause, neither the Holder nor the Holder's
estate shall be entitled to exercise any awards whatsoever and all rights under
this Agreement are forfeited immediately.

     

    14. Plan.  The
Holder 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.

     

    15. Registration of the
Shares.  Neither this award nor the Shares has been registered
under the Securities Act of 1933, as amended.  Notwithstanding any
other provision of the Plan or this Agreement, the Company will not be required
to issue, and the Holder may not sell, assign, transfer or otherwise dispose of,
any Shares, unless (a) there is in effect with respect to the 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 Shares, as may be deemed necessary or advisable by the
Company in order to comply with such securities law or other
restrictions.

     

    16. Definitions.  Each
capitalized word used in this Agreement without definition shall have the same
meaning set forth in the Plan, the terms and conditions of which shall
constitute an integral part hereof.  For all purposes of this
Agreement, references to employment with the Company shall include employment
with any of the Company's subsidiaries.

     

    17. Notices.  Any
notice which either party hereto may be required or permitted to give the other
shall be in writing and may be delivered personally or by mail, postage prepaid,
addressed to the Treasurer of the Corporation at its principal office and to the
Holder at his address as shown on the Corporation's payroll records, or to such
other address as the Holder by notice to the Corporation may designate in
writing from time to time.

     

    18. Right to Continue
Employment.  Nothing herein contained shall confer on the
Holder any right to continue in the employment of the Corporation or interfere
in any way with the right of the Corporation to terminate the Holder's
employment or other relationship with the Corporation at any time; confer on the
Holder any of the rights of a shareholder with respect to any of the shares
subject to the Restricted Shares until such shares shall be issued once the
restrictions lapse; affect the Holder's right to participate in and receive
benefits under and in accordance with the provisions of any pension,
profit-sharing, insurance, or other Holder benefit plan or program of the
Corporation or any of its subsidiaries; or limit or otherwise affect the right
of the Board of Directors of the Corporation (subject to any required approval
by the shareholders) at any time or from time to time to alter, amend, suspend
or discontinue the Plan and the rules for its administration; provided, however,
that no termination or amendment of the Plan may, without the consent of the Holder,
adversely affect the Holder's rights under the Restricted Shares.

    
    

     

    
      	 	 WIRELESS RONIN TECHNOLOGIES,
      INC.
	 	 
	 	 


    

                  

     

    
      	 	 By:
	 	 Its:
	 	 


    

    ACCEPTED:

    _________________________________

    Holder

    


    


    *You will
be taxed automatically on the Restricted Shares subject to this Agreement when
the restrictions lapse.  You may elect to be taxed on the date of
grant.  Please consult your tax advisor immediately to discuss this
election.