LSI INDUSTRIES INC (Form: 8-K, Received: 07/06/2015 16:17:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2015

LSI INDUSTRIES INC.

(Exact name of Registrant as specified in its Charter)

	Ohio	0-13375		31-0888951
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
10000 Alliance Road, Cincinnati, Ohio			45242
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code			(513) 793-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

⁭☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⁭☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⁭☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⁭☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Effective July 1, the Compensation Committee (the "Committee") of the Board of Directors of LSI Industries Inc. (the "Company") adopted the LSI Industries Inc. Long Term Incentive Plan FY2016 for Named Executive Officers (the "2016 LTIP"). The 2016 LTIP provides for the issuance of share based awards to named executive officers of the Company pursuant to the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 20, 2014 (the "2012 Stock Incentive Plan"). Pursuant to the 2016 LTIP effective July 1, 2015 the Committee awarded to executive officers service-based stock options, service-based restricted stock units ("RSUs") and performance-based stock options as follows:

Executive	Type of Award	Number of Shares Underlying Award
Dennis W. Wells	Service-Based Stock Options	45,000
Dennis W. Wells	RSUs	10,000
Dennis W. Wells	Performance-Based Stock Options	90,000
Ronald S. Stowell	Service-Based Stock Options	40,000
Ronald S. Stowell	RSUs	5,000
Ronald S. Stowell	Performance-Based Stock Options	60,000
David W. McCauley	Service-Based Stock Options	30,000
David W. McCauley	RSUs	5,000
David W. McCauley	Performance-Based Stock Options	10,000
Shawn M. Toney	Service-Based Stock Options	30,000
Shawn M. Toney	RSUs	5,000
Shawn M. Toney	Performance-Based Stock Options	60,000
Andrew J. Foerster	Service-Based Stock Options	30,000
Andrew J. Foerster	RSUs	5,000
Andrew J. Foerster	Performance-Based Stock Options	50,000

The service-based stock options and RSUs vest ratably over a four year time period. The performance-based stock options vest based upon the attainment of the Company's adjusted operating income goals established for the 2016 fiscal year in 33.33% increments. Assuming the Company's adjusted operating income goal for that year is achieved, the first 33.33% will vest after the end of the 2016 fiscal year; the second 33.33% will vest after the end of the 2017 fiscal year; and the third 33.33% will vest after the end of the 2018 fiscal year. The service-based stock options and performance-based stock options each have a ten year exercise term. The above summary description of the 2016 LTIP is qualified in its entirety to the 2016 LTIP filed as an exhibit herewith and incorporated herein by reference.

Also effective July 1, 2015 the Committee adopted the LSI Industries Inc. Short Term Incentive Plan FY2016 for Named Executive Officers (the "2016 STIP"). The 2016 STIP provides for the payment of cash bonuses to named executive officers of the Company if certain sales and operating income goals are met. A graduated scale of bonus potential stated as a percentage of base salary is identified at indicated levels of achievement of key performance indicators. The above summary description of the 2016 STIP is qualified in its entirety to the 2016 STIP filed as an exhibit herewith and incorporated herein by reference.

Item 9.01. – Financial Statements and Exhibits .

(d) The following have been filed as exhibits to this Form 8-K:

Exhibit Number	Description
10.1	LSI Industries Inc. Long Term Incentive Plan FY2016 for Named Executive Officers
10.2	LSI Industries Inc. Short Term Incentive Plan FY2016 for Named Executive Officers
10.3	Form of Restricted Stock Unit Award Agreement
10.4	Form of Nonqualified Stock Option Award Agreement - - Performance-Based
10.5	Form of Nonqualified Stock Option Award Agreement - - Service-Based
10.6	Form of Incentive Stock Option Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

LSI INDUSTRIES INC.

BY: /s/ Ronald S. Stowell

Ronald S. Stowell

Vice President, Chief Financial

Officer and Treasurer

(Principal Financial and Accounting Officer)

July 6, 2015

EXHIBIT 10.1

LSI INDUSTRIES INC.

LONG TERM INCENTIVE PLAN (LTIP)

FOR NAMED EXECUTIVE OFFICERS

FY 2016

Document Date: July 1, 2015

LSI INDUSTRIES INC.

