Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is entered into as of the 15th day of June, 2015, by and between Akoustis Technologies,
Inc. a Nevada corporation, with a business address of 9805 Northcross Center Court, Suite H, Huntersville, NC 28078 (the “Company”)
and Cindy C. Payne, an individual with a residence address of 831 McGregor Drive, Concord, NC 28025 (the “Executive”).


 


INTRODUCTION


 


WHEREAS, the Company
is in the business of developing, designing and “fabless” manufacturing of RF filters for use in mobile and wearable
devices (the “Business”);


 


WHEREAS, the Company
wishes to employ the Executive under the title and capacity set forth on Schedule A attached hereto and incorporated herein
by reference; and


 


WHEREAS, the Executive
desires to be employed by the Company in such capacity, subject to the terms of this Agreement;


 


AGREEMENT 


 


NOW, THEREFORE, in
consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


		1.	Employment Period and Place of Performance



 


1.1.          Employment
Period. The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence upon the date hereof (the “Effective Date”) and shall continue for a period of two (2) years
from the Effective Date. Thereafter, the Employment Period shall automatically renew for successive periods of one (1) year each,
unless either party shall have given to the other written notice at least thirty (30) days prior to the end of the Employment Period
or the then applicable renewal term, as the case may be, of his, her or its intention not to renew the Executive’s employment..
The Employment Period may be sooner terminated by either party in accordance with provisions of Section 5 below.


 


1.2           Place
of Performance. The principal place of employment of Executive shall be at the Company’s headquarters in Huntersville,
NC, provided that Executive may perform his or her service at any other location where the Company now or hereafter has a business
facility and at any other location where Executive’s presence is necessary to perform his or her duties. The parties acknowledge
that the Executive may be required to travel in connection with the performance of his or her duties hereunder.


 



    	 



    	 



    

 


		2.	Employment; Duties



 


2.1.          Position
and Duties. Subject to the terms and conditions set forth herein, the Company hereby employs the Executive to act for the Company
during the Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment.
The duties and responsibilities of the Executive shall include such duties and responsibilities as are appropriate to such office
and as are normally associated with and appropriate for such position and as the Company’s Board of Directors (the “Board”)
may from time to time reasonably assign to the Executive, including, without limitation, the duties and responsibilities set forth
on Schedule A hereto.


 


2.2. Devotion of
Time and Effort


 


(a)          Executive
recognizes that during the period of Executive’s employment hereunder Executive owes an undivided duty of loyalty to the
Company, and Executive will use Executive’s good faith efforts and judgment in performing Executive’s duties required
hereunder to promote and develop the business of the Company and its subsidiaries (the Company’s subsidiaries from time to
time, together with any other affiliates of the Company, the “Affiliates”). Executive shall devote all of Executive’s
business time, attention and skills to the performance of Executive’s services as an executive of the Company. Recognizing
and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill
pertaining thereto, Executive shall perform the Executive’s duties under this Agreement professionally, in accordance with
all material, applicable laws, rules and regulations and such reasonable standards, policies and procedures established by the
Company and the industry from time to time.


 


(b)          Notwithstanding
the foregoing, the parties agree that: (i) Executive may devote a reasonable amount of his or her time to civic, community, or
charitable activities; (ii) Executive may serve as a director (or in a similar capacity) of other corporations (or other entities),
provided that any such and such directorship or similar position is approved in advance by the Board; (iii) Executive may participate
as an investor in other companies and projects as disclosed by Executive to, and approved by, the Board, so long as Executive’s
responsibilities with respect thereto do not conflict or interfere with the faithful performance of his or her duties to the Company;
and (iv) Executive may engage in the other outside activities set forth in Schedule B hereto.


 


		3.	Compensation



 


3.1. Base Salary. The
Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated on Schedule
A hereto (the “Base Salary”) payable in U.S. dollars in bi-weekly installments in accordance with the Company’s
customary payroll practices. The Base Salary may be increased or decreased on each anniversary of the Effective Date, at the Board’s
sole discretion; provided, however, that any decrease must be communicated to the Executive reasonably in advance of the date by
which notice must be given of intent not to renew.


 




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3.2. Annual Bonus.


