Exhibit 10.5


RESTRICTED STOCK UNIT AGREEMENT


ELECTROMED, INC.

2014 EQUITY INCENTIVE PLAN


          THIS
AGREEMENT, made effective as of this ___ day of ______________, 20___, by and between Electromed,
Inc., a Minnesota corporation (the “Company”), and _____________________
(“Participant”).


W I T N E S S E T
H:


          WHEREAS,
Participant on the date hereof is an Employee, Director of, or Consultant to
the Company or one of its Subsidiaries; and


          WHEREAS,
the Company wishes to grant a restricted stock unit award to Participant for
shares of the Company’s Common Stock pursuant to the Company’s 2014 Equity
Incentive Plan (the “Plan”); and


          WHEREAS,
the Administrator of the Plan has authorized the grant of a restricted stock
unit award to Participant; 


          NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


        1.          Grant of
Restricted Stock Unit Award; Term. The Company hereby grants to
Participant on the date set forth above a restricted stock unit award (the
“Award”) for ________ (_________) restricted stock units on the terms and
conditions set forth herein. Each restricted stock unit shall entitle the
Participant to receive either one share of the Company’s Common Stock or a cash
payment in accordance with Paragraph 3 below. 



        2.          Vesting
of Restricted Stock Units.


                     a.          General.
The restricted stock units subject to this Award shall vest according to the
following schedule: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Specified Date or Achievement
(each, a
 “Vesting Time”)



 	
  

 	
 Number of Units
that Vest 



 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [Exact time/procedures for certifying achievement should be
 determined when Award is approved and specified in this Section]

 	
  

 	
 [To be completed]

 	
  

 









                         b.          Termination
of Relationship. If Participant ceases to be [an Employee] [a Consultant] [a Director]
of the Company or any Subsidiary at any time during the term of the Award, for
any reason, this Award shall terminate and all restricted stock units subject
to this Award that have not vested shall be forfeited by Participant. 


          3.             Issuance of Shares or Payment. Upon
each Vesting Time, the Company shall cause to be issued and delivered to Participant
a stock certificate (or, upon request and if permitted in the Administrator’s
discretion, an entry to be made in the books of the Company or its designated
agent) representing that number of shares of Common Stock which is equivalent
to the number of restricted stock units that have vested, less any shares
withheld for payment of taxes as provided in Section 4(e) below, and shall
deliver such certificate to Participant. Until the Vesting Time, Participant
shall not be entitled to vote the shares of Common Stock represented by such
restricted stock units, shall not be entitled to receive dividends attributable
to such shares of Common Stock, and shall not have any other rights as a
shareholder with respect to such shares. 


                          Alternatively,
the Company may, in its sole discretion, pay Participant a lump sum payment, in
cash, equal to the Fair Market Value of that number of shares of Common Stock
which is equivalent to the number of restricted stock units that have vested,
subject to the withholding provisions of Section 4(f) below. Such Fair Market
Value shall be determined as of each Vesting Time. If the Company makes such
cash payment, the Participant shall not be entitled to vote the shares of
Common Stock represented by such restricted stock units, shall not be entitled
to receive dividends attributable to such shares of Common Stock, and shall not
have any other rights as a shareholder with respect to such shares, whether
before or after the Vesting Time. 


                          The
Company will issue shares of Common Stock or make a cash payment pursuant to
this Award as soon as practicable following the applicable Vesting Time, but in
no event beyond 2 1⁄2 months after the end of the calendar year in which the
Vesting Time occurs.


          4.          General
Provisions.


                          a.          Employment
or Other Relationship. This Agreement shall not confer on
Participant any right with respect to continuance of employment or any other
relationship by the Company or any of its Affiliates, nor will it interfere in
any way with the right of the Company to terminate such employment or
relationship. Nothing in this Agreement shall be construed as creating an
employment or service contract for any specified term between Participant and
the Company or any Affiliate. 