LONG TERM INCENTIVE PLAN (LTIP) FOR NEOs -- FY 2016

July 1, 2015

The LSI Long Term Incentive Plan (LTIP) for Named Executive Officers for FY 2016 contemplates three types of share-based awards. The LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 20, 2014 authorizes the Compensation Committee of the Board of Directors to issue these awards. All LTIP awards are granted effective July 1, 2015.

Service –Based Stock Options – From time to time LSI issues stock options to named executive officers at the beginning of each fiscal year to motivate them to achieve the business plan resulting in higher stock prices, thereby creating value in the stock options that they have been awarded. This arrangement will continue in FY2016. Stock options will be issued to all named executive officers as approved by the Compensation Committee. These stock options are service-based awards, with a ten year exercise term, four year ratable vesting period and stated and fixed exercise price set by the Compensation Committee at the date of the grant. The exercise price will be the closing price on the day of grant, July 1, 2015.

Service-Based Restricted Stock Units – In order to encourage named executive officers towards long-term employment, LSI will award between 3,000 and 5,000 restricted stock units (RSUs) to each of the named executive officers. The RSUs are service-based and have a four year ratable vesting period. The RSUs are non-voting, but shall accrue cash dividends at the same per share rate (one RSU = one LSI common share) as those cash dividends are declared and paid on LSI common shares. The payout when vested will be in LSI common shares.

Performance-Based Stock Options – In order to align named executive officer incentives with shareholders' interests, and to encourage named executive officers towards long term employment, LSI will grant them performance-based stock options. These options will vest based upon the attainment of the Adjusted Operating Income goals set for fiscal 2016 in 33.33% increments. The first 33.33% will vest at the end of fiscal 2016 assuming the planned Adjusted Operating Income is achieved. The second 33.33% will vest at the end of fiscal 2017 and the third 33.33% will vest at the end of fiscal 2018. The Operating Income goal and the vesting schedule are set forth below.

	FY 2016 Plan
Operating Income Goal as a % of Planned Net Sales	4.4%

Grant Date	July 1, 2015
33% Vesting Date	June 30, 2016
33% Vesting Date	June 30,2017
33% Vesting Date	June 30, 2018

Partial Awards will be vested based upon the following goal attainment schedule:

95-100% attainment	100% vesting
90-94% attainment	90% vesting
85-89% attainment	80% vesting

The following rules govern the three types of share-based awards contemplated by this LTIP.

a.	This LTIP is a pay-for-performance plan designed to incentivize named executive officers to lead LSI towards the achievement of superior operating results and to maintain long-term employment with LSI.

b.	This LTIP covers only named executive officers as identified by the Compensation Committee.

c.	This LTIP has been approved by the Compensation Committee.

d.	Determination of achievement of LSI's Adjusted Operating Income will be calculated based upon actual reported results with adjustments for certain unusual or non-recurring items as approved by the Compensation Committee.

e.	Each named executive officer qualified for this LTIP must be employed at LSI on the vesting dates in order to exercise the stated award. Vesting will also be in accordance with "retirement eligibility" rules as defined in the 2012 Stock Incentive Plan.

f.	Any type of lengthy leave of absence may result in an adjustment of the calculated award. Leaves of absence include time away from work for reasons of short term disability, FMLA leave, military leave, or other leave of absence.

Named executive officers who retire during the plan period at normal retirement age or under an LSI approved plan of retirement may receive a pro-rated award based upon the actual amount of base salary received in the plan period, subject to the terms and conditions of the 2012 Stock Incentive Plan.

h.	If a named executive officer becomes disabled (as defined by Social Security) or dies during the plan period, his beneficiary may be considered for an adjusted award, subject to the terms and conditions of the 2012 Stock Incentive Plan.

i.	Some incentive awards are subject to assignment laws and other laws that require payment to someone other than the employee (IRS tax levies, child support arrearages, etc.). LSI will comply with all applicable assignment laws.

j.	LSI reserves the right to amend, reduce, modify, interpret or discontinue all or part of it with or without reason as the Compensation Committee deems advisable, subject to the terms and conditions of the 2012 Stock Incentive Plan.

k.	This LTIP does not create or imply the existence of a contract of employment.

EXHIBIT 10.2

LSI INDUSTRIES INC.

SHORT TERM INCENTIVE PLAN (STIP)

FOR NAMED EXECUTIVE OFFICERS

FY 2016

Document date: July 1, 2015

LSI INDUSTRIES INC.

