UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)       April 9, 2019

PASSUR AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
   
New York
(State or Other Jurisdiction of Incorporation)
   
0-7642
11-2208938
(Commission File Number)
(IRS Employer Identification No.)
   
One Landmark Square, Suite 1900
 
Stamford, CT
06901
(Address of Principal Executive Offices)
(Zip Code)
   
203-622-4086
(Registrant’s Telephone Number, Including Area Code)


(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.
 
At the 2019 annual meeting of shareholders (the “Annual Meeting”) of PASSUR Aerospace, Inc. (the “Company”) held on April 9, 2019, the shareholders were asked to approve the PASSUR Aerospace, Inc., 2019 Stock Incentive Plan (the “Plan”), which was adopted, subject to shareholder approval, by the Company’s Board of Directors (the “Board”) on February 26, 2019, and ratified by the Compensation Committee on February 28, 2019. As described in Item 5.07 below, the Company’s shareholders approved the Plan on April 9, 2019.

The material features of the Plan are described in the section entitled “Approval of the Company’s 2019 Stock Incentive Plan” appearing on pages 16-18 of the Company’s Definitive Proxy Statement on Schedule 14A filed on February 28, 2019 in connection with the Annual Meeting, which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Plan filed as Exhibit 10.1 hereto, which is incorporated by reference herein.

In connection with the approval of the Plan, the Board approved a form award agreement for use in granting awards under the Plan. The form is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07.  Submission of Matters to a Vote of Security Holders

At the Annual Meeting of the Company held on April 9, 2019, the shareholders elected each of the Company’s nominees for director to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Shareholders also approved a non-binding vote for the approval of the compensation of the Company’s named executive officers, the Company’s 2019 Stock Incentive Plan, and ratified the Audit Committee’s appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year. Set forth below are the final voting totals as provided by an independent inspector of elections for the Annual Meeting:

1)
Election of Directors
Name   For     Withheld    
Broker
Non-Vote
 
G.S. Beckwith Gilbert    
5,415,506
     
345,120
     
1,137,074
 
James T. Barry    
5,463,176
     
297,450
     
1,137,074
 
Paul L. Graziani    
5,462,676
     
297,950
     
1,137,074
 
Kurt J. Ekert    
5,467,676
     
292,950
     
1,137,074
 
Richard L. Haver    
5,462,276
     
298,350
     
1,137,074
 
Robert M. Stafford    
5,462,676
     
297,950
     
1,137,074
 
Ronald V. Rose    
5,467,676
     
292,950
     
1,137,074
 
Michael Schumaecker    
5,462,676
     
292,950
     
1,137,074
 
John F. Thomas    
5,467,676
     
292,950
     
1,137,074
 
Brian Cook    
5,467,676
     
292,950
     
1,137,074
 
 
At the Annual Meeting, each of the foregoing nominees was elected as a director to hold office until the Company’s 2020 annual meeting of shareholders or until his respective successor is duly elected and qualified.
 
2)
To recommend, in a non-binding vote, for approval of the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Vote
5,458,626
294,850
7,150
0

3)
To approve the Company’s 2019 Stock Incentive Plan.
For
Against
Abstain
Broker Non-Vote
5,459,126
298,850
2,650
0

4)
To ratify the Audit Committee’s appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the 2019 fiscal year.
For
Against
Abstain
Broker Non-Vote
6,887,649
100
9,951
0


Item 9.01.  Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number
 
Exhibit Title
 
 
 
10.1
 
PASSUR Aerospace, Inc., 2019 Stock Incentive Plan
     
[10.2
 
Form of [Award] Agreement for PASSUR Aerospace, Inc., 2019 Stock Incentive Plan]


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.

 
PASSUR AEROSPACE, INC.
 
