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

On January 16, 2013, Insignia Systems, Inc. filed the authorized form of incentive stock option agreement to be used on or after January 10, 2013 in connection with grants of incentive stock options pursuant to the Company's 2003 Incentive Stock Option Plan.

The form of agreement is attached to this Current Report as Exhibit 10.1 and incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

10.1 Form of Incentive Stock Option Agreement under Insignia Systems, Inc. under 2003 Incentive Stock Option Plan