Exhibit 10.4


RESTRICTED STOCK AGREEMENT


ELECTROMED, INC.

2014 EQUITY INCENTIVE PLAN


          THIS
AGREEMENT is 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 is, on the date hereof, an Employee, Director of or a Consultant to
the Company or one of its Subsidiaries; and


          WHEREAS,
the Company wishes to grant a restricted stock 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
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 Award. The
Company hereby grants to Participant on the date set forth above a restricted
stock award (the “Award”) for ____________(________) shares of Common Stock on
the terms and conditions set forth herein, which shares are subject to
adjustment pursuant to Section 13 of the Plan. The Company shall cause to be
issued one or more stock certificates representing such shares of Common Stock
in Participant’s name, and may deliver such stock certificate to Participant or
may hold each such certificate until such time as the risk of forfeiture and
other transfer restrictions set forth in this Agreement have lapsed with
respect to the shares represented by the certificate. The Company may also
place a legend on such certificates describing the risks of forfeiture and
other transfer restrictions set forth in this Agreement providing for the
return from Participant, if applicable, and cancellation of such certificates
if the shares of Common Stock are forfeited as provided in Section 2 below.
Until such risks of forfeiture have lapsed or the shares subject to this Award
have been forfeited pursuant to Section 2 below, Participant shall be entitled
to vote the shares represented by such stock certificates and shall receive all
dividends attributable to such shares, but Participant shall not have any other
rights as a shareholder with respect to such shares.





          2.       Vesting
of Restricted Stock.


                    a.          General. The shares of Stock subject to
this Award shall remain forfeitable until the risks of forfeiture lapse
according to the following schedule: 


	
  

 	
  

 	
  

 
	
  

 	
 Specified Date or Achievement

 	
 Number of Shares as to which

 
	
  

 	
  (each, a “Vesting Time”)

 	
 Risks of Forfeiture Lapse

 
	
  

 	
  

 	
  

 
	
  

 	
 [The date and time of day or

 	
 [to be completed]

 
	
  

 	
 certification of achievement 

 	
  

 
	
  

 	
 procedures should be approved when

 	
  

 
	
  

 	
 award is granted and specified in 

 	
  

 
	
  

 	
 this section]

 	
  

 


                    b.          Termination of Relationship. If
Participant ceases to be [an Employee] [a Consultant] [a Director] of the
Company or any Subsidiary for any reason, including Participant’s voluntary
resignation, retirement, death or disability, Participant shall immediately
forfeit all shares of Stock subject to this Award as to which the risks of
forfeiture have not lapsed. 


                    3.          General Provisions. 


                    a.          Employment
or Other Relationship. This Agreement shall not confer on
Participant any right with respect to continuance of employment or 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 lapse of the risks of forfeiture 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 Agreement 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 Agreement 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 sale, 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 the number of shares
subject to this Award. Any additional shares that are credited pursuant to such
adjustment shall be subject to the same restrictions as are applicable to the
shares with respect to which the adjustment relates.


                    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,
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 transfer of any certificates for the shares of 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 the Participant deliver shares having a Fair Market Value in excess of such
statutory minimum required tax withholding. Participant’s election to deliver
shares for purposes of such withholding tax obligations shall be made on or
before the date that triggers such obligations or, if later, 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. Participant’s
request 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 for which the risks of forfeiture have not lapsed 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 Award 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, the 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 Restricted Stock Awards so as to comply
with any state securities or Blue Sky law limitations with respect thereto, the
Board of Directors of the Company shall remove the risks of forfeiture (in full
or in part) to which this Award is subject, provided that the Company gives
Participant 15 days’ prior written notice of such removal. 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 (or, if permitted, book entries) for any shares
of Common Stock issued to Participant (or, in the case of death, Participant’s
successors) shall bear an appropriate legend or notation to reflect the
restrictions of Paragraph 3(c) and Paragraphs 3(i) through 3(k) of this
Agreement; provided, however, that failure to so endorse any of such
certificates shall not render invalid or inapplicable Paragraph 3(c) or
Paragraph 3(i) through 3(k).


                    m.          Scope of
Agreement. This Agreement shall bind and inure to the benefit of
the Company and its successors and assigns and of Participant and any
successors of Participant. 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
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 [Restricted Stock Agreement Signature Page]