exv10w06



 




Exhibit 10.06




September 14, 2005



Richard M. Noling



51 Chase Dr.




Santa Barbara, CA 93108




Dear Rick:


     
Insignia Solutions, Inc. (the “Company”) is pleased to
offer you employment on the following terms:



		
	 	     
    1.     Position. Your initial
    title will be Interim Chief Financial Officer, with
    effect from the above date and you will report to the
    Company’s CEO. This is initially a part-time position. By
    signing this letter agreement, you confirm to the Company that
    you have no contractual commitments or other legal obligations
    that would prohibit you from performing your duties for the
    Company. If you choose to accept full time employment on the
    ninety day anniversary of your employment, then your title will
    become Chief Financial Officer.
	 
	 	     
    2.     Cash Compensation.
    Effective September 19th, 2005 the Company will pay you a salary
    at the rate of $200,000 per year, payable in accordance
    with the Company’s standard payroll schedule for part-time
    employment of approximately twenty five to thirty hours per week.
	 
	 	     
    3.     Stock Options. Subject to
    the approval of the Company’s Board of Directors or its
    Compensation Committee, you will be granted on
    September 19th, your first day of salaried employment an
    option to purchase 250,000 shares of the Company’s
    20p Ordinary Shares (the “Option”). The exercise price
    per share of the Option will be equal to the fair market value
    per share on the date the Option is granted. The Option will be
    subject to the terms and conditions applicable to options
    granted under the Company’s Share Option Plan (the
    “Plan”), as described in the Plan and the applicable
    Stock Option Agreement. You will vest in equal monthly installments over the next 48 months
    of continuous service, as described in the applicable Stock
    Option Agreement.
	 
	 	     
    4.     In the event of a
    Change-in-Control (as defined below), you will become vested in
    the number of shares under option that are unvested as of the
    date of such Change-in-Control.
	 
	 	     
    5.     “Change-in-Control”
    shall mean (i) the consummation of a merger or
    consolidation of the Company with or into another entity or any
    other corporate reorganization, if persons who were not
    stockholders of the Company immediately prior to such merger,
    consolidation or other reorganization own immediately after such
    merger, consolidation or other reorganization 50% or more of the
    voting power of the outstanding securities of each of
    (A) the continuing or surviving entity and (B) any
    direct or indirect parent corporation of such continuing or
    surviving entity; or (ii) the sale, transfer or other
    disposition of all or substantially all of the Company’s
    assets. A transaction shall not constitute a Change-in-Control
    if its sole purpose is to change the state of the Company’s
    incorporation or to create a holding company that will be owned
    in substantially the same proportions by the persons who held
    the Company’s securities immediately before such
    transaction.
	 
	 	     
    6.     Severance Pay. If after
    January 1, 2005 the Company terminates your employment for
    any reason other than Cause (as defined below) then (a) the
    Company will continue to pay your base salary for a period of
    one month following the termination of your employment;
    (b) the Company will pay your COBRA premiums for a certain
    period, as described below. Your base salary will be paid at the
    rate in effect at the time of the termination of your employment
    and in accordance with the