By:   /s/ Louis J. Petrucelly
Name:  Louis J. Petrucelly
Title:   SVP and Chief Financial Officer
 

Date:  April 15, 2019





























EXHIBIT 10.1

PASSUR AEROSPACE, INC.
2019 STOCK INCENTIVE PLAN
 

Section 1.
PURPOSES
     
The purposes of the PASSUR Aerospace, Inc. 2019 Stock Incentive Plan (the “Plan”) are to enable PASSUR Aerospace, Inc., a New York corporation (the “Company”) and its Related Companies (as defined below) to attract, retain, and reward directors, employees and consultants of the Company and its Related Companies (“Eligible Persons”) and strengthen the existing mutuality of interests between such persons and the Company’s shareholders by offering such persons equity interests in the Company.  For purposes of the Plan, a “Related Company” means any corporation, partnership, joint venture or other entity in which the Company owns, directly or indirectly, at least a 50.1% beneficial ownership interest.
   
Section 2.
 
TYPES OF AWARDS
     
2.1
Awards under the Plan may be in the form of (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; (iv) Deferred Stock; and/or (v) Bonus Stock (collectively, “Awards”).
     
2.2
An Eligible Person may be granted one or more types of Awards, which may be independent or granted in tandem.  If two Awards are granted in tandem to an Eligible Person, the Eligible Person may exercise (or otherwise receive the benefit of) one Award only to the extent he or she relinquishes the tandem Award.
     
Section 3.
ADMINISTRATION
     
3.1
The Plan shall be administered by the Company’s Board of Directors (the “Board”) or such committee of directors as the Board shall designate (the “Committee”), which shall consist of not less than two directors each of whom is a non-employee director, as such term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any successor rule.  The members of the Committee shall serve at the pleasure of the Board.
     
3.2
The Committee shall have full authority and power, except with respect to Awards to Outside Directors (as defined below), to grant Awards, to interpret the Plan and to make such rules and regulations and establish such practices and procedures as it deems appropriate for the administration of the Plan.  In particular, and without limiting its authority and powers, except with respect to Awards to Outside Directors, the Committee shall have the authority and power, subject to the Plan and applicable law and exchange requirements, to determine:
     

(a)
whether and to what extent any Award or combination of Awards will be granted hereunder, including whether any Awards will be granted in tandem with each other;
     

(b)
the Eligible Persons to whom Awards will be granted;
     

(c)
the number of shares of the common stock of the Company (the “Stock”) to be covered by each Award granted hereunder subject to the limitations contained herein;
     

(d)
the terms and conditions of any Award granted hereunder, including, but not limited to, any vesting or other restrictions based solely on such performance objectives (the “Performance Objectives”);
     

(e)
the treatment of Awards upon an Eligible Person’s retirement, disability, death, termination for cause or other termination of employment or other service;
     

(f)
the fair market value of the Stock on a given date pursuant to a formula or otherwise; provided, however, that if the Committee fails to make a determination, fair market value of the Stock on a given date shall be the closing sale price on a given date, or if no such sale of Stock occurs on such date, the next preceding date on which a sale occurred;



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(g)
that an amount of any dividends declared with respect to the number of shares covered by an Award (i) will be paid to the grantee currently or (ii) will be deferred and deemed to be reinvested or (iii) will otherwise be credited to the grantee, or that the grantee has no rights with respect to such dividends;
     

(h)
whether, to what extent, and under what circumstances Stock and other amounts payable with respect to an Award will be deferred either automatically or at the election of a grantee, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period;
     

(i)
whether to amend the terms of any Award, prospectively or retroactively; provided, however, that no amendment shall impair the rights of the Award holder without his or her written consent; and
     

(j)
whether to substitute new Stock Options for previously granted Stock Options, or for options granted under other plans or agreements, in each case including previously granted options having higher option prices, and the terms and conditions of such new Stock Options.
     
Notwithstanding the foregoing, the Committee shall not be permitted to (A) lower the exercise price per share purchasable under an Stock Option after such Stock Option is granted, (B) cancel a Stock Option when the exercise price per Stock share exceeds the fair market value of a share of Stock in exchange for another Award (other than in connection with  substitute Awards), (C) offer to purchase a Stock Option, at any time when the exercise price per share of Stock exceeds the Fair Market Value of a share of Stock, for a payment in cash in substitution for or upon cancellation of such Stock Option previously granted, or (D) take any other action with respect to a Stock Option that may be treated as a repricing pursuant to the applicable rules of NASDAQ, without approval of the Company's shareholders.
     
