Exhibit 10.93








Employment Agreement


 


This Employment Agreement
(“Agreement”) is made in the State of Washington by and between Michael Krachon (“Employee”) and IsoRay,
Inc. a Minnesota corporation (the “Company”).


 


WHEREAS, the Company
is engaged in the business of providing innovative solutions for the treatment of malignancies using medical isotopes (the “Business”);
and


 


WHEREAS, the parties
desire that the Company retain Employee under the terms and conditions set forth in this Agreement; and


 


WHEREAS, the parties
desire to express their mutual agreements, covenants, promises, and understandings in a written agreement;


 


NOW THEREFORE, in consideration
of the premises and the agreements, promises, covenants, and provisions contained in this Agreement, the parties agree and declare
as follows:


 


1.            Employment.
Effective March 7, 2016 (the “Effective Date”), the Company hereby employs Employee and Employee accepts employment
under the terms and conditions of this Agreement.


 


2.            Position
and Duties.


 


a.           Employee
will faithfully and diligently serve the Company to the best of his ability in his position as Vice President of Sales and Marketing,
and in the performance of such other duties and responsibilities as the Company may assign to him.


 


b.           Employee
will devote his full professional time, attention, and energies to the performance of his duties for the Company, and will not,
during his employment under this Agreement, engage in any other business activity, whether or not for profit, except for passive
investments in firms or businesses that do not compete with the Company, without the advance written and signed consent of the
Company. Notwithstanding this Section 2(b), Employee will be permitted to serve as a director of not for profit and for
profit businesses that do not compete with the Company. In addition, Employee shall have until the Effective Date to provide services
on an as needed basis to his former employer to assist with his transition from that company.


 


c.           Employee
warrants that during the term of his employment under this Agreement, he will not do any act or engage in any conduct, or permit,
condone, or acquiesce in any act or conduct of other persons, that he knew or should have known could cause the Company to be in
violation of any law or statute, and Employee agrees to indemnify and hold the Company harmless against any and all liabilities,
claims, damages, fees, losses, and expenses of any kind or nature whatsoever attributable directly or indirectly to a violation
of this warranty.


 






     


     


    

 


d.           The
Company acknowledges that Employee’s principal place of residence is Atlanta, Georgia and that the Company shall not require
Employee to relocate his principal place of residence in furtherance of his employment; provided, however, that Employee agrees
and acknowledges that Employee will be expected to travel to Company locations regularly as part of his duties. More specifically,
the Company may impose a minimum number of days Employee shall be required to spend in Richland, Washington, subject to Employee’s
consent if greater than five (5) days per month.


 


e.           Employee
agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without
limitation, those described in the Company’s employee handbook, and Code of Conduct and Ethics. If this Agreement
conflicts with such policies or procedures, this Agreement will control.


 


f.            As
an officer of the Company, Employee owes a duty of care and loyalty to the Company as well as a duty to perform such duties in
a manner that is in the best interests of the Company.


 


3.            Compensation
and Benefits. For and in consideration of all services rendered under this Agreement, the Company will compensate Employee
as follows:


 


a.           Salary.
During the term of Employee’s employment under this Agreement, Employee will be compensated on the basis of an annual salary
of $225,000, payable in accord with the Company’s standard payroll practices.


 


b.           Bonus.
In addition to Employee’s base salary (Section 3(a)), throughout his employment, Employee will be eligible for a quarterly
discretionary bonus in an amount of up to three percent (3%) of his annual salary as periodically established by the Board (the
“Quarterly Bonus”), based upon metrics that will be established by the Board in its sole discretion. If Employee becomes
entitled to a Quarterly Bonus for any calendar year under this Section 3(b), such bonus shall be paid to him by the Company
within forty-five (45) days after the end of the calendar quarter in which Employee earned that bonus.


 


c.           Stock
Options. Employee shall be eligible to participate in and receive stock options as defined by the relevant plan. Employee shall
be issued 125,000 stock options as of the Effective Date. The options granted will have an exercise price equal to the fair market
value on the date of grant as defined under the relevant plan and shall vest in one-third increments on each anniversary date of
this Agreement.


 


d.           Expenses.
The Company will reimburse Employee for all reasonable and necessary expenses that Employee incurs in carrying out his duties under
this Agreement in accordance with the Company reimbursement policies as in effect from time to time, provided that Employee presents
to the Company from time to time an itemized account of such expenses in such form as the Company may require.


 


e.           Paid
Time Off. Employee shall be granted four (4) weeks of paid time off during each full calendar year worked by Employee. Such
paid time shall include time off for sickness, vacation, or personal reasons. The time or times during which leave may be taken
shall be by mutual agreement of the Company and Employee. Whenever possible, the Company agrees to accommodate and grant Employee’s
request for time, and the parties have agreed that Employee has a planned vacation during the first week of April 2016. Employee
may not borrow against future time. Unused paid time in any year during the term hereof requires approval by the Company to be
carried over to any subsequent year.


 






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4.            Term/Termination
Of Employment.


 


a.     Initial
Term. Employee’s employment under this Agreement will commence on the Effective Date, and will continue for a period
of three (3) years (the “Initial Term”). Thereafter, this Agreement shall renew only upon thirty (30) days written
notice as provided in Section 4(b).


 


b.     Renewal.
Unless at least thirty (30) days written notice prior to the end of the Initial Term of the decision not to renew this Agreement
by the Company, and subject to the provisions for termination set forth below, the term of Employee’s employment under this
Agreement will extend thereafter for a period of one year (the “Renewal Term”). Upon the expiration of each Renewal
Term and subject to the provisions for termination set forth below, the term of Employee’s employment under this Agreement
will require thirty (30) days written notice of renewal for each successive Renewal Term of one-year.


 


c.     Termination.
This Agreement and Employee’s employment may be terminated by any of the following events: 


i.          Expiration
of the Initial Term or any Renewal Term without further renewal of the term;


 


ii.         Mutual
written agreement between Employee and the Company at any time;


 


iii.        Employee’s
death;


 


iv.        Employee’s
Disability which renders Employee unable to perform the essential functions of Employee’s job even with reasonable accommodation.
“Disability” means a physical or mental condition entitling Employee to benefits under the applicable long-term disability
plan of the Company or any of its Subsidiaries, or if no such plan exists, a “permanent and total disability” (within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended and the rules and regulations promulgated thereunder
(the “Code”)) or as determined by the Company in accordance with applicable laws. Notwithstanding the foregoing, to
the extent that (i) any payment under this Agreement is payable solely upon the Employee’s Disability and (ii) such payment
is treated as “deferred compensation” for purposes of Code Section 409A, Disability shall have the meaning provided
in Section 1.409A-3(i)(4) of the Treasury Regulations. “Subsidiary” means a corporation, partnership or other entity
of which a majority of the voting interests of such corporation, partnership or other entity are at the time owned directly or
indirectly through one or more intermediaries or Subsidiaries, or both, by the Company.


 


v.          By
the Company For Cause as defined in Section 4(d) below;


 


vi.         Resignation
by Employee without Good Reason as defined in Section 4(e) below;


 






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vii.       Termination
without cause, which shall mean any termination of employment by the Company which is not defined in Section 4(c)(i) through
Section 4(c)(vi) above; or


 


viii.         Resignation
by Employee with Good Reason.


 


d.     Termination
For Cause. The Company may terminate Employee’s employment under this Agreement immediately upon the occurrence of any
of the following events (each, a “For Cause” termination):


 


i.           Employee’s
gross inattention to or neglect of, or gross negligence or incompetence in the performance of, duties assigned to him under this
Agreement;


 


ii.         Employee’s
acceptance of any other employment;


 


iii.        Employee’s
conviction by a court of or plea of guilty or nolo contendere to fraud, dishonesty, or other acts of misconduct in rendering services
on behalf of the Company;


 


iv.        Any
deliberate or unauthorized action or omission by Employee that causes or may cause the Company to breach obligations under any
contract;


 


v.         Employee’s
material breach of any covenant, promise, provision, or obligation of this Agreement.


 


e.     Voluntary
Termination. Employee may voluntarily terminate his employment hereunder by giving at least thirty (30) days prior written
notice to the Board of his intention to terminate employment. Such notice must specify the end of a calendar month as the termination
date. Notwithstanding the foregoing, if Employee voluntarily terminates his employment hereunder for Good Reason (as defined below)
Employee shall be entitled to the severance benefits payable under Section 5(b)(i) below. “Good Reason” shall
mean, without Employee’s express written consent a material, adverse change in the Employee’s title, authority, duties
or responsibilities (other than temporarily while Employee is physically or mentally incapacitated or as required by applicable
law). Employee cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence
of the circumstances providing grounds for termination for Good Reason within twenty (20) days of the initial existence of such
grounds and the Company has had twenty (20) days from the date on which such notice is provided to cure such circumstances. If
the Company fails to cure the event giving rise to Good Reason within the twenty (20) day cure period, Employee may terminate his
employment for Good Reason, provided that if Employee does not terminate his employment for Good Reason within twenty (20) days
after the end of the Company’s twenty (20) day cure period, Employee will be deemed to have waived his right to terminate
for Good Reason with respect to such grounds.


 


5.            Company’s
Post-Termination Obligations.


 


a.    
Termination under Sections 4(c)(i), 4(c)(iii), 4(c)(iv), 4(c)(v) and 4(c)(vi).


 






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i.            If
Employee’s employment terminates for any of the reasons set forth in Sections 4(c)(i), 4(c)(iii), 4(c)(iv),
4(c)(v) and 4(c)(vi) above, then the Company will pay Employee (1) all accrued but unpaid wages, based on Employee’s
then current base salary, through the termination date, (2) all approved, but unreimbursed, business expenses, provided that a
request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within
five (5) business days of Employee’s termination date, and (3) all earned and accrued but unpaid bonuses. Amounts payable
pursuant to this Section 5(a)(i) above shall be paid within thirty (30) days of the Employee’s termination date.


 


b.     Termination
Under Sections 4(c)(ii), 4(c)(vii) and 4(c)(viii).


 


i.            If
Employee’s employment terminates for any of the reasons set forth in Sections 4(c)(ii), 4(c)(vii) and 4(c)(viii)
above, then the Company will pay Employee (1) all accrued but unpaid wages through the termination date, based on Employee’s
base salary ; (2) the Monthly Compensation (as defined below) for each one month period for a twelve (12) month period;
(3) all accrued but unpaid paid time off through the termination date, based on Employee’s then current base salary; (4)
all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted
in accordance with the Company’s policies and submitted within five (5) business days of Employee’s termination date;
and (5) all earned and accrued but unpaid bonuses. Employee shall continue to participate in the Company’s current benefit
programs on the same terms and conditions as active employees and in accordance with the terms of those programs through a twelve
month period to the extent permitted under the terms of those programs and applicable law. “Monthly Compensation” shall
be equal to the greater of (x) the average of the total monthly compensation reported on Employee’s tax returns and attributed
to Employee by the Company, which was paid to Employee by the Company for the two (2) years preceding year of the date in which
the termination occurred or (y) the preceding calendar year reported on Employee’s tax returns and attributed to Employee
by the Company but in each of this Section 5(b)(i)(x) or (y) adding back in contributions made to deferred compensation
plans and group insurance plans of the Company.


 


ii.         The
cash amounts or benefits payable under this Section 5(b) shall be paid ratably according to the regularly scheduled payroll
practices of the Company following the expiration of the Severance Delay Period, with the payments provided in subsections (1),
(3), (4) and (5) of Section 5(b)(i) payable within thirty (30) days, and the payments provided in Section 5(b)(i)(2)
to be paid over the relevant time periods specified in those subsections. “Severance Delay Period” means, except as
otherwise modified by the application of Section 13(b), the period beginning on the date of the Employee’s termination
of employment with the Company and ending on the thirtieth (30th) day thereafter. Notwithstanding the foregoing, in the event that
the Employee’s termination of employment occurs in connection with an exit incentive program or other employment termination
program offered to a group or class of employees, as defined under the Older Worker Benefit Protection Act, 29 U.S.C. Section 626,
the Severance Delay Period shall mean the period beginning on the date of the Employee’s termination of employment with the
Company and ending on the sixtieth (60th) day thereafter.


 






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iii.         Except
as set forth in this Section 5(b), the Company shall have no other obligations to Employee for termination pursuant to Sections
4(c)(ii), 4(c)(vii) and 4(c)(viii).


 


c.     The
Company’s obligation to provide the payments set forth in Section 5(a) and Section 5(b) above shall be conditioned
upon the following (the “Separation Conditions”):


 


i.            Employee’s
(or, in the case of Employee’s death or Disability, Employee’s estate or trustee, as applicable) execution prior to
the expiration of the Severance Delay Period (and the expiration of any applicable revocation period) of a separation agreement
in a form prepared by the Company, which will include a general release from liability so that Employee will release the Company
and its Subsidiaries from any and all liability and claims of any kind as permitted by law; and


 


ii.         Employee’s
compliance with the restrictive covenants (Sections 6-9) and all post-termination obligations, including, but not limited
to, the obligations contained in this Agreement.


 


iii.         If
Employee refuses to execute (or revokes) an effective separation agreement as set forth in Section 5(c) above prior to the
expiration of the Severance Delay Period (or if any applicable revocation period has not yet ended prior to such time), the Company
will not provide any payments or benefits to Employee under Section 5(a) and Section 5(b) until such separation agreement
is executed and becomes effective; provided that if the period during which Employee can execute an separation agreement (or revoke
a previously executed separation agreement) spans two calendar years, the payment will automatically commence in the later of the
two years, regardless of the year in which Employee executes the separation agreement. The Company’s obligation to make the
separation payments set forth in Section 5(a) and Section 5(b) shall terminate immediately upon any breach by Employee
of any post-termination obligations to which Employee is subject.


 


iv.         Except
as provided in this 5, following termination of Employee’s employment pursuant to Section 4, the Company shall have
no other obligations for compensation of Employee.


 


d.     Set-Off.
If Employee has any outstanding obligations to the Company upon the termination of Employee’s employment for any reason,
Employee hereby authorizes the Company to deduct any amounts owed to the Company from Employee’s final paycheck and/or any
amounts that would otherwise be due to Employee, including under Section 6, but only to the extent such set-off is made
in accordance with Treasury Regulation 1.409A-3(j)(4)(xiii). No other set-off shall be permitted under this Agreement.


 






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6.           Confidential
Commercial Information.


 


a.     Employee
acknowledges that he will be entrusted with price lists, customer lists, customer contact information, information about customer
transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed
software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”);
provided, however, that for the purposes of this Agreement Confidential Commercial Information does not include information (i) that
was publicly available prior to Employee’s disclosure or use thereof; or (ii) that Employee lawfully received from some
person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other
than as the result of any breach of this Agreement by Employee; or (iv) that is generally known to or readily ascertainable
by proper means by other persons who can obtain economic value from its disclosure or use. Employee acknowledges that Confidential
Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the
Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information.


 


b.     Employee
acknowledges that he has been instructed by the Company to, and agrees that he will, maintain the Company’s Confidential
Commercial Information in a confidential manner. During his employment, Employee will not, directly or indirectly, disclose any
Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial
Information. After the termination of Employee’s employment, for whatever reason and by whatever party, Employee will not,
directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written
authorization of the Company.


 


c.     All
documents and other tangible property relating in any way to the business of the Company that Employee develops or that come into
his possession during his employment are the property of the Company, and Employee will return all such documents and tangible
property to the Company upon the termination of his employment, or at such earlier time as the Company may request.


 


d.     Employee
acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed
specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed
strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and
Employee agrees to adhere to those terms and conditions. Employee will not copy, duplicate, download, transfer, or otherwise make
personal use of any software on the Company’s computer system without the Company’s express, written consent.


 


e.     Employee
represents that to the best of his knowledge, the performance of all the terms of this Agreement and of his duties as an employee
of the Company will not breach any agreement to keep in confidence any proprietary information that he acquired in confidence prior
to his employment under this Agreement, and that Employee has not entered into, and agrees that he will not enter into, any agreement
either written or oral in conflict with this Agreement. Employee represents that to the best of his knowledge, Employee has not
brought and will not bring with him to the Company or use in the performance of his responsibilities at the Company any materials
or documents of a former employer that are not generally available to the public, unless Employee has obtained express written
authorization from the former employer for their possession and use. Employee represents that he has delivered to the Company a
true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which he is
or was a party with any former employers, and that is or may be in effect as of the date hereof. Employee has been instructed not
to breach any obligation of confidentiality that he may have to any former employer, and agrees that he will not commit any such
breach during employment with the Company.


 






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7.            Inventions
and Copyrights.


 


a.     Employee
acknowledges that, as a part of his duties, during his employment, he may develop discoveries, concepts, and ideas concerning or
relating to the Business, whether or not patentable, including without limitation processes, methods, formulas, and techniques,
as well as improvements thereof or know-how related thereto, and concerning any present or prospective activities of the Company
that are published before such discoveries, concepts, and ideas (“Inventions”).


 


b.     Employee
will fully disclose and will continue to disclose to the Company all Inventions that he makes or conceives, in whole or in part,
at this time or during his employment with the Company.


 


c.     Any
and all Inventions will be the absolute property of the Company or its designees and, at the request of the Company and at its
expense, but without additional compensation, Employee will make application in due form for United States patents and foreign
patents on such Inventions, and will assign to the Company all his right, title, and interest in such Inventions, and will execute
any and all instruments and do any and all acts necessary or desirable in connection with any such application for patents or in
order to establish and perfect in the Company the entire right, title, and interest in such Inventions, patent applications, or
patents, and also execute any instrument necessary or desirable in connection with any continuations, renewals, or reissues thereof
or in the conduct of any related proceedings or litigation.


 


d.     The
Company will own the copyright in all materials created by Employee relating to the Business and eligible for copyright (which
will be deemed work made-for-hire). The Company will have the right to apply for copyright registration, including any renewals
or extension, whether under the laws of the U.S. or any country having jurisdiction over the copyright. Employee agrees to execute
any documents necessary or appropriate for such registration. The Company will also own any trademark, service mark or trade name
created by Employee (alone or in conjunction with others) for the Company and used to identify any present or future product, service,
activity, operation, or function of the Company. The Company may obtain trademark or service mark protection of the Company’s
rights including, at the Company’s discretion, state, federal and international registration. The Company will own all right,
title, and interest in and to all results and the work product of Employee’s services for the Company (all of which will
be deemed proprietary), free of any reserved rights by Employee, whether or not specifically enumerated in this Agreement.


 


e.     Attached
hereto as Schedule 1, is a list describing all Inventions to which Employee made contributions prior to his commencement
of service of any kind with the Company (collectively referred to as "Prior Inventions"), which belong to parties other
than the Company.


 






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8.            Post-Employment
Restrictions.


 


a.     Following
the termination of Employee’s employment, for whatever reason and by whatever party, and during any Restrictive Period, Employee
will not, directly or indirectly, on his own behalf or on behalf of any other person or entity:


 


i.           enter
into or engage in any business that provides Competitive Products or Competitive Services within the Restricted Areas;


 


ii.         solicit
or accept orders for Competitive Products from any person or entity upon whom he called or with whom he had direct or indirect
contact on behalf of the Company and who at the time of such conduct is a customer or client of the Company;


 


iii.         solicit
or accept orders for Competitive Products from any person or entity who was a customer or client of the Company during his engagement
and who at the time of such conduct is a customer or client of the Company;


 


iv.         solicit
or accept orders for Competitive Products from any person or entity who at the time of such conduct is a customer or client of
the Company;


 


v.           encourage,
entice, induce, or influence, directly or indirectly, any person or entity not to do business with the Company;


 


vi.         encourage,
entice, induce, or influence, directly or indirectly, any person to terminate his or her employment with the Company; or


 


vii.         hire,
retain, or offer to hire or retain for the performance of any service in connection with the marketing, distribution, or sale of
any Competitive Product any person who at the time of such conduct is an employee of the Company or who was an employee of the
Company within the 180-day prior to such conduct.


 


viii.        solicit
or accept orders for Competitive Services from any person or entity upon whom he called or with whom he had direct or indirect
contact on behalf of the Company and who at the time of such conduct is a customer or client of the Company;


 


ix.         solicit
or accept orders for Competitive Services from any person or entity who was a customer or client of the Company during his engagement
and who at the time of such conduct is a customer or client of the Company;


 


x.         solicit
or accept orders for Competitive Services from any person or entity who at the time of such conduct is a customer or client of
the Company.


 


b.     The
Restrictive Periods are: (a) the 90-day period commencing on the termination of Employee’s employment with the Company
(“the First Restrictive Period”); and (b) the 90-day period commencing on the expiration of the First Restrictive
Period (“the Second Restrictive Period”); and (c) the 90-day period commencing on the expiration of the Second Restrictive
Period (“the Third Restrictive Period”); and (d) the 90-day period commencing on the expiration of the Third Restrictive
Period (“the Fourth Restrictive Period”).


 



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c.     The
term of any Restrictive Period set forth in this Agreement will be tolled for any time during which Employee is in violation of
any provision of this Agreement and for any time during which there is pending any action or arbitration (including any appeal
from any final judgment) brought by any person, whether or not a party to this Agreement, in which action the Company seeks to
enforce this Agreement or in which any person contests the validity of such agreements and covenants or their enforceability, or
seeks to avoid their performance or enforcement.


 


d.     “Competitive
Products” means any supplies, equipment, products, goods, or services that are similar to or competitive with supplies, equipment,
products, goods, or services that the Company marketed, distributed, or sold during Employee’s employment with the Company.


 


e.      “Competitive
Services” means any services that are similar to any services that Employee performed for the Company during Employee’s
employment with the Company.


 


f.      The
Restrictive Areas are: (1) the area within a 50 air-mile radius of any location of the Company at which Employee performed
services during his employment under this Agreement; and (2) Benton County, Washington; and (3) the state of Washington;
and (4) the state of Georgia; and (5) the Eastern Time Zone and the Pacific Time Zone of the United States; and (6) that
portion of the United States east of the Mississippi River; (7) the United States; and (8) any country in which the Company
is conducting business at the time of Employee’s separation from employment.


 


9.            Non-Disparagement.
Employee agrees that during the term of Employee’s services to the Company, and at any time thereafter, not to make or communicate
any comments or other remarks which are negative or derogatory to the Company or which would tend to disparage, slander, ridicule,
degrade, harm or injure the Company (or any business relationship of the Company) or any officer, partnership member, or other
employee of the Company or its affiliates.


 


10.          Remedies.
Any breach of the duties and obligations imposed upon Employee by this Agreement would cause irreparable harm to the Company, and
the Company could not be fully compensated for any such breach with money damages. Therefore, injunctive relief is an appropriate
remedy for any such breach. Such injunctive relief will be in addition to and not in limitation of or substitution for any other
remedies or rights to which the Company may be entitled at law or in equity, including without limitation liquidated damages under
this Agreement.


 


11.          [Intentionally
Omitted].


 


12.          Clawback.
Notwithstanding anything contained herein to the contrary, any amounts paid or payable to Employee pursuant to this Agreement or
otherwise by the Company, including, but not limited to, any equity compensation granted to Employee, may be subject to forfeiture
or repayment to the Company in accordance with Internal Revenue Code Section 409A and pursuant to the clawback policy as adopted
by the Board and as such may be amended by the Board from time to time, and Employee hereby agrees to be bound by any such policy.


 






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13.          Compliance
with Code Section 409A.


 


a.           It
is intended that each payment or installment of payments provided under this Agreement is a separate “payment” for
purposes of Code Section 409A. 


 


b.           Notwithstanding
anything to the contrary herein, if the Company determines (i) that on the date of Employee’s “separation from service”
(as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that the Company determines to be relevant,
Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company,
and (ii) that any payments to be provided to Employee pursuant to this Agreement are or may become subject to the additional tax
under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A if provided at the time otherwise
required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Employee’s
“separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of
Employee’s death.  Any payments delayed pursuant to this Section 13(b) shall be made in a lump sum
on the first day of the seventh month following Employee’s “separation from service” (as such term is defined
under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Employee’s death.  It is intended that Agreement
shall comply with the provisions of Code Section 409A so as not to subject Employee to the payment of additional taxes and interest
under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner
consistent with these intentions.


 


c.           Notwithstanding
anything herein to the contrary, a termination of Employee’s employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Code Section 409A, and for purposes
of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination
date,” or similar terms shall mean “separation from service.”


 


d.           For
the avoidance of doubt, the Company shall pay any amounts that are due under this Agreement following Employee’s termination
of employment, death, Disability or other event within the periods of time that are specified in this Agreement, provided, however,
that the Company, in its sole and absolute discretion, shall determine the date or dates on which any such payment shall be made
during such specified period.


 


e.           By
accepting this Agreement, Employee hereby agrees and acknowledges that neither the Company nor its Subsidiaries make any representations
with respect to the application of Code Section 409A to any tax, economic or legal consequences of any payments payable to Employee
hereunder.  Further, by the acceptance of this Agreement, Employee acknowledges that (i) Employee has obtained independent
tax advice regarding the application of Code Section 409A to the payments due to Employee hereunder, (ii) Employee retains full
responsibility for the potential application of Code Section 409A to the tax and legal consequences of payments payable to Employee
hereunder and (iii) the Company shall not indemnify or otherwise compensate Employee for any liability incurred as a result of
the failure of this Agreement to comply, in form or operation, with the requirements of Code Section 409A.  The parties agree
to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code
Section 409A.


 






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14.          Prevailing
Party’s Litigation Expenses. In the event of litigation between the Company and Employee related to this Agreement, the
non-prevailing party shall reimburse the prevailing party for any costs and expenses (including, without limitation, attorneys’
fees) reasonably incurred by the prevailing party in connection therewith.


 


15.          Withholding.
All amounts payable to Employee hereunder shall be subject to required payroll deductions and tax withholdings.


 


16.          Adjudication
of Agreement.


 


a.            If
any court or arbitrator of competent jurisdiction holds that any restriction imposed upon Employee by this Agreement exceeds the
limit of restrictions that are enforceable under applicable law, the parties desire and agree that the restriction will apply to
the maximum extent that is enforceable under applicable law, agree that the court or arbitrator so holding may reform and enforce
the restriction to the maximum extent that is enforceable under applicable law, and desire and request that the court or arbitrator
do so.


 


b.            If
any court or arbitrator of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the parties
desire and agree that the remaining parts of this Agreement will nevertheless continue to be valid and enforceable.


 


17.           Modification
Or Waiver Of Agreement. No modification or waiver of this Agreement will be valid unless the modification or waiver is in writing
and signed by both of the parties. The failure of either party at any time to insist upon the strict performance of any provision
of this Agreement will not be construed as a waiver of the right to insist upon the strict performance of the same provision at
any future time.


 


18.           Notices.
Any notices required or permitted under this Agreement will be sufficient if in writing and sent by certified mail to, in the case
of Employee, the last address he has filed in writing with the Company or, in the case of the Company, its principal office.


 


19.           Opportunity
To Consider Agreement; Legal Representation. Employee acknowledges that he has had a full opportunity to consider this Agreement,
to offer suggested modifications to its terms and conditions, and to consult with an attorney of his own choosing before deciding
whether to sign it.


 


20.           No
Rule Of Strict Construction. The language of this Agreement has been approved by both parties, and no rule of strict construction
will be applied against either party.


 






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21.           Entire
Agreement. This Agreement contains all of the agreements between the parties relating to Employee’s employment with the
Company. The parties have no other agreements relating to Employee’s employment, written or oral. This Agreement supersedes
all other agreements, arrangements, and understandings relating to Employee’s employment, and no such agreements, arrangements,
or understandings are of any force or effect. The parties will execute and deliver to each other any and all such further documents
and instruments, and will perform any and all such other acts, as reasonably may be necessary or proper to carry out or effect
the purposes of this Agreement.


 


22.           Assignment
Of Agreement. Employee has no right to transfer or assign any or all of his rights or interests under this Agreement. The Company
may assign its rights and interests under this Agreement to any successor entity as part of any sale, transfer, or other disposition
of all or substantially all of the assets of the Company.


 


23.           Headings.
The descriptive headings of the paragraphs and subparagraphs of this Agreement are intended for convenience only, and do not constitute
parts of this Agreement.


 


24.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.


 


25.           Choice
Of Forum. The parties agree that the proper and exclusive forum for any action or arbitration arising out of or relating to
this Agreement or arising out of or relating to Employee’s employment by the Company will be Benton County, Washington, and
that any such action or arbitration will be brought only in Benton County, Washington. Employee consents to the exercise of personal
jurisdiction in any such action or arbitration by the courts or arbitrators of Benton County, Washington.


 


26.           Governing
Law. This Agreement will be construed in accord with and any dispute or controversy arising from any breach or asserted breach
of this Agreement will be governed by the laws of the State of Washington, without reference to the choice of law principles thereof.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement on the dates indicated at their respective signatures below.


 


	DATED this 25th day of February, 2016
	 	 
	 	              /s/ Michael Krachon
	 	Michael Krachon
	 	 
	DATED this 29th day of February, 2016
	 	 
	 	IsoRay, Inc., a Minnesota corporation
	 	 
	 	By:	           /s/ Thomas LaVoy
	 	Its: 	                      CEO


 




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Schedule 1


 


LIST OF PRIOR INVENTIONS


AND ORIGINAL WORKS OF AUTHORSHIP


 


	Title	 	Date	 	Identifying Number or Brief

Description
	 	 	 	 	 
	Brachytherapy Seed Insertion and Fixation System	 	 	 	WO 2014/189604
	 	 	 	 	 
	Bendable, shielding brachytherapy needle holder	 	 	 	US 2014/0323795 A1


 








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