SHORT TERM INCENTIVE PLAN FOR NEOs -- FY 2016

July 1, 2015

The Short Term Incentive Plan (STIP) for Named Executive Officers for Fiscal 2016 is designed to incentivize named executive officers towards the attainment the 2016 Business Plan goals for sales and operating income. This STIP has been approved by the Compensation Committee of the LSI Board of Directors and provides for cash incentive awards to be paid if the stated 2016 Business Plan objectives are achieved. There are three elements of this STIP.

1.	Bonus Potential determines the percentage payout to named executive officers based on the attainment of the 2016 Business Plan goals and as approved by the Compensation Committee in the table below.

90% Plan Achievement	100% Plan Achievement	110% Plan Achievement	120% Plan Achievement	150% Plan Achievement

17%	25%	35%	45%	65%

2.	Performance Mix determines the percentage assigned to the performance of the total company vs. the employees Business Unit.

Named Executive Officers

100% Corporate Performance

3.	Metrics determine the percentage assigned to Sales vs. Operating Income. In 2015 the STIP was 100% based upon attainment of the Operating Income goals. For 2016 LSI is shifting 30% of this metric to Sales to place emphasis on increasing the size of LSI's business.

Metrics %	2015	2016
Sales	0%	30%
Operating Inc	100%	70%
Total	100%	100%

The following is provided for illustrative purposes:

Example Calculation: Named Executive Officer

				Bonus	Performance	Sales / OI	Incentive
	Plan	Actual	% of Plan	Potential	Mix	Metric	Payout
Corporate
Sales	$500,000	$520,000	104.0%	29.0%	100.0%	30.0%	8.70%
Operating Income	$50,000	$51,000	102.0%	27.0%	100.0%	70.0%	18.90%


						Total Payout Percentage	27.60%

						Annual Base Salary	$100,000
						Bonus Payment	$27,600

The following rules govern this STIP:

A.	This STIP covers only named executive officers as identified by the Compensation Committee.

B.	This STIP will take into account LSI total results. The intent of having corporate performance as a determinant of the incentive payment is to provide motivation for named executive officers to work for the good of the whole corporation, not only for the good of a Business Unit.

C.	The Compensation Committee may make modifications of the calculated bonus award to decrease or increase a named executive officer's bonus for special objectives or subjective circumstances.

Determination of achievement of LSI's Sales and Operating Income will be calculated based upon actual reported fiscal 2016 results and may be adjusted for certain unusual or non-recurring items as approved by the Compensation Committee. There will be a straight line interpolation of actual achievement as compared to the fiscal 2016 business goals when determining the actual incentive payment percentage.

E.	Incentive pay recipients must be employed at LSI in August 2016 on the day when incentive checks are issued for the fiscal year just recently ended. Named executive officers who terminate employment on or before the August bonus payment date are not eligible for a bonus.

F.	Any type of lengthy leave of absence could result in a pro-rata reduction of the calculated award. Leaves of absence include time away from work for reasons of short term disability, FMLA leave, military leave, or other leave of absence.

G.	Named executive officers who retire during the fiscal year at normal retirement age or under an LSI approved plan of retirement will be considered for a pro-rated payment based upon the actual amount of base salary received in the fiscal year.

H.	If a named executive officer becomes disabled (as defined by Social Security) or dies during a fiscal year, his beneficiary will be considered for a pro-rata payment based upon the actual amount of base salary received in the fiscal year.

I.	Incentive payments are subject to assignment laws and other laws that require payment of the bonus to someone other than the named executive officer (IRS tax levies, child support arrearages, etc.). LSI will comply with all applicable assignment laws.

J.	LSI reserves the right to amend, reduce, modify, interpret or discontinue all or part of this STIP with or without reason as the Compensation Committee deems advisable in its sole and absolute discretion.

K.	This STIP does not create or imply the existence of a contract of employment.

L.	The named executive officer's base salary rate as of April 30, 2016 shall be used to calculate the bonus amount.

LSI INDUSTRIES INC.
AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

Summary of Restricted Share Unit Award Grant

LSI Industries Inc., an Ohio corporation (the " Company "), grants to the Grantee named below, in accordance with the terms of the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as Amended and Restated November 20, 2014 (the " Plan ") and this Restricted Share Unit Award Agreement (the " Agreement "), the following number of Restricted Share Units of the Company (the " Restricted Units "), on the Grant Date set forth below:

Name of Grantee:
Number of Units:
Grant Date:	July 1, 2015
Vesting Date(s):	July 1, 2016
	July 1, 2017
	July 1, 2018
	July 1, 2019

Terms of Agreement

1. Grant of Restricted Share Unit Awards. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, the total number of Restricted Units set forth above. The Restricted Units shall be credited in a book entry account established for the Grantee until payment in accordance with Section 4 hereof.