 


(a) The Executive shall
be eligible to receive an annual cash bonus (the “Annual Bonus”) as set forth in Schedule A of up to
fifty percent (50%) of the then applicable Base Salary, payable in U.S. dollars within ten (10) days of the filing with the Securities
and Exchange Commission (the “SEC”) of the Company’s annual report on Form 10-K. The Executive’s Annual
Bonus (if any) shall be in such amount (up to the limit stated above) as the Board may determine in its sole discretion. The Board
may or may not determine that all or any portion of the Annual Bonus shall be earned upon the achievement of operational, financial
or other milestones (“Milestones”) established by the Board in consultation with the Executive and that all
or any portion of any Annual Bonus shall be paid in cash, securities or other property.


 


(b) The Executive shall
be eligible to participate in any other bonus or incentive program established by the Company for executives of the Company.


 


3.3. Equity Incentive
Awards. Upon the Effective Date, the executive shall be entitled to receive the equity incentive awards under the Company’s
2015 Equity Incentive Plan specified on Schedule A attached hereto. The Executive may be entitled to receive additional
stock options or other equity incentive awards under the Company’s 2015 Equity Incentive Plan as and when determined by the
Board. Any and all shares of stock, options, restricted stock units and other equity awards granted to or owned by the Executive
will be subject to the share ownership guidelines and insider trading and blackout policies adopted from time to time by the Board
for senior executives of the Company and will also be subject to applicable holding periods and transaction reporting requirements
under applicable securities laws.


 


		4.	Benefits



 


4.1. Benefit Plans.
In addition to the other compensation payable to the Executive hereunder, and except as otherwise set forth herein, the Executive,
during the Employment Period, shall be entitled to participate in all pension, profit sharing, retirement savings plan, 401K or
other similar benefit, medial, disability and other employee benefit plans and programs generally provided by the Company to its
senior staff from time to time hereafter, as the same may be adopted and/or amended from time to time (the “Benefits”).
The Executive shall be bound by all of the policies and procedures relating to Benefits established by the Company from time to
time.


 


4.2. Vacation; Personal
Days. During the Employment Period, the Executive shall be entitled to an annual vacation of such duration as set forth in
Schedule A. The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior
executives, as determined by the Board.


 


4.3 Expense Reimbursement.
The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses (“Reimbursable
Expenses”) incurred or paid by the Executive during the Employment Period in the performance of Executive’s services
under this Agreement on a basis consistent with the Company’s other senior executives, as determined by the Board, provided
that the Executive furnishes to the Company appropriate documentation required by the Internal Revenue Code and/or other taxing
authorities in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the
Company may from time to time reasonably request.


 




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		5.	Termination; Change of Control



 


5.1.
Employment “at will”; Termination. The Executive’s employment
with the Company shall be entirely “at-will,” meaning that either the Executive or the Company may terminate such employment
relationship by terminating this Agreement in writing delivered to the other party at any time for any reason or for no reason
at all, subject, however, to the following. The Executive’s right to compensation for periods after the date his or her employment
with the Company terminates shall be determined in accordance with the provisions of paragraphs (a) through (e) below:


 


(a)     Voluntary
Resignation; Termination without Cause.


 


(i)    Voluntary
Resignation. The Executive may terminate his or her employment at any time upon thirty (30) days prior written
notice to the Company. In the event of the Executive’s voluntary termination of employment other than for Good Reason (as
defined below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections
3.1. or 3.2. above, or except as otherwise required by this Agreement or by applicable law, to provide the Benefits described in
Section 4 above for periods after the date on which the Executive’s employment with the Company terminates due to the Executive’s
voluntary resignation, except for the payment of the Executive’s Base Salary accrued through the date of such resignation.


 


(ii)    Termination
without Cause. 


 


(A)    If
the Executive’s employment is terminated by the Company without Cause (as defined below): (1) the Company shall (x) continue
to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the
end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved
or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s
bonus for the current Employment Period, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment
Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company,
and (z) pay any other accrued compensation and Benefits, and the Executive shall continue to receive all Benefits (either through
the Company or an Affiliate) during the Severance Period, provided the Executive was participating in the applicable plan or program
immediately prior to the termination of his employment, to the extent permitted under the terms of such plan or program as of the
date of termination; and (2) any of the Executive’s unvested stock options or other equity awards granted by the Company
shall automatically vest upon the Executive’s termination without Cause. The Executive shall have no further rights under
this Agreement or otherwise to receive any other compensation or Benefits after such termination of employment.


 




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(B)    If,
following a termination of employment without Cause, it is conclusively determined by a court that the Executive has breached the
provisions of Sections 6.1, 6.2, 6.3 or 8 hereof, the Executive shall not be eligible, as of the date of such breach (as determined
by the court), for the payments and Benefits described in Section 5.1(a)(ii)(A) above, and any and all obligations and agreements
of the Company with respect to such payments shall thereupon cease.


