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





(e)   On March 25, 2020, the Board of Directors of Image Sensing Systems, Inc.
      (the "Company") approved an Executive 2020 Compensation Plan (the "2020
      Plan") for Chad A. Stelzig, the Company's President and Chief Executive
      Officer, and Frank G. Hallowell, the Company's Chief Financial Officer.

      Under the 2020 Plan, Chad A. Stelzig will receive an annual salary of
      $260,000, and Mr. Hallowell will receive an annual salary of $220,000, both
      of which are the same as their annual compensation for 2019 (which was
      annualized in the case of Mr. Hallowell, who became Chief Financial Officer
      on April 29, 2019).  In addition, the 2020 Plan includes target cash bonuses
      for Mr. Stelzig and Mr. Hallowell if the Company achieves performance
      criteria for 2020 set by the Company's Board of Directors, although the
      dollar amount of the bonuses cannot be determined at this time.






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