2. Vesting of Restricted Units.

(a) Except as otherwise provided in this Agreement, this grant of Restricted Units shall vest in twenty-five percent (25%) increments on each of the four Vesting Dates identified above. Prior to the Vesting Dates, no portion of the award shall vest, except as otherwise provided in Section 2(b) or (c).

(b) All of the Restricted Units shall vest in full prior to the Vesting Dates upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, including separation from employment with the Company; (iii) the Grantee has a Disability; or (iv) there is a Change in Control event described in Section 2(g) of the Plan.

(c) The Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and non-forfeitable to a time other than the Vesting Dates as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan, provided such acceleration does not result in an impermissible acceleration of payments under Section 409A of the Code.

3. Forfeiture of Restricted Units.

(a) The Restricted Units that have not yet vested pursuant to Section 2 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 2(b) or (c) hereof.

4. Payment.

Except as otherwise provided in this Agreement, the Company shall deliver to the Grantee one share of its common stock (" Share ") for each vested Restricted Unit within thirty (30) days following the earlier of:

(i)	the Vesting Date identified on the first page hereof under "Summary of Restricted Share Unit Award Grant";
(ii)	the date of the Grantee's death;
(iii)	the date of the Grantee's Disability, provided such Disability also constitutes a "disability" within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code;
(iv)	the date of Grantee's termination of employment with the Company as a result of Retirement or a Change in Control event described in Section 2(g)(i) or (ii) of the Plan, provided such termination of employment also constitutes a "separation from service" within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code; or
(v)	the date of an event described in Section 2(g)(iii) or (iv) of the Plan, provided such event also constitutes a "change in control event" within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code.

If the Grantee is a "specified employee" within the meaning of Section 409A of the Code on the date of the Grantee's separation from service and the Grantee's Restricted Units are subject to Section 409A of the Code, then payment under (iv) above shall be made on the first business day after the date that is six months following the Grantee's separation from service, or, if earlier, the date of the Grantee's death. The Company's obligations with respect to the Restricted Units shall be satisfied in full upon the delivery of its Shares pursuant to this Section 4.

5. Transferability. The Restricted Units may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, until all restrictions are removed or have expired, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Units.

6. Voting and Other Rights. The Grantee will not have any rights of a shareholder of the Company with respect to the Restricted Units until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7. Dividend Equivalent Payment Rights. The Grantee shall possess dividend equivalent payment rights with respect to the Restricted Units granted pursuant to this Agreement as of the Grant Date. Any dividend equivalent payment on the Restricted Units shall be based on the number of Restricted Units credited to the Grantee as of the dividend record date and such credited dividend equivalent payment amount shall be paid in accordance with quarterly dividend declarations by the Board of Directors on the Company's common stock.

8. Continuous Employment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.

9. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.

10. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

11. Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local, foreign or other tax in connection with the Restricted Units or dividend equivalent payments thereon pursuant to this Agreement, it shall be a condition to earning the award that the Grantee make arrangements satisfactory to the Company for payment of such taxes required to be withheld. With respect to payments under Section 4 herein, the Committee may, in its sole discretion, require the Grantee to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Grantee hereunder, and the Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of surrender.

12. Adjustments. The number and kind of Shares deliverable pursuant to a Restricted Unit are subject to adjustment as provided in Section 8 of the Plan.

13. Compliance with Law. While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Units or Shares that may be delivered pursuant to Section 4 herein, the Company shall not be obligated to deliver any Restricted Units or Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

14. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

15. Section 409A of the Code. It is intended that the Restricted Units shall be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The terms of this Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the Restricted Units shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Grantee to the additional tax imposed under Section 409A of the Code.

16. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

17. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Units.

18. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

19. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantee's personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.

20. Governing Law.

The interpretation, performance, and enforcement of this Agreement, including tort claims, shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

(a) Any party bringing a legal action or proceeding against another party arising out of or relating to this Agreement may bring the legal action or proceeding only in the United States District Court for the Southern District of Ohio and any of the courts of the State of Ohio, in each case sitting in Cincinnati, Ohio.