                          b.          280G Limitations. Notwithstanding
anything in the Plan, this Agreement or in any other agreement, plan, contract
or understanding entered into from time to time between Participant and the
Company or any of its Subsidiaries to the contrary (except an agreement that
expressly modifies or excludes the application of this Paragraph 4(b)), the
vesting of this Award shall
not be accelerated in connection with a Change of Control to the extent that
such acceleration, taking into account all other rights, payments and benefits
to which Participant is entitled under any other plan or agreement, would
constitute a “parachute payment” or an “excess parachute payment” for purposes
of Code Sections 280G and 4999, or any successor provisions, and the
regulations issued thereunder; provided, however, that the Administrator, in
its sole discretion and in accordance with applicable law, may modify or
exclude the application of this Paragraph 4(b).





                          c.          Securities
Law Compliance. Participant shall not transfer or otherwise
dispose of the shares of Common Stock received pursuant to this Award until
such time as the Company and its counsel shall have determined that such
transfer or other disposition will not violate any state or federal securities
laws. Participant may be required by the Company, as a condition of the
effectiveness of this Award, to give any written assurances that are necessary
or desirable in the opinion of the Company and its counsel to ensure the
issuance complies with applicable securities laws, including that all Common
Stock subject to this Award shall be held, until such time that such Common
Stock is registered and freely tradable under applicable state and federal
securities laws, for Participant’s own account without a view to any further
distribution thereof; that the certificates (or, if permitted, book entries)
for such shares shall bear an appropriate legend or notation to that effect;
and that such shares will be not transferred or disposed of except in
compliance with applicable state and federal securities laws. 


                          d.          Mergers,
Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment,
change of control, severance or similar agreement executed by Participant and
the Company, pursuant and subject to Section 13 of the Plan, certain changes in
the number or character of the shares of Common Stock of the Company (through
merger, consolidation, exchange, reorganization, divestiture (including a
spin-off), liquidation, recapitalization, stock split, stock dividend or
otherwise) shall result in an adjustment, reduction or enlargement, as
appropriate, in Participant’s rights with respect to any unvested restricted
stock units subject to this Award (i.e., Participant shall have such
“anti-dilution” rights under the Award with respect to such events, but shall
not have “preemptive “ rights).


                          e.          Shares
Reserved. The Company shall at all times during the term of this
Agreement reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.


                          f.          Withholding
Taxes. To permit the Company to comply with all applicable
federal and state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that, if necessary, all applicable
federal and state payroll, income or other taxes attributable to this Award are
withheld from any amounts payable by the Company to Participant. If the Company
is unable to withhold such federal and state taxes, for whatever reason, the
Participant hereby agrees to pay to the Company an amount equal to the amount
the Company would otherwise be required to withhold under federal or state law
prior to the issuance of any certificates (or, if permitted, book entries) for
the shares of Common Stock subject to this Award. Subject to such rules as the
Administrator may adopt, the Administrator may, in its sole discretion, permit
Participant to satisfy such withholding tax obligations, in whole or in part,
by delivering shares of the Company’s Common Stock, including shares of Common
Stock received pursuant to this Award, having a Fair Market Value, as of the
date the amount of tax to be withheld is determined under applicable tax law,
equal to the statutory minimum amount required to be withheld for tax purposes.
In no event may Participant deliver shares having a Fair Market Value in excess
of such statutory minimum required tax withholding. Participant’s election to
deliver shares or to have shares withheld for this purpose shall be made on or
before the date that the amount of tax to be withheld is determined under
applicable tax law, and shall be irrevocable as of such date if approved by the
Administrator. Such election shall comply with such rules as the Administrator
may adopt to assure compliance with Rule 16b-3, if applicable.





                          g.          Nontransferability. No portion of this
Award that has not vested may be assigned or transferred, in whole or in part,
other than by will or by the laws of descent and distribution. 


                          h.          2014
Equity Incentive Plan. The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Agreement. This Agreement is
subject to and in all respects limited and conditioned as provided in the Plan.
All capitalized terms in this Agreement not defined herein shall have the
meanings ascribed to them in the Plan. The Plan governs this Agreement and, in
the event of any questions as to the construction of this Agreement or in the
event of a conflict between the Plan and this Agreement, the Plan shall govern,
except as the Plan otherwise provides.


