Exhibit
10.4


 


August
15, 2022


 


VIA
EMAIL


Gray
Chynoweth


 


Dear
Gray:


 


The
purpose of this letter agreement (“Agreement”) by and between Minim, Inc. (the “Company”) and you (sometimes
referred to as “Chynoweth”) is to set forth our mutual understanding and agreement with respect to your transition and ultimate
separation from employment with the Company. In consideration of the mutual covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:


 


	1.	Transition
                                            and Separation from Employment. Your separation from employment will occur on the earlier
                                            of September 8, 2022 or such other date that is mutually agreed between the Company and you
                                            (“Separation Date”). The period between the date of this Agreement and the Separation
                                            Date is referred as your “Transition Period.” On August 16, 2022, you will no
                                            longer hold the title of CEO or your position as a director but will remain employed through
                                            your Separation Date to assist with the transition. On your Separation Date, you will relinquish
                                            any and all positions that you have held with the Company.



 


	2.	Transition
                                            Period. During the Transition Period, your current terms and conditions of employment
                                            (such as your compensation, and benefits) will remain the same or substantially the same
                                            in the aggregate. During the Transition Period, you are required to assist and support with
                                            the orderly transition of your duties to Mehul Patel, as the new Chief Executive Officer.
                                            You will also be required to continue to comply with the Company’s policies and procedures.
                                            During the Transition Period, you will have no authority to represent the Company to third
                                            parties or to bind the Company to any contractual obligations, whether written, oral or implied,
                                            or represent that you have such authority, unless authorized to do so in writing by a director
                                            of the Company.



 


	3.	Pay
                                            and Benefits. You agree that you have received all compensation and benefits, including
                                            but not limited to any non-monetary benefits such as leave time, to which you are entitled
                                            in connection with your employment with the Company, except for what you shall receive under
                                            this Agreement. You further agree that the Company has satisfied in full any contractual
                                            obligations it may have to you, including pursuant to your Employment Agreement dated December
                                            4, 2020 (the “Employment Agreement”) and your Severance Agreement dated March
                                            3, 2022 (the “Severance Agreement”), except for what you shall receive under
                                            this Agreement. You agree to make no claims for further compensation from the Company of
                                            any type, including bonus payments, commission payments, other than your earned and unpaid
                                            vacation pay which will be paid to you on your Separation Date and except for all monies
                                            due under this Agreement. You acknowledge that, except to the extent provided in this Agreement,
                                            the Company is under no obligation to provide you with any other benefits (monetary or otherwise).



 


	4.	Health
                                            Insurance Continuation. At your option, you may continue to be covered under the Company’s
                                            group health insurance plan up to nine (9) months after your Separation Date, subject to
                                            the terms and conditions provided for in the Consolidated Omnibus Budget Reconciliation Act
                                            of 1985, as amended (“COBRA”) provided you have timely and properly elected COBRA
                                            coverage in accordance with the Company’s COBRA election procedures, notice of which
                                            shall be sent to you under separate cover. Subject to the Company’s receipt of this
                                            Agreement timely signed by you, the expiration of the seven (7) day revocation period set
                                            forth below, and your compliance with the terms of this Agreement, the Company will pay the
                                            entire COBRA premiums for your health insurance continuation coverage until the earlier of
                                            (i) nine (9) months after your Separation Date, (ii) the date you find alternative full-time
                                            employment, or (iii) until such earlier time as you enroll in alternate health insurance
                                            coverage, provided you have timely and properly elected COBRA coverage in accordance with
                                            the Company’s COBRA election procedures, notice of which shall be sent to you under
                                            separate cover. You agree to notify the Company within three (3) business days if and when
                                            you become eligible for alternate medical coverage or if you become employed full-time during
                                            this nine (9) month period the Company is paying your COBRA premiums.