(b) Each of the Company and the Grantee waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Ohio sitting in Cincinnati, Ohio or the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) Each of the Company and the Grantee submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.

21. Language. If the Grantee receives this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

22. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. By accepting this award, Grantee acknowledges that a copy of the Plan, Plan Summary and Prospectus, and the Company's most recent Annual Report and Proxy Statement (the " Prospectus Information ") either have been received by Grantee or are available for viewing on the Company's intranet site or internet site at www.lsi-industries.com , and consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact Debi Lauber at (513) 372-3008 to request a paper copy of the Prospectus Information at no charge. Grantee also represents that she or he is familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both Grantee and the Company as soon as Grantee accepts the award as described above.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.

LSI INDUSTRIES INC.

By: ________________________

Name: Dennis W. Wells

Title: Chief Executive Officer

GRANTEE

_________________________________________

Name:

LSI INDUSTRIES INC.
AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT / PERFORMANCE-BASED

Summary of Nonqualified Stock Option Grant

LSI Industries Inc., an Ohio corporation (the "Company"), grants to the Grantee named below, in accordance with the terms of the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 20, 2014 (the "Plan") and this Nonqualified Stock Option Agreement (the "Agreement"), an option to purchase Shares of the Common Stock of the Company at an exercise price per Share as described below:

Name of Grantee:

Number of Underlying Shares:

Exercise Price Per Share:

Grant Date:	July 1, 2015

	June 30, 2016
	June 30, 2017
Vesting Date(s):	June 30, 2018

Expiration Date:	July 1, 2025

Terms of Agreement

1. Grant of Nonqualified Stock Option . Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, an option to purchase Shares of Common Stock of the Company at an exercise price per Share as set forth above (the " Option "). It is the intent of the Company and the Grantee that the Option will not qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended from time to time.

2. Performance Condition . The Option, or a portion thereof, shall be earned only if the performance condition described herein is met. The performance condition is based on achievement of the goal(s) set forth in Exhibit I of this Agreement. If the performance condition is not met as described on Exhibit I, the entire Option shall become void.

3. Vesting of O ption .

(a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above. Only those options which are earned by meeting the performance condition described in Section 2 are eligible for vesting.

(b) If the Option, or any portion thereof identified in the goal attainment schedule in Exhibit I, has been earned by achieving the performance condition set forth in Section 2 prior to the date of the Grantee's Retirement, the Option shall vest prior to the Vesting Date according to Exhibit I upon the Grantee's Retirement if the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company. In such event, the Option shall be exercisable by the Grantee for ninety days after such Retirement. If the Option, or any portion thereof as based on the goal attainment schedule in Exhibit I, has not been earned by achieving the performance condition set forth in Section 2 as of the date of the Grantee's Retirement, including separation from employment with the Company, then the unearned portion of the Option shall become void unless and until the performance condition set forth in Section 2 is met, in which case, upon the meeting of such performance condition, the applicable portion of the Option shall vest according to Exhibit I and shall be exercisable by the Grantee for ninety days after the determination of the achievement of such performance condition.

(c) The Option shall vest in full prior to the Vesting Date upon the occurrence of a Change in Control event described in Section 2(g) of the Plan (a " Change in Control Event "). The Option shall be exercisable for one year following the occurrence of a Change in Control Event. Notwithstanding any provisions herein to the contrary and for the avoidance of doubt, the Option shall vest in full upon the occurrence of a Change in Control Event even if the performance condition set forth in Section 2 is not met.

(d) If the Option, or any portion thereof identified in the goal attainment schedule in Exhibit I, has been earned by achieving the performance condition set forth in Section 2 prior to the date of the Grantee's death or Disability, as the case may be, the Option shall vest prior to the Vesting Date according to Exhibit I upon the Grantee's death or Disability, as the case may be. In such event, the Option shall be exercisable by the Grantee for one year after such death or Disability, as the case may be. If the Option, or any portion thereof identified in the goal attainment schedule in Exhibit I, has not been earned by achieving the performance condition set forth in Section 2 as of the date of the Grantee's death or Disability, as the case may be, then the unearned portion of the Option shall become void unless and until the performance condition set forth in Section 2 is met, in which case, upon the meeting of such performance condition, the applicable portion of the Option shall vest according to Exhibit I and shall be exercisable by the Grantee for one year after the determination of the achievement of such performance condition.

(e) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 3(a) or to a time other than provided in Section 3(b), Section 3(c) or Section 3(d) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan.

4. Forfeiture of Option. Any portion of the Option that has not yet vested pursuant to Section 3 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 3(b), 3(c), 3(d) or 3(e) hereof.

5. Exercise and Payment.

(a) The Option granted under this Agreement shall be exercisable on the Vesting Date(s) as provided on the first page under "Summary of Nonqualified Stock Option Grant" herein. The Option granted under this Agreement may not be exercised as to less than one hundred (100) Shares at any time.

(b) The Option may be exercised for the number of Shares specified by Grantee's delivery of instructions through and in accordance with the procedures maintained on behalf of the Company, accompanied by full payment in the manner and subject to the conditions set forth pursuant to the terms of the Plan for the number of Shares in respect of which it is exercised. If any applicable law or regulation requires the Company to take any action with respect to the Shares specified in such notice, or if any action remains to be taken under the Articles of Incorporation or Code of Regulations of the Company to effect due issuance of the Shares, then the Company shall take such action and the day for delivery of such stock shall be extended for the period necessary to take such action.

6. Transferability . The Option may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 6 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Option.

7. Voting and Other Rights . The Grantee will not have any rights of a shareholder of the Company with respect to the Option until the delivery of the underlying Shares into which the Option is exercised.

8. Continuous Employment . Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.

9. No Employment Contract . Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.

10. Relation to Other Benefits . Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

11. Taxes and Wi thholding. By his or her acceptance of this Agreement, the Grantee agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company with respect to the issuance or disposition of the Shares subject to the Option. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant. The Company may, in its discretion, hold the stock certificate or certificates to which the Grantee is entitled upon the exercise of the Option as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been accumulated. In addition, at any time that the Company becomes subject to a withholding obligation under applicable law with respect to the exercise of the Option (the " Tax Date "), except as set forth below, a holder of the Option may elect to satisfy, in whole or in part, the holder's related personal tax liabilities (an " Election ") by (a) directing the Company to withhold from Shares issuable in the related exercise either a specified number of Shares or Shares having a specified value (in each case not in excess of the minimum required tax withholding amount), (b) tendering Shares previously issued pursuant to the exercise of an Award or other Shares owned by the holder or (c) combining any or all of the foregoing Elections in any fashion. An Election shall be irrevocable. The withheld Shares and other Shares tendered in payment shall be valued at their Fair Market Value on the Tax Date. The Committee may disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular Shares or exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including any limitations necessary to comply with Section 16 of the Exchange Act.

12. Adjustments . The number and kind of Shares deliverable pursuant to the Option are subject to adjustment as provided in Section 8 of the Plan.

13. Compliance with Law . While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Shares that may be delivered pursuant hereto, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

15. Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

16. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 3(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Option.

17. Successors and A ssigns. Without limiting Section 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

18. No Advice Regarding Award . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantee's personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.

19. Governing Law .

(a) The interpretation, performance, and enforcement of this Agreement, including tort claims, shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

(b) Any party bringing a legal action or proceeding against another party arising out of or relating to this Agreement may bring the legal action or proceeding only in the United States District Court for the Southern District of Ohio and any of the courts of the State of Ohio, in each case sitting in Cincinnati, Ohio.

(c) Each of the Company and the Grantee waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Ohio sitting in Cincinnati, Ohio or the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) Each of the Company and the Grantee submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.

20. Electronic Delivery . The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. By accepting this award, Grantee acknowledges that a copy of the Plan, Plan Summary and Prospectus, and the Company's most recent Annual Report and Proxy Statement (the " Prospectus Information ") either have been received by Grantee or are available for viewing on the Company's intranet site or internet site at www.lsi-industries.com , and consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact Debi Lauber at (513) 372-3008 to request a paper copy of the Prospectus Information at no charge. Grantee also represents that she or he is familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both Grantee and the Company as soon as Grantee accepts the award as described above.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.

LSI INDUSTRIES INC.

By: _______________________

Name: Dennis W. Wells

Title: Chief Executive Officer

GRANTEE

_________________________________________

Name:

LSI INDUSTRIES INC.

AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT I

Operating Income Goal as a % of Planned Net Sales

Below is the operating income goal that must be met in order for the Option, or a portion thereof, to be earned as described in Section 2 of this Agreement.

FY 2016 Plan

Operating Income Goal

as a % of Planned Net Sales 4.4%

Partial Awards will be vested based upon the following goal attainment schedule:

95-100% attainment 100% vesting

90-94% attainment 90% vesting

85-89% attainment 80% vesting

These performance-based stock options vest based upon the attainment of the Company's adjusted operating income goals established for the 2016 fiscal year in 33.33% increments. The first 33.33% will vest after the end of the 2016 fiscal year assuming the Company's adjusted operating income goal for that year is achieved; the second 33.33% will vest after the end of the 2017 fiscal year (if they vest at all); and the third 33.33% will vest after the end of the 2018 fiscal year (if they vest at all).

LSI INDUSTRIES INC.
AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT / SERVICE-BASED

Summary of Nonqualified Stock Option Grant

LSI Industries Inc., an Ohio corporation (the " Company "), grants to the Grantee named below, in accordance with the terms of the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 20, 2014 (the " Plan ") and this Nonqualified Stock Option Agreement (the " Agreement "), an option to purchase Shares of the Common Stock of the Company at an exercise price per Share as described below:

Name of Grantee:

Number of Underlying Shares:

Exercise Price Per Share:

Grant Date:	July 1, 2015

	June 30, 2016
	June 30, 2017
	June 30, 2018
Vesting Date(s):	June 30, 2019

Expiration Date:	July 1, 2025

Terms of Agreement

1. Grant of Nonqualified Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, an option to purchase Shares of Common Stock of the Company at an exercise price per Share as set forth above (the " Option "). It is the intent of the Company and the Grantee that the Option will not qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended from time to time.

2 . Vesting of Option.

(a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above.

(b) The Option shall vest in full prior to the Vesting Date(s) if the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company. The Option shall be exercisable for ninety days following the occurrence of the condition described in this Section 2(b).

(c) The Option shall vest in full prior to the Vesting Date upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee has a Disability, as defined in the Plan; or (iii) there is a Change in Control event described in Section 2(g) of the Plan. The Option shall be exercisable for one year following the occurrence of the conditions described in Section 2(c)(i) and 2(c)(ii).

(d) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 2(a) or to a time other than provided in Section 2(b) or Section 2(c)(i), (ii) or (iii) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan.

3. Forfeiture of Option. Any portion of the Option that has not yet vested pursuant to Section 2 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 2(b), 2(c) or 2(d) hereof.

4. Exercise and Payment.

5. Transferability . The Option may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Option.

6. Voting and Other Rights. The Grantee will not have any rights of a shareholder of the Company with respect to the Option until the delivery of the underlying Shares into which the Option is exercised.

7. Continuous Empl oyment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.

8. No Employment Con tract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.

9. Relation to Other Benefits . Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

10. Taxes and Wi thholding . By his or her acceptance of this Agreement, the Grantee agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company with respect to the issuance or disposition of the Shares subject to the Option. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant. The Company may, in its discretion, hold the stock certificate or certificates to which the Grantee is entitled upon the exercise of the Option as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been accumulated. In addition, at any time that the Company becomes subject to a withholding obligation under applicable law with respect to the exercise of the Option (the " Tax Date "), except as set forth below, a holder of the Option may elect to satisfy, in whole or in part, the holder's related personal tax liabilities (an " Election ") by (a) directing the Company to withhold from Shares issuable in the related exercise either a specified number of Shares or Shares having a specified value (in each case not in excess of the minimum required tax withholding amount), (b) tendering Shares previously issued pursuant to the exercise of an Award or other Shares owned by the holder or (c) combining any or all of the foregoing Elections in any fashion. An Election shall be irrevocable. The withheld Shares and other Shares tendered in payment shall be valued at their Fair Market Value on the Tax Date. The Committee may disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular Shares or exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including any limitations necessary to comply with Section 16 of the Exchange Act.

11. Adjustments . The number and kind of Shares deliverable pursuant to the Option are subject to adjustment as provided in Section 8 of the Plan.

12. Compliance with Law . While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Shares that may be delivered pursuant hereto, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

13. Amendments . Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.

14. Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15. Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Option.

16. Successors and A ssigns . Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

17. No Advice Regarding Award . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantee's personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.