 


(b)          Discharge
for Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause”
if any of the following events shall occur:


 


(i)          any
act or omission that constitutes a material breach by the Executive of any of his or her obligations under this Agreement;


 


(ii)         the
willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him or her
as an employee of the Company;


 


(iii)        the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty
or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv)        the
Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement),
violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that
is injurious to the Company or any of its Affiliates;


 


(v)         the
Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


 


(vi)        the
Executive’s refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion
of legal counsel, illegal or in violation of applicable regulations;


 


(vii)       any
other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates; or


 


(viii)      the
Executive’s breach of his or her obligations under Section 6.1, 6.2, 6.3 or 8 hereof.


 


In the event Executive is terminated
for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Sections 3.1.
or 3.2., or, except as otherwise required by law, to provide the Benefits described in Section 4, for periods after the Executive’s
employment with the Company is terminated on account of the Executive’s discharge for Cause except for the Executive’s
then applicable Base Salary accrued through the date of such termination.


 




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(c)          Disability.
The Company shall have the right, but shall not be obligated to terminate the Executive’s employment hereunder in the
event the Executive becomes disabled such that he or she is unable to discharge his or her duties to the Company for a period of
ninety (90) consecutive days, or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period (unless longer
periods are required under applicable local labor regulations) (a “Permanent Disability”). In the event of a
termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive
in an amount equal to the then applicable Base Salary for the Severance Period (as defined below), payable in the form of salary
continuation for the applicable Severance Period after the Executive’s employment with the Company is terminated due to a
Permanent Disability. The Executive shall continue to receive all Benefits (either through the Company or an Affiliate) during
the Severance Period. With respect to the Annual Bonus, to the extent the Milestones are achieved or, in the absence of Milestones,
the Board has, in its sole discretion, otherwise determined an amount for the Executive’s bonus for the current Employment
Period, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual
Bonus would have been payable to the Executive had the Executive remained employed by the Company. Any of the Executive’s
unvested stock options or other equity awards granted by the Company shall automatically vest upon the Executive’s termination
due to a Permanent Disability. A determination of a Permanent Disability shall be made by a physician satisfactory to both the
Executive and the Company; provided, however, that if the Executive and the Company do not agree on a physician,
the Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose
determination as to a Permanent Disability shall be binding on all parties.


 


(d)          Death.
If the Executive dies during the Employment Period, the Executive’s employment and this Agreement shall terminate on
the date of his or her death, provided, however that, the Executive’s beneficiary (as indicated in writing by the Executive
to the Company), or, if no such beneficiary has been designated, the Executive’s estate shall be entitled to compensation
and payment for any unreimbursed expenses occurred, accrued but unpaid then current Base Salary, Annual Bonus and other accrued
but unpaid employee benefits as provided in the Agreement, in each case through the date of death. The Company shall have no obligation
to make other payments to the Executive’s beneficiary or the Executive’s estate, as the case may be, except as otherwise
required by law after the date of the Executive’s death.


 




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(e)          Termination
for Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In the event of termination under
this paragraph (e), the Company shall pay to the Executive severance in an amount equal to the Executive’s then applicable
Base Salary for a period equal to the number of months set forth on Schedule A hereto (the “Severance Period”),
subject to the Executive’s continued compliance with Sections 6.1, 6.2, 6.3 and 8 of this Agreement, payable in the form
of salary continuation for the applicable Severance Period following the Executive’s termination, and subject to the Company’s
regular payroll practices and required withholdings. Such severance shall be reduced by any cash remuneration paid to the Executive
because of the Executive’s employment or self-employment during the Severance Period. The Executive shall continue to receive
all Benefits (either through the Company or an Affiliate) during the Severance Period. With respect to the Annual Bonus, to the
extent the Milestones are achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined
an amount for the Executive’s bonus for the current Employment Period, pay the Executive a pro rata portion of the Annual
Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive
remained employed by the Company. Any of the Executive’s unvested stock options or other equity awards granted by the Company
shall automatically vest upon the Executive’s termination for Good Reason. The Executive shall have no further rights under
this Agreement or otherwise to receive any other compensation or Benefits after such resignation. For the purposes of this Agreement,
“Good Reason” shall mean any of the following (without Executive’s express written consent):


 


