INSIGNIA SYSTEMS INC/MN appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On July 13, 2023, Insignia Systems, Inc. (the "Company") determined to terminate the employment of Kristine A. Glancy, its current President and Chief Executive Officer, effective as of August 31, 2023 (the "Termination Date").


Pursuant to her existing compensatory arrangements, including the employment agreement dated April 8, 2016, and the change in control severance agreement dated April 8, 2016, as amended April 28, 2018, and a new letter agreement dated July 13, 2023, and subject to their respective terms and conditions, including Ms. Glancy's execution, delivery, and non-revocation of a release of claims agreement, Ms. Glancy is eligible to receive up to the following payments depending on whether a Closing (as defined in the Asset Purchase Agreement, dated May 24, 2023, between the Company and TIMIBO LLC) occurs on or prior to the Termination Date: (i) 200% of her annual base salary, which is $[629,200]; (ii) the remaining 50% of her target incentive bonus for 2023, which is $78,650; (iii) a lump sum payment equal to current COBRA premiums for twelve months, which is $18,075; (iv) reimbursement for up to $5,000 of outplacement services, and (v) an additional lump sum payment equal to $200,000. The foregoing amounts are in addition to the previously announced cash payment of $78,650, representing 50% of Mr. Glancy's target incentive bonus for 2023, which is eligible for payment at the same time as all other current employee's first-half target incentive bonuses within fifteen calendar days after a Closing. All cash amounts will be subject to applicable withholding tax.


The foregoing description of the material terms of the letter agreement are qualified by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.


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