3.3
The Committee shall have the right to designate Awards as “Performance Awards.”  The grant or vesting of a Performance Award shall be subject to the achievement of Performance Objectives established by the Committee based on one or more of the following criteria, in each case applied to the Company on a consolidated basis and/or to a business unit, and which the Committee may use as an absolute measure, as a measure of improvement relative to prior performance, or as a measure of comparable performance relative to a peer group of companies; sales, operating profits, operating profits before interest expense and taxes, net earnings, earnings per share, return on equity, return on assets, return on invested capital, total shareholder return, cash flow, debt to equity ratio, market share, stock price, economic value added, and market value added.  The Performance Objectives for a particular Performance Award relative to a particular fiscal year shall be established by the Committee in writing no later than 150 days after the beginning of such year.  The Committee’s determination as to the achievement of Performance Objectives relating to a Performance Objective shall be made in writing.  The Committee shall have discretion to modify the Performance Objective or vesting conditions of a Performance Award.
     
3.4
The Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Chief Executive Officer of the Company, or to any other employee or committee of employees of the Company, in either case to the extent permitted under applicable law, under such conditions and limitations as the Board or the Committee, as applicable, may from time to time establish, except that only the Committee may make any determinations regarding Awards to Eligible Individuals who are subject to Section 16 of the Exchange Act or which by law may not be delegated.
     
3.5
All determinations made by the Committee or the Board pursuant to the provisions of the Plan shall be final and binding on all persons, unless and except to the extent that, in the case of determinations by the Committee, the Board shall have previously directed that all or specified types of determinations of the Committee shall be subject to approval by the Board.
     
3.6
Notwithstanding the foregoing and anything else in the Plan to the contrary, the Board shall have sole authority and power to grant Awards under the Plan to any Director of the Company who is not also an employee of the Company or a Related Company (an “Outside Director”).  With respect to Awards to Outside Directors, (i) the Board shall have sole authority and power to make all determinations contemplated by Section 3.2 above; to interpret the Plan; to adopt, amend, and rescind administrative regulations to further the purposes of the Plan; and to take any other action necessary to the proper operation of the Plan, and (ii) references herein to the “Committee” shall be deemed to be references to the “Board.”
     
3.7
Each Award granted under the Plan shall be evidenced by an Award Agreement between the Company and the recipient of the Award.


2

Section 4.
STOCK SUBJECT TO PLAN
     
4.1
The total number of shares which may be issued pursuant to Awards granted under the Plan shall be 5,000,000 shares of Stock (subject to adjustment as provided below), all of which may be issued pursuant to Incentive Stock Options (as defined below).  Such shares may consist of authorized but unissued shares or treasury shares.  The exercise of a Stock Appreciation Right for cash or the payment of any other Award in cash shall not count against this share limit.
     
4.2
To the extent a Stock Option or Stock Appreciation Right terminates without having been exercised, or an Award terminates without the Award holder having received payment of the Award, or shares awarded are forfeited, the shares subject to such Award shall again be available for issuance in connection with future Awards under the Plan.
     
4.3
No employee shall be granted Stock Options or Stock Appreciation Rights with respect to more than 500,000 shares of Stock under the Plan in any fiscal year (subject to adjustments as provided in Section 4.4). No employee shall be granted Performance Awards (other than Stock Options or Stock Appreciation Rights) with respect to more than 500,000 shares of Stock under the Plan in any fiscal year (subject to adjustment as provided in Section 4.4).
     
4.4
In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Stock, a substitution or adjustment, as may be determined to be appropriate by the Board in its sole discretion, shall be made in the aggregate and type number of shares reserved for issuance under the Plan, the number and type of shares with respect to which Stock Options or Stock Appreciation Rights may be granted to any individual in any fiscal year, the number and type of shares subject to outstanding Awards and the amounts to be paid by Award holders or the Company, as the case may be, with respect to outstanding Awards; provided, however, that no such adjustment shall increase the aggregate value of any outstanding Award.
     
Section 5.
ELIGIBILITY
     
Each individual who is an Eligible Person may be granted Awards under the Plan.  Notwithstanding the foregoing, Incentive Stock Options may only be granted to employees of the Company or any of its parent or subsidiary corporations, as defined in Section 424 of the Code.
     
