RESTRICTED STOCK AWARD

RESTRICTED STOCK AWARD AGREEMENT dated as of ____________ , between Wireless Ronin Technologies, Inc., a Minnesota corporation (the "Corporation"), and ____________ , an _______ of the Corporation (the "Holder").

WHEREAS, _____________________;

WHEREAS, the Board of Directors of the Corporation has established and the shareholders have approved the Corporation's 2006 Equity Incentive Plan (the "Plan"); and

WHEREAS, the Compensation Committee of the Board of Directors of the Corporation (the "Committee"), in accordance with the provisions of the Plan, has determined that the Holder is entitled to a Restricted Stock Award under the Plan;

NOW, THEREFORE, in consideration of the foregoing and the Holder's acceptance of the terms and conditions hereof, the parties hereto have agreed, and do hereby agree, as follows:

1.   Grant; Shares .  The Corporation hereby grants to the Holder, as a matter of separate agreement and not in lieu of salary or any other compensation for services, ______ shares of Common Stock of the Corporation on the terms and conditions herein set forth (the "Restricted Shares").

2.   Rights During Restriction Period .  The certificates representing the Restricted Shares shall be registered in the name of a nominee for the benefit of the Holder and retained in the custody of the Corporation until such time as they are delivered to the Holder or forfeited to the Corporation in accordance with the terms hereof  (the "Restriction Period").  During the Restriction Period, the Holder will be entitled to vote the Restricted Shares.  In addition, any dividends paid on the Restricted Shares shall, at the option of the Corporation, either be (a) paid to the Holder in cash as additional compensation, or (b) invested in additional shares of Common Stock held in custody for the Holder, subject to the same restrictions as the Restricted Shares, and to be delivered with the Restricted Shares.  Such additional shares of Common Stock shall be deemed to be included in the definition of "Restricted Shares".

3.   Delivery of the Restricted Shares; Vesting .  If the Holder is an employee, then he or she shall have been continuously in the employment of the Corporation through the close of business on _________, and _______________________________________, the Corporation shall deliver to the Holder at that time a certificate, registered in the name of the Holder and free of restrictions hereunder, representing the total number of Restricted Shares granted to the Holder pursuant to this Agreement.  No payment shall be required from the Holder in connection with any delivery to the Holder of shares hereunder.

4.   Events Causing Delivery/Vesting .  In the event of the termination of the Holder's employment with the Corporation by reason of (a) the Holder's Retirement at a time when the Holder is at least 55 years of age, if Corporation approved, (b) the death of the Holder, (c) Holder’s employment with the Corporation is terminated by the Corporation without “Cause” as defined in his or her Employment Agreement with the Corporation, or (d) if Holder dies and if there then remain any undelivered Restricted Shares subject to restrictions hereunder, then such restrictions shall be deemed to have lapsed and the certificates for the remaining Restricted Shares shall forthwith be delivered to the Holder (or the legatees under the last will of the Holder, or to the personal representatives or distributees of the Holder).

5.   Disability; Vesting .  In the event of the termination of the Holder's employment or other relationship with the Corporation by reason of the permanent and total disability of the Holder (within the meaning of Section 22(e)(3) of the Code), and if there then remain any undelivered Restricted Shares subject to restrictions hereunder, then the Restricted Shares shall continue to vest until such restrictions shall be deemed to have lapsed.

6.   Key Holder .  Should the Holder be a key employee as that term in defined in Section 416 of the Internal Revenue Code, any payment hereunder resulting from termination of employment pursuant to Section 4 or 5 shall be deferred until the later of six months from the date of the Holder's termination of employment or the date all restrictions applying to this award lapse.

7.   Termination of Employment; Forfeiture .  Except as provided in Sections 4 and 5, if the Holder ceases to be an employee of the Corporation during the Restriction Period, if an employee, or otherwise terminates his or her relationship with the Corporation, then the Restricted Shares to which the Holder has not theretofore become entitled pursuant to Section 3 shall be forfeited, and all rights of the Holder in and to such Restricted Shares shall lapse.  In addition, the Committee shall from time to time determine in its sole discretion wh