                          i.          Lockup
Period Limitation. Participant agrees that in the event the
Company advises Participant that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended,
Participant will execute any lock-up agreement the Company and the
underwriter(s) deem necessary or appropriate, in their sole discretion, in
connection with such public offering. 


                          j.          Blue Sky
Limitation. Notwithstanding anything in this Agreement to the
contrary, in the event the Company makes any public offering of its securities
and determines, in its sole discretion, that it is necessary to reduce the
number of issued but unvested restricted stock units so as to comply with any
state securities or Blue Sky law limitations with respect thereto, the Board of
Directors of the Company shall accelerate the vesting of this restricted stock
unit award, provided that the Company gives Participant 15 days’ prior written
notice of such acceleration. Notice shall be deemed given when delivered
personally or when deposited in the United States mail, first class postage
prepaid and addressed to Participant at the address of Participant on file with
the Company.


                          k.          Affiliates.
Participant agrees that, if Participant is an “affiliate” of the Company or any
Affiliate (as defined in applicable legal and accounting principles) at the
time of a Change of Control (as defined in Section 1(f) of the Plan),
Participant will comply with all requirements of Rule 145 of the Securities Act
of 1933, as amended, and the requirements of such other applicable legal or
accounting principles, and will execute any documents necessary to ensure such
compliance.


                          l.          Stock
Legend. The Administrator may require that the certificates for
any shares of Common Stock issued to Participant (or, in the case of death,
Participant’s successors) under this Agreement shall bear an appropriate legend
to reflect the restrictions of Paragraph 4(c) and Paragraphs 4(i) through 4(k)
of this Agreement; provided, however, that failure to so endorse any of such
certificates shall not render invalid or inapplicable Paragraph 4(c) or
Paragraphs 4(i) through 4(k). 


                          m.          Scope of
Agreement. This Agreement shall bind and inure to the benefit of
the Company and its successors and assigns and Participant and any successor or
successors of Participant permitted by this Agreement. This Award is expressly
subject to all terms and conditions contained in the Plan and in this
Agreement, and Participant’s failure to execute this Agreement shall not
relieve Participant from complying with such terms and conditions.





                          n.          Choice of Law. The law of the state of
Minnesota shall govern all questions concerning the construction, validity, and
interpretation of this Plan, without regard to that state’s conflict of laws
rules. 


                          o.          Severability. In the event that any provision of this Plan
shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining provisions of this Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included. 


                          p.          Arbitration.
Any dispute arising out of or relating to this Agreement or the alleged breach
of it, or the making of this Agreement, including claims of fraud in the
inducement, shall be discussed between the disputing parties in a good faith
effort to arrive at a mutual settlement of any such controversy. If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or
business litigation for at least 10 years. If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of the
District Court of Scott County, select an arbitrator. Arbitration will be
conducted pursuant to the provisions of this Agreement, and the commercial
arbitration rules of the American Arbitration Association, unless such rules
are inconsistent with the provisions of this Agreement. Limited civil discovery
shall be permitted for the production of documents and taking of depositions.
Unresolved discovery disputes may be brought to the attention of the arbitrator
who may dispose of such dispute. The arbitrator shall have the authority to award
any remedy or relief that a court of this state could order or grant; provided,
however, that punitive or exemplary damages shall not be awarded. The
arbitrator may award to the prevailing party, if any, as determined by the
arbitrator, all of its costs and fees, including the arbitrator’s fees,
administrative fees, travel expenses, out-of-pocket expenses and reasonable
attorneys’ fees. Unless otherwise agreed by the parties, the place of any
arbitration proceedings shall be Scott County, Minnesota.


***Signature Page Follows***





          ACCORDINGLY,
the parties hereto have caused this Agreement to be executed on the day and
year first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ELECTROMED,
 INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  



 
	
  

 	
  

 	
 Its:

 	
  



 
	
  

 	
  

 
	
  

 	
  



 
	
  

 	
 Participant

 


[Signature Page to Restricted Stock Unit
Agreement]