18. Governing Law .

19. Electronic Delivery . The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. By accepting this award, Grantee acknowledges that a copy of the Plan, Plan Summary and Prospectus, and the Company's most recent Annual Report and Proxy Statement (the " Prospectus Information ") either have been received by Grantee or are available for viewing on the Company's intranet site or internet site at www.lsi-industries.com , and consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact Debi Lauber at (513) 372-3008 to request a paper copy of the Prospectus Information at no charge. Grantee also represents that she or he is familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both Grantee and the Company as soon as Grantee accepts the award as described above.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.

LSI INDUSTRIES INC.

By: ______________________

Name: Dennis W. Wells

Title: Chief Executive Officer

GRANTEE

_________________________________________

Name:

EXHIBIT 10.6

LSI INDUSTRIES INC.
AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

Summary of Incentive Stock Option Grant

LSI Industries Inc., an Ohio corporation (the " Company "), grants to the Grantee named below, in accordance with the terms of the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 20, 2014 (the " Plan ") and this Incentive Stock Option Agreement (the " Agreement "), an option to purchase Shares of the Common Stock of the Company at an exercise price per Share as described below:

Name of Grantee:

Number of Underlying Shares:

Exercise Price Per Share:

Grant Date:	July 1, 2015

	June 30, 2016
	June 30, 2017
	June 30, 2018
Vesting Date(s):	June 30, 2019

Expiration Date:	July 1, 2025

Terms of Agreement

1. Grant of Incentive Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, an option to purchase Shares of Common Stock of the Company at an exercise price per Share as set forth above (the " Option "). It is the intent of the Company and the Grantee that the Option will qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended from time to time (" Section 422 "). However, Grantee acknowledges that if Grantee disposes of the Shares acquired upon exercise of the Option within two years from the Grant Date or one year after such Shares were acquired pursuant to the exercise of the Option, the Option may not qualify as "incentive stock option" under Section 422.

2. Vesting of Option.

(a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above.

4. Exercise and Payment.

(a) The Option granted under this Agreement shall be exercisable on the Vesting Date(s) as provided on the first page under "Summary of Incentive Stock Option Grant" herein. The Option granted under this Agreement may not be exercised as to less than one hundred (100) Shares at any time.

5. Transferability. The Option may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Option.

7. Continuous Employment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.

8. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.

9. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

10. Taxes and Withholding. By his or her acceptance of this Agreement, the Grantee agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company with respect to the issuance or disposition of the Shares subject to the Option. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant. The Company may, in its discretion, hold the stock certificate or certificates to which the Grantee is entitled upon the exercise of the Option as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been accumulated. In addition, at any time that the Company becomes subject to a withholding obligation under applicable law with respect to the exercise of the Option (the " Tax Date "), except as set forth below, a holder of the Option may elect to satisfy, in whole or in part, the holder's related personal tax liabilities (an " Election ") by (a) directing the Company to withhold from Shares issuable in the related exercise either a specified number of Shares or Shares having a specified value (in each case not in excess of the minimum required tax withholding amount), (b) tendering Shares previously issued pursuant to the exercise of an Award or other Shares owned by the holder or (c) combining any or all of the foregoing Elections in any fashion. An Election shall be irrevocable. The withheld Shares and other Shares tendered in payment shall be valued at their Fair Market Value on the Tax Date. The Committee may disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular Shares or exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including any limitations necessary to comply with Section 16 of the Exchange Act.

11. Adjustments. The number and kind of Shares deliverable pursuant to the Option are subject to adjustment as provided in Section 8 of the Plan.

12. Compliance with Law. While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Shares that may be delivered pursuant hereto, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

13. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.

14. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Option.

16. Successors and Assigns. Without limiting Section 5, to the extent permitted by Section 422, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

17. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantee's personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.

18. Governing Law.

19. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. By accepting this award, Grantee acknowledges that a copy of the Plan, Plan Summary and Prospectus, and the Company's most recent Annual Report and Proxy Statement (the " Prospectus Information ") either have been received by Grantee or are available for viewing on the Company's intranet site or internet site at www.lsi-industries.com , and consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact Debi Lauber at (513) 372-3008 to request a paper copy of the Prospectus Information at no charge. Grantee also represents that she or he is familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both Grantee and the Company as soon as Grantee accepts the award as described above.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.

LSI INDUSTRIES INC.

By:

Name: Dennis W. Wells

Title: Chief Executive Officer

GRANTEE

_________________________________________

Name: