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

On January 13, 2023, Insignia Systems, Inc. (the "Company") entered into letter agreements with each of Adam D. May, Chief Growth Officer, and Zackery A. Weber, Vice President of Finance (collectively, the "Retention Agreements"). Under Mr. May's Retention Agreement, he is eligible to receive a cash retention bonus of $130,000 so long as he remains employed through the earlier of: (a) the date the Company terminates his employment without cause, and (b) December 31, 2023. If the Company terminates his employment without cause as a result of the completion of a change in control, then to receive payment he also must have accepted any offer of employment from the successor to our business. Under Mr. Weber's Retention Agreement, he is eligible to receive a cash retention bonus of $48,000 so long as he remains employed through the earliest of: (a) December 31, 2023, (b) the date the Company terminates his employment without cause and (c) the date a change in control is completed with respect to the Company. For each Retention Agreement, "change in control" has the meaning set forth in the Company's 2018 Equity Incentive Plan.

The foregoing description of the Retention Agreements is qualified by reference to the text of each Retention Agreement, which are filed as Exhibits 10.1 and 10.2 to this current report and incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



                                                                        Method of
Exhibit No.                        Description                            Filing
   10.1         Retention Agreement with Adam D. May dated January        Filed
              13, 2023                                                Electronically
   10.2         Retention Agreement with Zackery A. Weber dated           Filed
              January 13, 2023                                        Electronically
    104       Cover Page Interactive Data File                            Filed
                                                                      Electronically





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