INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2006 EQUITY INCENTIVE PLAN

EXHIBIT 10.24

WIRELESS RONIN TECHNOLOGIES, INC.

INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO 2006 EQUITY INCENTIVE PLAN

     THIS OPTION AGREEMENT is entered into by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”), and ___ (the “Optionee”) pursuant to the Company’s 2006 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

W I T N E S S E T H:

      Nature of the Option . This Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended.

      Grant of Option . Pursuant to the provisions of the Plan, the Company grants to the Optionee, subject to the terms and conditions of the Plan and to the terms and conditions herein, the right and option to purchase from the Company all or a part of an aggregate of ___ (     ) shares of the Company’s Common Stock (the “Shares”) at the purchase price per share equal to $___.

      Terms and Conditions . The Option is subject to the following terms and conditions:

      Expiration Date . This Option shall expire five years after the date of grant specified above.

      Exercise of Option . Subject to the Plan and the other terms of this Agreement regarding the exercisability of this Option, if Optionee is employed by the Company on each of the following dates, this Option shall be exercisable cumulatively, as follows: (i) ___ Shares on the date hereof; (ii) ___ Shares on ___; (iii) ___ Shares on ___; and (iv) ___ Shares on ___. Any exercise shall be accompanied by a written notice to the Company specifying the number of shares of Stock as to which the Option is being exercised. Notation of any partial exercise shall be made by the Company on Schedule I hereto. This Option may not be exercised for a fraction of a Share, and must be exercised for no fewer than one hundred (100) shares of Stock, or such lesser number of shares as may be vested.

      Payment of Purchase Price Upon Exercise . At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

      Acceleration of Option Upon Change in Control . In the event of a Change in Control the provisions of Section 3(b) hereof pertaining to vesting shall cease to apply and this Option shall become immediately vested and fully exercisable with respect to all Shares; provided, however, that unless otherwise provided by the Committee, the provisions of this Subsection 3(d) shall not apply unless the Optionee has been employed by the Company for a period of at least one year. No acceleration of vesting shall occur under this Subsection 3(d) in the event a surviving corporation or its parent assumes this Option or in the event the surviving corporation or its parent substitutes an option agreement with substantially the same economic terms as provided in this Agreement. Nothing in this Subsection 3(d) shall limit the Committee’s authority to cancel this Option in accordance with Section 6 hereof. Notwithstanding the provisions of this Section 3(d), in the event of a Change in Control of the Company, the Committee, in its sole discretion may, without the consent of Optionee, determine that Optionee will receive, with

respect to some or all of the shares of Common Stock subject to this Option, as of the effective date of any Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value of such Shares immediately prior to the effective date of such Change in Control of the Company over the exercise price per share of such options and that with respect to any granted and outstanding Option, the Fair Market Value of which is less than or equal to the exercise price per share of such Option as of the effective date of such Change in Control and that the Option therefor shall terminate as of the effective date of the Change in Control. If the Committee makes such determination, then as of the effective date of any such Change in Control of the Company, such Options will terminate as to such shares and Optionee will only have the right to receive such cash payment. If the Committee makes such determination, the Option will terminate, become void and expire as to all unexercised shares of Common Stock subject to such Option on such date and Optionee will have no further rights with respect to the Option.

      Subject to Lock Up . Optionee understands that the Company at a future date may file a registration or offering statement (the “Registration Statement”) with the Securities and Exchange Commission to facilitate an underwritten public offering of its securities. The Optionee agrees, for the benefit of the Company, that should such an underwritten public offering be made and should the managing underwriter of such offering require, the undersigned will not, without the prior written consent of the Company and such underwriter, during the Lock Up Period as defined herein: sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of this Option or any of the Shares acquired upon exercise of this Option during the Lock Up Period; or sell or grant, or agree to sell or grant, options, rights or warrants with respect to any of the Shares acquired upon exercise of this Option. The foregoing does not prohibit gifts to donees or transfers by will or the laws of descent to heirs or beneficiaries provided that such donees, heirs and beneficiaries shall be bound by the restrictions set forth herein. The term “Lock Up Period” shall mean the period (not to exceed 12 months) during which Company officers and directors are restricted by the managing underwriter from effecting any sales or transfers of the Shares. The Lock Up Period shall commence on the effective date of the Registration Statement.

      Not An Employment Contract . The Option will not confer on the Optionee any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Optionee’s employment or other service at any time.

      No Rights as Shareholder . The Optionee shall have no rights as a shareholder of the Company with respect to any Shares prior to the date of issuance to the Optionee of a certificate for such Shares.

      Compliance with Law and Regulations . This Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject to all applicable laws, rules and regulations (including, but not limited to, federal securities laws) and to such approvals by any government or regulatory agency as may be required. This Option shall not be exercisable, and the Company shall not be required to issue or deliver any certificates for Shares of Stock prior to the completion of any registration or qualification of such Shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. Moreover, this Option may not be exercised if its exercise or the receipt of Shares of Stock pursuant thereto would be contrary to applicable law.

      Withholding . All deliveries and distributions under this Agreement are subject to withholding of all applicable ta