ANY LEGAL PROCEEDING RELATED TO THIS
AGREEMENT WILL BE BROUGHT IN AN APPROPRIATE MINNESOTA COURT AND CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE COURT FOR THIS PURPOSE.
7.3
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 VESTING OF THIS AWARD AND THE ADMINISTRATION OF THE PLAN AND SUPERSEDE
ALL PRIOR AGREEMENTS, ARRANGEMENTS, PLANS AND UNDERSTANDINGS RELATING TO THE
GRANT AND VESTING OF THIS AWARD AND THE ADMINISTRATION OF THE PLAN.
4
7.4
CODE SECTION 409A COMPLIANCE. IF ANY PROVISION OF THIS AGREEMENT
WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 409A OF THE CODE
AND RELATED REGULATIONS AND TREASURY PRONOUNCEMENTS ("SECTION 409A"), THAT
PROVISION WILL BE REFORMED TO AVOID IMPOSITION OF THE EXCISE TAX AND NO ACTION
TAKEN TO COMPLY WITH SECTION 409A WILL BE DEEMED TO IMPAIR A BENEFIT UNDER THIS
AGREEMENT.
7.5
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 AGREEMENT OR, IN THE CASE OF A
WAIVER, BY THE PARTY WAIVING COMPLIANCE.
The parties hereto have executed this Agreement effective the day and year first
above written.
FARGO ELECTRONICS, INC.
By
Its
By execution of this Agreement,
GRANTEE
the Grantee acknowledges having
received a copy of the Plan.
(Signature)
(Name and Address)
5
EXHIBIT A
STOCK POWER
For value received, I hereby sell, assign and transfer unto
shares of the
Common Stock of Fargo Electronics, Inc. standing in my name on the books of said
company represented by Certificate(s) Number(s)
herewith, and
do hereby irrevocably constitute and appoint
attorney to transfer said stock
on the books of said company with full power of substitute in the premises.
(Signature)
(Name and Address)
Date: