Exhibit 10.4

 

 


March
16, 2020


 


Mr.
John Krier


Minneapolis,
MN 55419


 



Re: DYNA
Employment Offer – Chief Financial Officer


 


Dear
John:


 


On
behalf of Bird & Cronin LLC and its parent company, Dynatronics
Corporation and its affiliate Hausman Enterprises, LLC
(collectively “DYNA”), I am pleased to offer you the
position of Chief Financial Officer. Your proven qualifications and
experience qualify you to receive this offer:


 



Position/Title: 

The position of
Chief Financial Officer for DYNA is classified as an exempt
position under the Fair Labor Standards Act. You will not be
eligible for overtime pay.






 


You
will report directly to Brian Baker, DYNA’s Chief Executive
Officer.


 



Employer: 

Your employer will
be Bird & Cronin LLC (“Employer”) and you will be
eligible for Dynatronics’ benefits as described
below.






 



Pay Rate: 

Starting base
salary will be $230,000.00 USD a year, paid bi-weekly (every other
Friday) paid via direct deposit by Employer.






 



Annual Cash Bonus: 

You will be
eligible for an annual cash bonus, pro rata, for a maximum payout
of $40,250.00 USD, payable within sixty (60) days at the end of the
DYNA’s fiscal year. The cash bonus will be based on
DYNA’s results and the successful completion of individual
performance against set goals. The Compensation Committee of the
Board of Directors will assess the goals to determine annual
payout.






 



Annual Equity Award: 

You will be
eligible for an annual equity award, pro rata, of Restricted Stock
Units (“RSUs”) up to a maximum value of $40,250 USD.
The RSUs will be priced at the closing market share price of
DYNA’s common stock on the date of the grant. Fifty percent
(50%) of the RSUs will vest on the date of the grant and fifty
percent (50%) of the RSUs will vest on the first anniversary date
of the grant. The annual equity award will be based on DYNA’s
results and the successful completion of individual performance
against set goals. The Compensation Committee of the Board of
Directors will assess the goals to determine annual
award.






 



Equity Award: 

On your start date,
you will be granted a stock option for purchase of 35,000 shares of
DYNA’s common stock (“Stock Option”). The
exercise price of the Stock Option will be based on the closing
market share price of DYNA’s common stock on the date of the
grant. The Stock Option grant shall vest in equal amounts over a
four-year period with twenty-five (25%) of the Stock Options
vesting on the first, second, third and fourth anniversaries of the
date of the grant.






 



Responsibilities: 

The following
duties of this position with be those that are customary for a
Chief Financial Officer of a publicly-traded company and as further
set forth in the job description which will include providing
services for DYNA.






 



Benefits: 

In addition to your
compensation, you will be eligible to receive additional benefits
which are offered by Dynatronics. Benefit eligibility begins on the
1st of the
month following hire date. The Dynatronics benefits are described
in detail in the employee Benefits
Guide with the current 401(k) and PTO policies summarized
below.






 



Paid Time
Off:                                 

You will be
eligible for Dynatronics’ unlimited, flexible Paid Time Off
(PTO) policy, which does not prescribe vacation/sick days or a set
PTO accrual. You will simply continue to receive your regular pay
when taking time away from work for vacation or other personal
reasons. However, extended leaves of absences (e.g., medical leave
under FMLA) are excluded and will need to be separately
negotiated.






 


401(k): You will be eligible
for Dynatronics’ 401(k) retirement program administered by
Fidelity Investments. You will become eligible to participate in
this program on the 1st of the month
following hire date. You will be eligible for a match of 50% of
your contributions, up to a maximum of 6% of eligible compensation
and caps at $3000 annually. The Employer’s contributions vest
over a 6-year period (Year 1: 10%, Year 2: 20%, Year 3: 40%,
..., Year 6: 100%).


 



Expenses: 

Your Employer will
promptly reimburse you for all reasonable business expenses
incurred by you in performing your duties.






 



Code of Ethics: 

Your Employer and
Dynatronics are committed to maintaining the highest ethical
standards and to conducting business with the highest level of
integrity. Employees are required to adhere to all policies,
including its Code of Business
Ethics and uphold an uncompromising standard of conduct,
honesty, integrity, and ethics in dealing with each other and with
customers, regulators, vendors, and all other third parties. In
addition to personally complying with the Code of Business Ethics, employees have
a responsibility to report any violations of such policy. Failure
to abide by this Code or report any violation will result in
disciplinary action, up to and including termination of
employment.






 



Other Employment: 

Until April 2021,
Dynatronics allows you to be a part-time consultant for Breg based
on the Consulting Agreement between you and Breg that you provided
to Dynatronics. However, you acknowledge that you will be able to
dedicate your time and energy to DYNA on a full-time basis and
fulfill all your obligations and duties. Likewise, you may not
extend your Consulting Agreement with Breg and may not engage in
any other secondary employment or consulting services without
advanced written permission from Dynatronics President & CEO,
whose permission may be withheld for any reason.






 



Non-compete: 

As a condition of
employment, you will be required to sign a confidentiality
agreement and non-compete agreement that will limit your ability to
be employed by a competitor of your Employer, Dynatronics or its
affiliates for a 12-month period following your
termination.






 



Prior Covenants: 

You represent that
you are not party to any restrictive covenant from prior employment
limiting your ability to perform the duties described in this offer
of employment and that accepting this offer of employment will not
knowingly violate any restrictive covenant imposed on you by a
prior employer. You and Dynatronics agree that Dynatronics has no
interest in any information you may have that is deemed proprietary
or confidential under any restrictive covenants with any prior
employer or other third party. You will not divulge such
information, directly or indirectly, to Dynatronics. You will not
use or disclose proprietary or confidential information or trade
secrets of any former employer or other person or other entity with
which you have any agreement or duty of
confidentiality.






 



At will: 

As an at-will
employer, your Employer reserves the right to terminate any
employee at any time for any reason or for no reason at all. It
should be understood that this offer of employment is not a
contract nor is it a guarantee of employment for any specific
period of time. This provision is subject to the laws of the state
in which you live.






 



Start Date: 

Once you have
accepted our offer, we would like your official employment start
date to be no later than Monday, March 30, 2020. This date is
negotiable, depending on your availability. Employment is also
dependent on an acceptable background check (employment
verification, credit, criminal, education, etc.,) and acceptable
results from a drug testing screen and both must be completed and
results received prior to your employment state date.






 


We are
genuinely excited about adding you to our team and hope you share
in our enthusiasm about the future potential of Dynatronics. We
look forward to hearing back from you by the end of business on the
20th day of March, 2020.


 


Sincerely,


BIRD
& CRONIN LLC


 


 


 


/s/
Brian D. Baker



Chief Executive Officer


 

   

/s/ John A.
Krier