Section 6.
STOCK OPTIONS
     
6.1
The Stock Options awarded under the Plan may be of two types: (i) Incentive Stock Options within the meaning of Section 422 of the Code or any successor provision thereto; and (ii) Non-Qualified Stock Options; provided, that Eligible Persons who are not employees of the Company or any of its parent or subsidiary corporations, as defined in Section 424 of the Code may only be granted Non-Qualified Stock Options.  To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
     
6.2
Subject to the following provisions, Stock Options awarded to Eligible Persons under the Plan shall be in such form and shall have such terms and conditions as the Committee may determine:
     

(a)
The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee, and may not be less than the fair market value of the Stock on the date of the award of the Stock Option unless such Stock Option complies with the requirements of Section 409A of the Code and solely with respect to a Non-Qualified Stock Option.
     

(b)
Unless determined otherwise by the Committee or set forth in Section 6.3, below, the term of the Stock Option shall be ten years from the date of grant, subject to earlier termination in the event of termination of service.
     

(c)
Stock Options shall be exercisable at such time or times and subject to such terms as shall be determined by the Committee.  The Committee may waive such exercise provisions or accelerate the exercisability of the Stock Option at any time in whole or in part.  Unless determined otherwise by the Committee, all options shall vest 20% on each of the first, second, third, fourth and fifth anniversaries of the grant.


3


(d)
Stock Options may be exercised in whole or in part at any time during the option period by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment of the purchase price.  Payment of the purchase price shall be made in such manner and on such terms as the Committee may provide in the Award, which may include cash (including cash equivalents), delivery of shares of Stock already owned by the optionee or subject to Awards hereunder, “cashless exercise”, any other manner permitted by law determined by the Committee, or any combination of the foregoing.  If the Committee determines that a Stock Option may be exercised using shares of Restricted Stock, then unless the Committee provides otherwise, a number of the shares received upon such exercise equal to the number of shares of restricted Stock so used shall be restricted in accordance with the original terms of the Restricted Stock Award.
     

(e)
An optionee shall not have any rights to dividends nor other rights of a shareholder with respect to shares subject to a Stock Option until the optionee has given written notice of exercise and has paid for such shares.
     

(f)
Unless otherwise provided by the Committee solely with respect to Non-Qualified Stock Options, (i) Stock Options shall not be transferable by the optionee other than by will or by the laws of descent and distribution, and (ii) during the optionee’s lifetime, all Stock Options shall be exercisable only by the optionee or by his or her guardian or legal representative.
     

(g)
Following the termination of an optionee’s employment or other service with the Company or a Related Company, the Stock Option, to the extent then vested, must be exercised upon termination within 30 days of the termination date, unless otherwise provided by the Committee. The Committee may provide different post-termination exercise provisions with respect to termination for different reasons.
     
6.3
Notwithstanding the provisions of Section 6.2, no Incentive Stock Option shall (i) have an option price which is less than 100% of the fair market value of the Stock on the date of the award of the Incentive Stock Option, (ii) be exercisable more than ten years after the date such Incentive Stock Option is awarded, or (iii) be awarded more than ten years after the Effective Date of the Plan specified in Section 16.  Notwithstanding the foregoing, no Incentive Stock Option granted to an employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its parent or subsidiary corporations, as defined in Section 424 of the Code, shall (a) have an option price which is less than 110% of the fair market value of the Stock on the date of award of the Incentive Stock Option or (b) be exercisable more than five years after the date such Incentive Stock Option is awarded.
     
6.4
The aggregate fair market value (determined as of the date the Incentive Stock Option is granted) of the Stock with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the first time by the employee during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed $100,000.
     
Section 7.
STOCK APPRECIATION RIGHTS
     
7.1
A Stock Appreciation Right awarded to an Eligible Person shall entitle the holder thereof to receive payment of an amount, in cash, shares of Stock or a combination thereof, as determined by the Committee, equal in value to the excess of the fair market value of the number of shares of Stock as to which the Award is granted on the date of exercise over an amount, which may not be less than the fair market value of the Stock on the date of the award of the Stock Appreciation Right, specified by the Committee.  Any such Award shall be in such form and shall have such terms and conditions as the Committee may determine.  The grant shall specify the number of shares of Stock as to which the Stock Appreciation Right is granted.


4

Section 8.
RESTRICTED STOCK
     
Subject to the following provisions, all Awards of Restricted Stock to Eligible Persons shall be in such form and shall have such terms and conditions as the Committee may determine:
     

(a)
The Restricted Stock Award shall specify the number of shares of Restricted Stock to be awarded, the price, if any, to be paid by the recipient of the Restricted Stock and the date or dates on which, or the conditions upon the satisfaction of which, the Restricted Stock will vest.  The grant and/or the vesting of Restricted Stock may be conditioned upon the completion of a specified period of service with the Company or a Related Company, upon the attainment of specified Performance Objectives or upon such other criteria as the Committee may determine.

     

(b)
Stock certificates representing the Restricted Stock awarded to an Eligible Person shall be registered in the person’s name, but the Committee may direct that such certificates be held by the Company on behalf of the person.  Except as may be permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered by the recipient until such share has vested in accordance with the terms of the Restricted Stock Award.  At the time Restricted Stock vests, a certificate for such vested shares shall be delivered to the recipient (or his or her designated beneficiary in the event of death), free of all restrictions.
     

(c)
The Committee may provide that the Eligible Person shall have the right to vote or receive dividends on Restricted Stock.  Unless the Committee provides otherwise, Stock received as a dividend on, or in connection with a stock split of, Restricted Stock shall be subject to the same restrictions as the Restricted Stock.
     

(d)
Except as may be provided by the Committee, in the event of a recipient’s termination of employment or other service before all of his or her Restricted Stock has vested, or in the event any conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the Award, the shares of Restricted Stock which have not vested shall be forfeited, and the Committee may provide that (i) any purchase price paid by the recipient shall be returned to the recipient or (ii) a cash payment equal to the Restricted Stock’s fair market value on the date of forfeiture, if lower, shall be paid to the recipient.
     

(e)
The Committee may waive, in whole or in part, any or all of the conditions to receipt of, or restrictions with respect to, any or all of the recipient’s Restricted Stock.
     
Section 9.
DEFERRED STOCK AWARDS
     
Subject to the following provisions, all Awards of Deferred Stock to Eligible Persons shall be in such form and shall have such terms and conditions as the Committee may determine:
     

(a)
 
The Deferred Stock Award shall specify the number of shares of Deferred Stock to be awarded to any Eligible Person and the duration of the period (the “Deferral Period”) during which, and the conditions under which, receipt of the Stock will be deferred.  The Committee may condition the grant or vesting of Deferred Stock, or receipt of Stock or cash at the end of the Deferral Period, upon the attainment of specified Performance Objectives or such other criteria as the Committee may determine.
     

(b)
Except as may be provided by the Committee, Deferred Stock Awards may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period.
     

(c)
At the expiration of the Deferral Period, the recipient (or his or her designated beneficiary in the event of death) shall receive (i) certificates for the number of shares of Stock equal to the number of shares covered by the Deferred Stock Award, (ii) cash equal to the fair market value of such Stock, or (iii) a combination of shares and cash, as the Committee may determine.
     

(d)
In the event of a recipient’s termination of employment or other service before the Deferred Stock has vested, his or her Deferred Stock Award shall be forfeited.
     

(e)
The Committee may waive, in whole or in part, any or all of the conditions to receipt of, or restrictions with respect to, Stock or cash under a Deferred Stock Award in a manner that does not violate the requirements of Section 409A of the Code.
     
Section 10.
BONUS STOCK
     
The Committee may award Bonus Stock to an Eligible Person subject to such terms and conditions as the Committee shall determine, provided no person who is the beneficial owner of 5% or more of the outstanding shares of the Company shall be entitled to receive such an Award.  The grant of Bonus Stock may be conditioned upon the attainment of specified Performance Objectives or upon such other criteria as the Committee may determine.  The Committee may waive such conditions in whole or in part other than with respect to Performance Awards in a manner that does not violate the requirements of Section 409A of the Code.  Unless otherwise specified by the Committee, no money shall be paid by the recipient for Bonus Stock.  Alternatively, the Committee may offer Eligible Persons the opportunity to purchase Bonus Stock at a discount from its fair market value.  The Bonus Stock Award shall be satisfied by the delivery of the designated number of shares of Stock which are not subject to restriction.


5

Section 11.
ELECTION TO DEFER AWARDS
     
Subject to compliance with applicable law, including, without limitation, Section 409A of the Code, the Committee may permit an Eligible Person to elect to defer receipt of an Award for a specified period or until a specified event, upon such terms as are determined by the Board.
     
Section 12.
TAX WITHHOLDING
     
12.1
Each employee shall, no later than the date as of which the value of an Award first becomes includable in such person’s gross income for tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any federal, state, local or other taxes of any kind required by law to be withheld with respect to the Award.  The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company (and, where applicable, any Related Company), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the employee.
     
12.2
To the extent permitted by the Committee, and subject to such terms and conditions as the Committee may provide, an employee may elect to have the withholding tax obligations, or any additional tax obligation with respect to any Awards hereunder, satisfied by (i) having the Company withhold shares of Stock otherwise deliverable to such person with respect to the Award (not in excess of the statutory minimum withholding requirement) or (ii) delivering to the Company shares of unrestricted Stock.  Alternatively, the Committee may require that a portion of the shares of Stock otherwise deliverable be applied to satisfy the withholding tax obligations with respect to the Award.
     
Section 13.
AMENDMENT AND TERMINATION
     
The Board may discontinue the Plan at any time and may amend it from time to time.  No amendment or discontinuation of the Plan shall adversely affect any Award previously granted without the Award holder’s written consent.  Amendments may be made without shareholder approval except as required to satisfy applicable law or exchange requirements, including Section 422 of the Code.
     
Section 14.
CHANGE OF CONTROL
     
14.1
In the event of a Change of Control, if and only to the extent provided in any employment or other agreement between the holder and the Company or any Related Entity, or in any Award Agreement, or to the extent otherwise determined by the Committee in its sole discretion and without any requirement that each holder be treated consistently:
     

(a)
outstanding Stock Options and outstanding Stock Appreciation Rights (including Limited Stock Appreciation Rights) awarded under the Plan may become fully exercisable and vested;
     

(b)
the restrictions and deferral limitations applicable to any outstanding Restricted Stock and Deferred Stock Awards under the Plan may lapse and such shares and Awards may be deemed fully vested; and
     

(c)
The Committee may, in its discretion and upon at least ten days advance notice to the affected persons, cancel any outstanding Awards, and pay to the holders thereof within five business days of such event, in cash, the value of such Awards based upon the highest price per share of Company Common Stock received or to be received by shareholders of the Company in connection with the Change in Control (which in the case of Stock Options or Stock Appreciation Rights shall be deemed to be equal to the difference, if any, of such highest price and the exercise or base price thereof multiplied by the number of shares of Stock subject thereto), provided that, with respect to any Award that constitutes a deferral of compensation within the meaning of Section 409A of the Code that is so cancelled, settlement of such Award may only be accelerated if such Change of Control constitutes a change in control event within the meaning of Section 409A of the Code.


6

14.2
A “Change of Control” shall be deemed to occur subsequent to the date of the Plan on:
     

(a)
the date that any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (other than the Company and its subsidiaries or any director or officer of the Company as determined immediately prior to that date) has become the beneficial owner, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the Securities Exchange Act of 1934) of securities of the Company representing more than 50% of the total combined voting power of all classes of stock of the Company having the right under ordinary circumstances to vote at an election of the Board, unless such person has purchased or acquired 80% or more of such securities directly from the Company;
     

(b)
the date on which a majority of the members of the Board shall consist of persons other than Current Directors (for these purposes, a “Current Director” shall mean a member of the Board on the effective date of the Plan, as well as any member of the Board whose nomination or election has been approved by a majority of the Current Directors then on the Board);
     

(c)
consummation of a merger or consolidation of the Company with another corporation where the Company is not the surviving entity and where (i) the shareholders of the Company, immediately prior to the merger or consolidation, (A) do not exchange their shares of the Company for new company stock, pursuant to the merger or consolidation, or (B) would not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all shareholders of the corporation issuing cash or securities in the merger or consolidation would be entitled in the election of directors, or (ii) (A) the members of the Board, immediately prior to the merger or consolidation, or (B) the Current Directors, would not, immediately after the merger or consolidation, constitute a majority of the Board of Directors of the corporation issuing cash or securities in the merger; or
     

(d)
consummation of an agreement providing for the sale or disposition of all or substantially all of the assets of the Company.
     
Section 15.
GENERAL PROVISIONS
     
15.1
Each Award under the Plan shall be subject to the requirement that, if at any time the Company shall determine that (i) the listing, registration or qualification of the Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body or (iii) an agreement by the recipient of an Award with respect to the disposition of Stock is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the granting of such Award or the issuance, purchase or delivery of Stock thereunder, such Award shall not be granted or exercised, in whole or in part, unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Company.
     
15.2
Nothing set forth in this Plan shall prevent the Company from adopting other or additional compensation arrangements.  Neither the adoption of the Plan nor any Award hereunder shall confer upon any Award recipient any right to continued employment or other service in any capacity.
     
15.3
Determinations by the Committee under the Plan relating to the form, amount, and terms and conditions of Awards need not be uniform, and may be made selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not such persons are similarly situated.
     
15.4
No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made with respect to the Plan, and all members of the Board or the Committee and all officers or employees of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
     
15.5
This Plan shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.


7

Section 16.
EFFECTIVE DATE OF PLAN
     
The Plan shall become effective upon the date of its adoption by the Board (the “Effective Date”), in each case subject to the approval by the Company’s shareholders within twelve months of the date of such adoption.
     
Section 17.
DURATION
     
Unless terminated earlier by the Board, the Plan shall terminate ten years from the Effective Date.


8






EXHIBIT 10.2

PASSUR AEROSPACE, INC.

2019 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

FOR

[  insert name of optionee here  ]
Agreement
1.   Grant of Option .  PASSUR Aerospace, Inc. (the “ Company ”) hereby grants, as of _________________ (the “ Date of Grant ”), to ________________   (the “ Optionee ”) an option (the “ Option ”) to purchase up to ___________ shares of the Company’s common stock, $0.01 par value per share (the “ Shares ”), at an exercise price per share equal to $__________[ must be 100% of FMV as of Date of Grant, or 110% of FMV in the case of a 10% owner ] (the “ Exercise Price ”).  The Option shall be subject to the terms and conditions set forth herein.  The Option is being granted pursuant to the Company’s 2019 Stock Incentive Plan (the “ Plan ”), which is incorporated herein for all purposes.  The Option is an Incentive Stock Option, and not a Non-Qualified Stock Option.  The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.
 
2.   Definitions.   Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.
 
3.   Exercise Schedule.
 
(a)   Except as otherwise provided in Sections 3(b) and 6 of this Agreement, or in the Plan, the Option is exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a percentage of Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each date (the “ Vesting Date ”) upon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Continuous Service (as defined below) of the Optionee continues through and on the applicable Vesting Date:

Percentage of Shares
Vesting Date
20%
 
20%
 
20%
 
20%
 
20%
 
 
Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Upon the termination of the Optionee’s Continuous Service, any unvested portion of the Option shall terminate and be null and void.

(b)   Notwithstanding anything to the contrary herein or in the Plan, upon a Change of Control of the Company during the Optionee’s Continuous Service with the Company and its Related Entities, the unvested portion of the Option shall immediately vest, in full, as of the date of such Change of Control.
 
4.   Method of Exercise.   The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan.  Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company.  The written notice shall be accompanied by payment of the Exercise Price.  This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee in its sole discretion have been made for Optionee’s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements.  No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded.
 
5.   Method of Payment .    Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:  (a) cash; (b) check; (c) to the extent permitted by the Committee, with Shares owned by the Optionee, or the withholding of Shares that otherwise would be delivered to the Optionee as a result of the exercise of the Option; or (d) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes.
 
6.   Termination of Option .
 
(a)   General.  Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:
 
(i)   unless the Committee otherwise determines in writing in its sole discretion, ninety (90) days after the date on which the Optionee’s Continuous Service is terminated other than by reason of (A) by the Company or a Related Company for Cause, (B) a Disability of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) the death of the Optionee;
 
(ii)   immediately upon the termination of the Optionee’s Continuous Service by the Company or a Related Company for Cause;
 
(iii)   twelve months after the date on which the Optionee’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee;
 
(iv)   twelve months after the date of termination of the Optionee’s Continuous Service by reason of the death of the Optionee;
 
(v)     the tenth anniversary of the date as of which the Option is granted; or
 
(vi)   immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or any of their respective officers, directors or shareholders.
 
(b)   Definitions.   For purposes of this Agreement, the following terms shall have the meanings indicated:
 
(i)   “ Cause ” shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Optionee and the Company or a Related Company or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (A) the failure by the Optionee to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Company, (B) any violation or breach by the Optionee of his or her employment, consulting or other similar agreement with the Company or a Related Company, if any, (C) any violation or breach by the Optionee of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Company, (D) any act by the Optionee of dishonesty or bad faith with respect to the Company or a Related Company, (E) use of alcohol, drugs or other similar substances in a manner that adversely affects the Optionee’s work performance, or (F) the commission by the Optionee of any act, misdemeanor, or crime reflecting unfavorably upon the Optionee or the Company or any Related Company.  The good faith determination by the Committee of whether the Optionee’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.
 
(ii)   “ Continuous Service ” means the uninterrupted provision of services to the Company or any Related Company in any capacity of employee, director, consultant or other service provider.  Continuous Service shall not be considered to be interrupted in the case of (a) any approved leave of absence (including, without limitation, sick leave, military leave, or any other authorized personal leave), (b) transfers among the Company, any Related Companies, or any successor entities, in any capacity of employee, director, consultant or other service provider, or (c) any change in status as long as the individual remains in the service of the Company or a Related Company in any capacity of employee, director, consultant or other service provider.
 
(iii)   “ Disability ” means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.
 
7.   Transferability .  Unless otherwise determined by the Committee, the Option granted hereby is not transferable otherwise than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable only by the Optionee, or the Optionee’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
 
8.   No Rights of Stockholders.   Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.
 
9.    No Right to Continued Employment .  Neither the Option nor this Agreement shall confer upon the Optionee any right to continued employment or service with the Company.
 
10.   Law Governing .  This Agreement shall be governed in accordance with and governed by the internal laws of the State of New York.
 
11.   Incentive Stock Option Treatment .  The terms of this Option shall be interpreted in a manner consistent with the intent of the Company and the Optionee that the Option qualify as an Incentive Stock Option under Section 422 of the Code.  If any provision of the Plan or this Agreement shall be impermissible in order for the Option to qualify as an Incentive Stock Option, then the Option shall be construed and enforced as if such provision had never been included in the Plan or the Option.  If and to the extent that the number of Options granted pursuant to this Agreement exceeds the limitations contained in Section 422 of the Code on the value of Shares with respect to which this Option may qualify as an Incentive Stock Option, this Option shall be a Non-Qualified Stock Option.
 
12.   Interpretation / Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted by the Committee as may be in effect from time to time. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Optionee accepts the Option subject to all of the terms and provisions of the Plan and this Agreement.  The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement, unless shown to have been made in an arbitrary and capricious manner.
 
13.   Notices .  Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary at One Landmark Square, 19 th Floor, Stamford, CT 06901, or if the Company should move its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.
 
[ remainder of page intentionally left blank ]
 
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the ___ day of ________________, 20___.

COMPANY:
PASSUR Aerospace, Inc.
 
By: __________________________
Louis J. Petrucelly
  Chief Financial Officer
 
The Optionee acknowledges receipt of a copy of the Plan and represents that he or she has reviewed the provisions of the Plan and this Agreement in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the terms and provisions of the Plan and the Agreement.  The Optionee further represents that he or she has had an opportunity to obtain the advice of counsel prior to executing this Agreement.
 
Dated:_________________________                          OPTIONEE :
 
By: ________________________________
      [                                                               ]