(i)     the
removal of the Executive from his position as set forth on Schedule A and/or assignment to the Executive of duties that
are significantly different from, and that result in a substantial diminution of, the duties that he or she assumed on the Effective
Date;


 


(ii)    removal
of the Executive from his or her position as indicated on Schedule A hereto, or the assignment to the Executive of
duties that are significantly different from, and that result in a substantial diminution of, the duties that he or she assumed
under this Agreement, within twelve (12) months after a Change of Control (as defined below);


 


(iii)   a
reduction by the Company in the Executive’s then applicable Base Salary or other compensation of more than twenty percent
(20%), unless said reduction is pari passu with other senior executives of the Company ;


 


(iv)    the
taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s Benefits (with
materiality being agreed to be a more than twenty percent (20%) reduction of the costs of the Executive’s then-current benefits),
unless said reductions are pari passu with other senior executives of the Company; 


 


(v)     a
breach by the Company of any material term of this Agreement that is not cured by the Company within thirty (30) days following
receipt by the Company of written notice thereof; or


 


(vi)  the requirement
by the Company that Executive’s principal place of employment move from North Carolina.


 


(f)          Notice
of Termination.    Any termination of employment by the Company or the Executive shall be communicated
by a written “Notice of Termination” to the other party hereto given in accordance with Section 9.4. of this Agreement.
In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination
provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of
termination. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company, respectively, hereunder
or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s
or the Company’s rights hereunder.


 




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(g)          Resignation
from Directorships and Officerships.    The termination of the Executive’s employment for any reason
will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with
the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect
to any employee benefit plans or trusts established by the Company. The Executive agrees that
this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable
law.


 


5.2. Change of Control.
For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following:
(i) the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
50% or more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company
in which the Company does not survive as an independent company or upon the consummation of which the holders of the Company’s
outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding equity securities of the
Company after such merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company; provided,
however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions
of common stock or securities convertible into common stock directly from the Company, or (B) any acquisition of common stock or
securities convertible into common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.


 




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		6.	Certain Covenants of the Executive



 


6.1. Ownership of
Work Products. The Executive acknowledges that all inventions, innovations, patents, patent applications, improvements, know-how,
plans, development, methods, designs, specifications, software, drawings, mask works, know-how, methods, analyses, research, reports
and all similar or related property or information (whether or not patentable or reduced to practice) which relate to any of the
Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive
during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work
Product”), belong to the Company or its Affiliates, as applicable. Any copyrightable work falling within the definition
of Work Product shall be deemed a “work made for hire” and ownership of all right title and interest shall rest in
the Company. The Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by law, all right, title
and interest in the Work Product, on a worldwide basis, to the Company to the extent ownership of any such rights does not automatically
vest in the Company under applicable law. The Executive will promptly disclose any such Work Product to the Company and perform
all actions requested by the Company (whether during or after employment) to establish and confirm ownership of such Work Product
by the Company (including, without limitation, assignments, consents, powers of attorney and other instruments).


 


6.2. Confidentiality.


 


(a)          The
Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information,
whether such information is written, oral, electronic or graphic.


 


(b)          For
purposes of this Agreement, “Confidential Information” means information, which is used in the business of the
Company or its Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the
Company or its Affiliates some competitive business advantage or the opportunity of obtaining such advantage or the disclosure
of which could be detrimental to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information
by the Company or its Affiliates, is known by the Executive to be considered confidential by the Company or its Affiliates, or
from all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company
or its Affiliates, or (iv) is not generally known by non-Company personnel. Such Confidential Information includes, without
limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or
designated as confidential):


 


(i)     internal
personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics, services,
prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner
and methods of conducting the business of the Company or its Affiliates;


 


(ii)     marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Company or its Affiliates
which have been or are being discussed;


 




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(iii)     names
of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its
Affiliates; and


     


(iv)     confidential
and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or
other third party (including businesses, consultants and other entities and individuals).


 


The Executive hereby acknowledges
the Company’s exclusive ownership of such Confidential Information.


 


(c)          For
the duration of the Employment Period and during a period of two years after termination of the Executive’s employment, the
Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates;
(2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis; and
(3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized by
the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to the
Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential
Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.


 


6.3. Non-Competition;
Non-Solicitation.


 


(a)          For
the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during
the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as
specifically provided in the last sentence of Section 2.2(b) hereof, engage or invest in, own, manage, operate, finance, control
or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner
connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association,
joint venture or other entity that engages or conducts any business the same as or substantially similar to the Business or any
other business engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment
Period, or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within North America;
provided, however, that the Executive may own less than 5% in the aggregate of the outstanding shares of any class
of securities of any enterprise (but without otherwise participating in the activities of such enterprise), other than any such
enterprise with which the Company competes or is currently engaged in a joint venture, if such securities are of a class listed
on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act.