 




    	 



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	5.	Severance
                                            Package: If you timely sign, do not revoke, and comply with this Agreement, the Company
                                            will:



 


		a)	Continue
                                            to pay your current base salary (at the rate of $250,000 per year, less all applicable federal,
                                            state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for
                                            a period of six (6) months beginning on the Separation Date. Such payments shall be made
                                            in installments corresponding to the regular pay periods of the Company.



		b)	Pay
                                            you any earned prorated bonus through the Separation Date (assuming your current bonus target
                                            amount of $100,000 prorated through the Separation Date) and to the extent any amounts are
                                            owed pursuant to this Section 5(b), such amounts will be paid in one lump-sum payment within
                                            30 days of the Separation Date.



		c)	Pay
                                            your current base salary (at the rate of $250,000 per year, less all applicable federal,
                                            state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for
                                            an additional three (3) month period following the six month period provided for in Section
                                            5(a); provided, that any amounts payable pursuant to this Section 5(c) shall cease immediately
                                            on the date you find alternative full-time employment (including full-time employment with
                                            the US Navy). Any payments, to the extent made pursuant to this Section 5(c) shall be made
                                            in installments corresponding to the regular pay periods of the Company. You are obligated
                                            to notify the Company immediately but no later than two (2) business days if and when you
                                            become employed full-time (including full-time employment with the US Navy). Upon receipt
                                            of such notice by you, all payments pursuant to this Section 5(c) shall cease immediately.
                                            For the avoidance of doubt, if you obtain full-time employment prior to the expiration of
                                            the six (6) month period in Section 5(a), you will not be entitled to any payments under
                                            this Section 5(c). For the avoidance of doubt, any temporary or short-term work for the US
                                            Navy shall not disqualify you from continued severance payments under this Section 5(c).



		d)	As
                                            of the Separation Date, the Company will accelerate vesting of your unvested stock options
                                            and RSU’s by nine (9) months from the Separation Date. Other than the nine (9) months
                                            of acceleration provided, vesting of all remaining stock options and RSUs will cease on the
                                            Separation Date.



 


	6.	Equity.
                                            All of your stock options and RSUs with the Company are governed by the applicable Company
                                            equity plans and grant agreements. All vested equity will be subject to the terms and conditions
                                            of the applicable plan and grant documents. You further acknowledge and agree that you will
                                            not vest in or receive any additional stock options or RSUs, other than what is stated in
                                            this Agreement, or Company stock in connection with your employment (or the termination of
                                            that employment) with the Company. To the extent that this Agreement sets forth mutual releases,
                                            including, but not limited to, those set forth under Sections (“Pay and Benefits”),
                                            and Section 14 (“General Releases”), those releases do not limit your legal rights
                                            to protect, secure, vindicate, or in any other way enforce your legal rights with respect
                                            to your equity in the company.



 


	7.	Transfer
                                            of Responsibilities. You shall, through the Separation Date, cooperate fully and timely
                                            with the Company and its personnel with all of its reasonable requests, to provide an orderly
                                            transfer of your duties and responsibilities.



 




    	 



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	8.	Confidential
                                            Information. During your employment with the Company, you had access to trade secrets
                                            and confidential and proprietary business and technical information of the Company, including
                                            data and information which would not otherwise have been available to you except by reason
                                            of your employment or position with the Company, and including, but not limited to, customer
                                            files and records, plans, developments, product information, pricing lists and information,
                                            customer lists and other customer information, marketing plans, methods and other marketing
                                            information, research methods and data, personnel information, computer discs and files,
                                            maps, sketches and other confidential, proprietary or secret information, and to documents
                                            and information from third parties which the Company is required to maintain in confidence
                                            (collectively “Confidential Information”). You agree that you will not, without
                                            the Company’s prior written consent, directly or indirectly disclose to any person,
                                            not an employee of the Company, any Confidential Information obtained in the course of your
                                            employment with the Company, nor will you use any Confidential Information for your own benefit
                                            to the detriment or intended or probable detriment of the Company.



 


	9.	Intellectual
                                            Property. You agree you have disclosed promptly, completely, and in writing, and will
                                            in the future disclose promptly, completely and in writing to the Company any original works
                                            of authorship (including all copyrights with respect thereto), any discovery, process, design,
                                            improvement, innovation, development, improvement or invention, whether or not patentable
                                            and whether reduced to writing or practice or not, which you discovered, conceived and/or
                                            developed, in whole or in part, either individually or jointly with others (whether on or
                                            off the Company’s premises or during or after working hours) during the period you
                                            were employed with the Company, and which was or is directly or indirectly related to the
                                            business or proposed business of the Company, or which resulted or results from or was suggested
                                            by any work performed by any employee or agent of the Company during your period of employment
                                            or for one year thereafter (“Inventions”). You hereby assign, and agree to assign
                                            to the Company, without any separate or additional remuneration, your entire right, title
                                            and interest in all such Inventions, together with any and all United States and foreign
                                            rights thereto. You also agree that all Inventions and all works of authorship, literary
                                            works (including computer programs), audiovisual works, translations, compilations, and any
                                            other written materials, including but not limited to, copyrightable works (the “Works”)
                                            which were originated or produced by you (solely or jointly with others), in whole or in
                                            part, within the scope of, or in connection with, your employment will be considered “works
                                            made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended)
                                            and further acknowledge that you are an employee as defined under that Act. All such works
                                            made for hire are and will be the exclusive property of the Company, and you agree to treat
                                            any such works as Proprietary Information. In the event that any Works are not deemed to
                                            be “works made for hire,” you hereby assign all of your right, title, and interest
                                            in and to such Works, including but not limited to, the copyrights therein, to the Company.
                                            You also agree to cooperate with the Company to execute all instruments including patent
                                            and copyright applications and assignments therefor, and to do all other things reasonably
                                            necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein.
                                            In the event the Company is unable, after reasonable effort, to secure your signature on
                                            any document or instrument necessary to secure trademarks, letters patent, copyrights or
                                            other analogous protection relating to any Works, whether because of your physical or mental
                                            capacity or for any other reason whatsoever, you hereby irrevocably designate and appoint
                                            the Company and its duly authorized officers and agents as your agent and attorney-in-fact,
                                            to act for and in his behalf and stead to execute and file any such application or applications
                                            and to do all other lawfully permitted acts.



 


	10.	Non-Disparagement.
                                            a.) By Chynoweth. Unless as required by law or valid subpoena, you further agree, that you
                                            will not, at any time after the date hereof, make any remarks or comments, orally, in writing,
                                            or via social media, which remarks or comments reasonably could be construed to be derogatory
                                            or disparaging to the Company or any of its shareholders, officers, directors, employees,
                                            attorneys or agents, or which reasonably could be anticipated to be damaging or injurious
                                            to the Company’s reputation or good will or to the reputation or good will of any person
                                            associated with the Company; b.) By Company. Unless as required by law or valid subpoena,
                                            the Company, including any of its officers, directors, employees, attorneys or agents will
                                            not, at any time after the date hereof, make any remarks or comments, orally, in writing,
                                            or via social media, which remarks or comments reasonably could be construed to be derogatory
                                            or disparaging to Chynoweth or which reasonably could be anticipated to be damaging or injurious
                                            to the Chynoweth’s reputation or good will.



 




    	 



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	11.	Return
                                            of Property. You acknowledge that you will return to the Company immediately after your
                                            Separation Date all property of the Company that is in your possession or under your control,
                                            including, without limitation, any and all files, documents and other information with respect
                                            to the Company’s management, business operations or customers, including all files,
                                            documents, or other information containing Confidential Information. If any Company property
                                            is on your personal electronics, you agree to delete the same and such action will satisfy
                                            this request. However, you are allowed to retain possession and ownership of your laptop
                                            upon removal of all Company files by Company personnel.



 


	12.	Non-Solicitation:
                                            During the Transition Period and for six (6) months thereafter, you shall not, directly or
                                            indirectly, as an individual proprietor, partner, stockholder, officer, employee, director,
                                            joint venturer, investor, lender, consultant, independent contractor, or in any other capacity
                                            whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer
                                            of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit
                                            or induce, any employee, consultant, agent, director or officer of the Company to terminate
                                            his/her employment with, or otherwise adversely change, reduce, or cease any relationship
                                            with, the Company; (ii) solicit, encourage, or induce, or cause to be solicited, encouraged
                                            or induced, any franchisee, partner, joint venture, supplier, vendor or contractor who conducted
                                            business with the Company at any time during the two year period preceding the termination
                                            of your employment with the Company, to terminate or adversely modify any business relationship
                                            with the Company or not to proceed with, or enter into, any business relationship with the
                                            Company, or (iii) contact, solicit, divert, take away, or attempt to contact, solicit, divert
                                            or take away, any clients, customers or accounts, or prospective clients, customers or accounts,
                                            of the Company, or any of the Company’s business with such clients, customers or accounts,
                                            except as agreed upon in writing signed by a duly authorized officer of the Company. If any
                                            restriction set forth in this paragraph is found by any court to be unenforceable because
                                            it is overbroad in any manner, such restriction shall be interpreted to extend only over
                                            the maximum period of time, range of activities, or geographic area which the court finds
                                            to be enforceable. You acknowledge that the restrictions contained in this paragraph are
                                            necessary for the protection of the business and goodwill of the Company and are considered
                                            by you to be reasonable for such purpose. You acknowledge that the restrictions contained
                                            in this paragraph extend to and expressly prohibit conduct via social media that would violate
                                            this paragraph. You further acknowledge that the restrictions set forth in this paragraph
                                            do not prevent you from earning a livelihood nor unreasonably impose limitations on your
                                            ability to earn a living. As used in this agreement the term “client,” “customer,”
                                            or “accounts” shall include: (i) any person or entity that is a client, customer
                                            or account of the Company on the date hereof or becomes a client, customer or account of
                                            the Company during the covered period; (ii) any person or entity that was a client, customer
                                            or account of the Company at any time during the two-year period preceding the date of your
                                            termination; and (iii) any prospective client, customer or account to whom the Company has
                                            made a presentation (or similar offering of services) within a period of 180 days preceding
                                            the date of the termination of your employment.



 


	13.	Cooperation
                                            in Litigation. At the Company’s reasonable request, you agree to assist, consult
                                            with, and cooperate with the Company in any litigation or administrative procedure or inquiry
                                            that involves the Company, subject to reimbursement for your reasonable out of pocket expenses,
                                            such as travel, meals, or lodging and including reasonable and documented attorney’s
                                            fees to the extent an attorney is necessary to represent your interests in connection with
                                            such requested cooperation.



 


	14.	Breach
                                            of Agreement. Each party understands and agrees that any material breach of its respective
                                            obligations under this Agreement will render this Agreement null and void and all payments
                                            pursuant to this Agreement shall cease upon a material breach by Chynoweth. For purposes
                                            hereof, a material breach means the failure to observe or perform any of the obligations
                                            required to be observed or performed by either party hereunder where such failure shall remain
                                            uncured for thirty (30) days after written advanced notice thereof by the non-breaching party.



 




    	 



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	15.	General
                                            Release of Company. You, for yourself and your heirs, legal representatives, beneficiaries,
                                            assigns and successors in interest, hereby knowingly and voluntarily release the Company,
                                            its affiliates, and its and their successors, assigns, former or current shareholders, officers,
                                            directors, employees, agents, insurers, attorneys and representatives (“Company Released
                                            Parties”) from any and all causes of action, in law or equity, you now have, may have
                                            or ever had, whether known or unknown, from the beginning of the world to this date, including,
                                            without limitation, any claims under the Age Discrimination in Employment Act, 29 U.S.C.
                                            §621 et seq.; claims for breach of contract or based on tort; claims for employment
                                            discrimination and wrongful termination; statutory wage and hour claims under New Hampshire
                                            law, including but not limited to, claims for violation of the New Hampshire employment laws,
                                            and any other statutory, regulatory or common law causes of action (“the Released Claims”).
                                            You understand that you are releasing claims pursuant to New Hampshire law including, but
                                            not limited to, claims for untimely, underpayment, or non-payment of wages, discrimination
                                            and/or retaliation for seeking to enforce your wage and hour rights, misclassification as
                                            an independent contractor, improper withholdings or deductions, tip or service charge related
                                            claims, and claims pursuant to New Hampshire law relating to minimum wage, discrimination
                                            and/or retaliation for seeking to enforce your rights under New Hampshire law, and/or overtime
                                            pay. You hereby acknowledge and understand that this is a General Release, and that
                                            this means you are giving up your right to sue the Company Released Parties for any and all
                                            claims, including but not limited to the specific claims mentioned in this paragraph. Notwithstanding
                                            the following, under no circumstances are you releasing any rights or claims to vested 401K
                                            benefits, any rights or claims you may have to indemnification and defense, including, but
                                            not limited to, any rights you may have under the Company D&O insurance and the Company’s
                                            D&O Side ADIC insurance, and your rights to vested equity. Nothing in this General
                                            Release and Waiver of Claims is intended to bar future claims by Chynoweth against the Company
                                            arising under this Agreement or any claims that, as a matter of law, whether by statute or
                                            otherwise, may not be waived, such as claims for workers’ compensation benefits or
                                            unemployment insurance benefits and any rights to vested benefits, including stock and equity
                                            interests, and pension or retirement benefits, the rights to which are governed by the terms
                                            of the applicable Company plan documents and award agreements.



 


	16.	General
                                            Release by Company. The Company hereby knowingly and voluntarily releases Chynoweth from
                                            any and all causes of action, in law or equity, the Company now has, may have or ever had,
                                            whether known or unknown, from the beginning of the world to this date, and specifically
                                            agrees to not pursue any claims against Chynoweth for any of his actions known to the Company
                                            that were: i) taken by him during his employment with the Company; ii) within the normal
                                            course of his job duties; and iii) within the scope of his business authority as authorized
                                            by the Company and its Board of Directors and provided that such business authority was exercised
                                            in accordance with the policies and practices of the Company.



 


	17.	Participation
                                            in Agency Proceeding. You understand that nothing contained in this Agreement limits
                                            your ability to file a charge or complaint with the Equal Employment Opportunity Commission,
                                            the National Labor Relations Board, the Occupational Safety and Health Administration, the
                                            Securities and Exchange Commission or any other federal, state or local governmental agency
                                            or commission (each a “Government Agency”). You further understand that this
                                            Agreement does not limit your ability to communicate with any Government Agency or otherwise
                                            participate in any investigation or proceeding that may be conducted by any Government Agency,
                                            including providing documents or other information, without notice to the Company. However,
                                            you understand and agree that that although you may engage in such activities, you will not
                                            be entitled to receive any award or damages, to the extent consistent with applicable law.



 




    	 



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	18.	Acknowledgment.
                                            By signing this Agreement, you acknowledge and agree that you understand the meaning of this
                                            Agreement and that you freely and voluntarily enter into it and the General Release contained
                                            herein. You agree that no fact, evidence, event, or transaction, whether known or unknown,
                                            shall affect in any manner the final and unconditional nature of the agreements and release
                                            set forth herein.



 


	19.	Miscellaneous.
                                            This Agreement shall be construed in accordance with the laws of the State of New Hampshire
                                            without regard to choice or conflict of law principles. In the event that any provision contained
                                            in this Agreement is declared invalid, illegal or unenforceable for any reason by any court
                                            of competent jurisdiction, and cannot be modified to be enforceable, excluding the general
                                            release language, such provision shall immediately become null and void, leaving the remainder
                                            of this Agreement in full force and effect. However, if any portion of the general release
                                            language is ruled to be unenforceable for any reason, this entire Agreement shall be deemed
                                            null and void. To avoid any possible misunderstanding, the Company and you intend this Agreement
                                            to be a comprehensive statement of the terms of your separation and supersede: (i) all prior
                                            understandings or statements made to you by the Company regarding your arrangements with
                                            the Company after your Separation Date; and (ii) all agreements you previously executed with
                                            the Company, including your Employment Agreement and Severance Agreement. It does not, however,
                                            supersede your equity agreements with the Company. Any modifications or waiver of the terms
                                            set forth in this Agreement must be in writing and signed by you and by me on behalf of the
                                            Company. This Agreement is binding on the company’s successors and assigns.



 


Please
indicate your agreement to the terms of this Agreement by signing and dating the last page of the enclosed copy of this Agreement, and
return it to me at your earliest convenience.


 


	 	Sincerely,
	 	 
	 	/s/
    Sara Bishop
	 	Sara
    Bishop
	 	Head
    of Talent and Culture


 


By
signing this Agreement, I acknowledge and agree that I understand the meaning of this Agreement and that I freely and voluntarily enter
into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall
affect in any manner the final and unconditional nature of the agreements and releases set forth herein.


 


AGREED
TO AND EXECUTED UNDER SEAL THIS 15th day of August, 2022.


 


	 	 
	 	/s/
    Gray Chynoweth
	 	Gray
    Chynoweth