 




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(b)          During
the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the
Company, the Executive shall not:


 


(i) solicit
or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company,
or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or
independent contractor is party to an employment agreement; or


 


(ii) attempt
in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or
any of its Affiliates had significant contact during the term of this Agreement, business of the kind or competitive with the business
done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease
to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with
the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or
any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates)
for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.


 


(c)          The
Executive recognizes and agrees that because a violation by the Executive of his or her obligations under this Section will cause
irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company
shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The
Non-compete Period will be extended by the duration of any violation by the Executive of any of his or her obligations under this
Section.


 


(d)          The
Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the
circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless
be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant
not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on
the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner
as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they
then exist and necessary to assure the Company of the intended benefit of the covenant not to compete.


 


		7.	Representations and Warranties



 


7.1. Executive’s
Representation. The Executive hereby represents and warrants to the Company, and Executive acknowledges, that the Company has
relied on such representations and warranties in employing Executive and entering into this Agreement, as follows:


 




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(a)          Executive
has the legal capacity and right to execute and deliver this Agreement and to perform his or her obligations contemplated hereby,
and this Agreement has been duly executed by Executive;


 


(b)          The
execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage
of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument in which Executive is a
party or any judgment, order, or decree in which Executive is subject;


 


(c)          Executive
is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement
or similar agreement with any other person;


 


(d)          Upon
the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation
of Executive, enforceable in accordance with its terms;


 


(e)          Executive
hereby acknowledges and represents that he or she has consulted with independent legal counsel regarding his or her rights and
obligations under the Agreement and that he or she fully understands the terms and conditions contained herein; and


 


(f)          
Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive
set forth herein and Executive consents to such reliance.


 


7.2. Company’s
Representation. The Company hereby represents and warrants to Executive, the Company acknowledges that Executive has relied
on such representations and warranties in entering into this Agreement, as follows:


 


(a)          The
Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and
this Agreement has been duly executed by the Company,


 


(b)          The
execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage
of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is
a party or any judgment, order or decree to which the Company is subject,


 


(c)          Upon
the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation
of the Company, enforceable in accordance with its terms, and


 


(d)          The
Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set
forth herein and the Company consents to such reliance.


 




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		8.	Public Company Obligations; Indemnification



 


8.1. Executive acknowledges
that the Company is a public company with shares of common stock that have been registered under the US Securities Act of 1933,
as amended (the “Securities Act”), and whose common stock or other stock is or may be registered under the Exchange
Act, and that this Agreement will be subject to the public filing requirements of the Exchange Act. In addition, both parties acknowledge
that the Executive’s compensation and perquisites (each as determined by the rules of the SEC or any other regulatory body
or exchange having jurisdiction) (which may include benefits or regular or occasional aid/assistance, such as recreation, club
memberships, meals, education for his or her family, vehicle, lodging or clothing, occasional bonuses or anything else he or she
receives, during the Employment Period and any renewals thereof, in cash or in kind) paid or payable or received or receivable
under this Agreement or otherwise, and his or her transactions and other dealings with the Company, will be required to be publicly
disclosed.


 


8.2. Executive acknowledges
and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information
and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may apply
to this Agreement and Executive’s employment with the Company.


 


8.3. Executive (on
behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns) absolutely and unconditionally
agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators,
shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns
from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints,
obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character
whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s breach
of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated by the SEC and any other applicable
federal, state or foreign laws, rules, regulations or orders.


 


		9.	General Provisions



 


9.1. Governing Law/Jurisdiction.
This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed
by the internal laws of the State of North Carolina without regard to the conflicts of laws principles thereof.


 


9.2. Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or that arises out of or that is based upon the employment
relationship between the Company and the Executive (including any wage claim, any claim for wrongful termination, or any claim
based upon any statute, regulation, or law, including those dealing with employment discrimination, sexual harassment, civil rights,
age, or disabilities), including tort claims (except a tort that is a “compensable injury” under applicable workers’
compensation law), shall be settled by arbitration administered by the American Arbitration Association under its Employment Arbitration
Rules and Mediation Procedures and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. The arbitration proceedings will be conducted in Charlotte, North Carolina, unless the parties otherwise agree.


 




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9.3. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof
and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between the parties
hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties
hereto.


 


9.4. Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 


(a)          to
the Company at:


 


Akoustis Technologies, Inc.


9805 Northcross Center Court,
Suite H


Huntersville, NC 28078


Attn: Jeffrey Shealy


Fax: 704.997.5734


 


with a copy to:


 


CKR Law LLP


1330 Avenue of the Americas


New York, NY 10019


Phone:  212.400.6900


Fax:  212.400.6901


Attn: Barrett S. DiPaolo


 


(b)          to
the Executive as set forth on Schedule A hereto.


 


All such notices, requests and other communications
will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by
facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile confirmation, (iii)
if delivered by mail in the manner described above to the address as provided for in this 2, be deemed given on the earlier of
the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided
in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or
upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to
whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given to the other party in
accordance with this Section, designate another address or person for receipt of notices hereunder.


 




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9.5. Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


 


9.6. Waiver.
The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of
or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 


9.7. Successors
and Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement
nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and
obligations hereunder, in whole or in part.


 


9.8. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Additionally, a facsimile counterpart of this Agreement
shall have the same effect as an originally executed counterpart.


 


9.9. Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


9.10. Opportunity
to Seek Advice. The Executive acknowledges and confirms that he or she has had the opportunity
to seek such legal, financial and other advice and representation as he or she has deemed appropriate in connection with this Agreement,
that the Executive is fully aware of its legal effect, and that Executive has entered into it freely based on the Executive’s
judgment and not on any representations or promises other than those contained in this Agreement.


 


9.11. Withholding
and Payroll Practices[; Tax Equalization]. All salary, severance payments, bonuses or benefits payments made by the Company
under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall
be paid in the ordinary course pursuant to the Company’s then existing payroll practices.


 


[The next page is the signature page.]


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	Akoustis Technologies, Inc.
	 	 	 
	 	By:	/s/ Jeffrey Shealy
	 	 	 
	 	Name: Jeffrey Shealy
	 	Title:   Chief Executive Officer


 


	 	EXECUTIVE:
	 	 
	 	/s/ Cindy C. Payne
	 	Cindy C. Payne


 




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Schedule A


 


		1.	Employment



 


a.           Title:
Chief Financial Officer & Treasurer


 


b.           Executive
Duties: Executive’s duties and responsibilities shall generally include all rights, duties and responsibilities customarily
associated with the executive position of CFO & Treasurer. During the term of this Agreement, Executive shall report directly
to the CEO. Executive shall have the following specific duties and obligations:


 


		i.	Work with Executive team members and other functional leaders
to maximize share value through organic growth, acquisition and cost savings/cost containment



 


		ii.	Perform investor/banking relationship duties
including presentation and discussion of operating results, budgets, forecasts, working capital metrics, etc.



 


		iii.	Work with Executive team members to develop and implement
sound financial, operating and internal control procedures



 


		iv.	Complete required SEC filings and accurate monthly/quarterly/annual
financial statements in compliance with GAAP



 


		v.	Work closely with Executive team and other functional leadership
to develop annual operating budgets, financial forecasts and cash flow projections



 


		vi.	Provide Human Resource leadership including (a) Development
of policies and procedures as necessary (b) Work with functional leadership on hiring practices that result in talent
acquisition and retention (c) Management of employee benefits (d) Performance management, etc.



 


		vii.	Provide financial leadership on and sound preparation
for all due diligence efforts.



 


		2.	Base Salary: $145,000 per year.



 


		3.	Annual Bonus:  Up to 50% of Base Salary, payable
upon achievement of Milestones (if any) set by the Board during each year of the Employment Period.



 


		4.	Equity Incentive Awards upon Effective Date: 145,000 shares
of Restricted Stock under the 2015 Equity Incentive Plan; vesting 50% at the end of two years from date of grant, and 25% vesting
at the end of each of the third and fourth years from date of grant



 


		5.	Paid Vacation:  2 weeks per year, or 10 non-holiday
working days



 


		6.	Severance Period: 6 months



 


		7.	Executive Contact Information:



	 	831 McGregor Drive
	 	Concord, NC 28025
	 	704-999-0552 (m) 


 




    	 



    	 



    

 


Schedule B


 


Outside Affiliations Summary


Executive Name: Cindy Payne        



 


	 	 	Organization	 	Role	 	Time req'd per

month (hrs)	 	Volunteer or Paid

position ?	 	Competitor to Akoustis?	 
	1	 	None.