FORM OF] DYNATRONICS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Exhibit 4.6
[FORM OF]
DYNATRONICS CORPORATION
This Restricted Stock Award Agreement (this
“Agreement”)
is made and entered into as of [DATE OF GRANT] (the
“Grant
Date”) by and between
Dynatronics Corporation, a Utah corporation (the
“Company”)
and [NAME OF EMPLOYEE/GRANTEE] (the “Employee”).
WHEREAS, the Company has adopted the 2018 Equity
Incentive Plan (the “Plan”)
under which awards of Restricted Stock may be granted;
and
WHEREAS, the Committee has determined that it is in the
best interests of the Company and its shareholders to grant the
award of Restricted Stock provided for herein.
NOW,
THEREFORE, the parties hereto,
intending to be legally bound, agree as
follows:
1.
Grant
of Restricted Stock. Pursuant
to Section 7.4 of the Plan, the
Company hereby issues to the Employee on the Grant Date a
Restricted Stock Award consisting of, in the aggregate, [NUMBER OF
SHARES] shares of Common Stock of the Company (the
“Restricted
Stock”), on the terms and
conditions and subject to the restrictions set forth in this
Agreement and the Plan. Capitalized terms that are used but not
defined herein have the meaning ascribed to them in the
Plan.
2.
Consideration.
The grant of the Restricted Stock is made in consideration of
[PURPOSE FOR GRANT/CONSIDERATION].
3.1.
The
Restricted Stock will vest in accordance with the following
schedule:
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Vesting Date
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Shares of Common Stock
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[VESTING
SCHEDULE]
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[VESTING
RATE]
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The period over which the Restricted Stock vests
is referred to as the “Restricted
Period”.
4.
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan,
during the Restricted Period, the Restricted Stock or the rights
relating thereto may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Employee. Any
attempt to assign, alienate, pledge, attach, sell or otherwise
transfer or encumber the Restricted Stock or the rights relating
thereto during the Restricted Period shall be wholly ineffective
and, if any such attempt is made, the Restricted Stock will be
forfeited by the Employee and all of the Employee’s rights to
such shares shall immediately terminate without any payment or
consideration by the Company.
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5.
Rights
as Shareholder; Dividends.
5.1.
The
Employee shall be the record owner of the Restricted Stock until
the shares of Common Stock are sold or otherwise disposed of, and
shall be entitled to all of the rights of a shareholder of the
Company including, without limitation, the right to vote such
shares and receive all dividends or other distributions paid with
respect to such shares.
5.2.
The
Company may issue stock certificates or evidence the
Employee’s interest by using a restricted book entry account
with the Company’s transfer agent. Physical possession or
custody of any stock certificates that are issued shall be retained
by the Company until such time as the Restricted Stock
vests.
5.3.
If the Employee forfeits any rights he has under
this Agreement in accordance with Section
3
of this Agreement, the Employee shall,
on the date of such forfeiture, no longer have any rights as a
shareholder with respect to the Restricted Stock and shall no
longer be entitled to vote or receive dividends on such
shares.
6.
No
Right to Continued Service on the Board. Neither the Plan nor this Agreement shall confer
upon the Employee any right to be retained as an Employee of the
Company or in any other capacity. Further, nothing in the Plan or
this Agreement shall be construed to limit the discretion of the
Company to terminate the Employee’s Continuous Service at any
time.
7.
Adjustments.
If any change is made to the outstanding Common Stock or the
capital structure of the Company, if required, the shares of Common
Stock shall be adjusted or terminated in any manner as contemplated
by Article 11 of the
Plan.
8.
Tax
Liability and Withholding.
8.1.
As
a condition to the issuance of any Restricted Stock, the Company
may withhold, or require the Employee to pay or reimburse the
Company for any taxes which the Company determines are required to
be withheld under federal, state or local law in connection with
the grant or vesting of the Restricted Stock.
8.2.
Notwithstanding any action the Company takes with
respect to any or all income tax, social insurance, payroll tax, or
other tax-related withholding (“Tax-Related
Items”), the ultimate
liability for all Tax-Related Items is and remains the
Employee’s responsibility and the Company (a) makes no
representation or undertakings regarding the treatment of any
Tax-Related Items in connection with the grant or vesting of the
Restricted Stock or the subsequent sale of any shares and (b) does
not commit to structure the Restricted Stock to reduce or eliminate
the Employee’s liability for Tax-Related
Items.
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9.
Section
83(b) Election. The Employee
may make an election under Code
Section 83(b) (a “Section 83(b)
Election”) with respect
to the Restricted Stock. Any such election must be made within
thirty (30) days after the Grant Date. If the Employee elects to
make a Section 83(b) Election,
the Employee shall provide the Company with a copy of an executed
version and satisfactory evidence of the filing of the
executed Section 83(b) Election
with the US Internal Revenue Service. The Employee agrees to assume
full responsibility for ensuring that the Section 83(b) Election is actually and timely
filed with the US Internal Revenue Service and for all tax
consequences resulting from
the Section 83(b)
Election.
10.
Compliance
with Law. The issuance and
transfer of shares of Common Stock shall be subject to compliance
by the Company and the Employee with all applicable requirements of
federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company’s
shares of Common Stock may be listed. No shares of Common Stock
shall be issued or transferred unless and until any then applicable
requirements of state and federal laws and regulatory agencies have
been fully complied with to the satisfaction of the Company and its
counsel. The Employee understands that the Company is under no
obligation to register the shares of Common Stock with the
Securities and Exchange Commission, any state securities commission
or any stock exchange to effect such
compliance.
11.
Legends.
A legend may be placed on any certificate or other document
delivered to the Employee indicating restrictions on
transferability of the shares of Restricted Stock pursuant to this
Agreement or any other restrictions that the Committee may deem
advisable under the rules, regulations and other requirements of
the Securities and Exchange Commission, any applicable federal or
state securities laws or any stock exchange on which the shares of
Common Stock are then listed or quoted.
12.
Notices.
Any notice required to be delivered to the Company under this
Agreement shall be in writing and addressed to the Secretary of the
Company at the Company’s principal corporate offices. Any
notice required to be delivered to the Employee under this
Agreement shall be in writing and addressed to the Employee at the
Employee’s address as shown in the records of the Company.
Either party may designate another address in writing (or by such
other method approved by the Company) from time to
time.
13.
Governing
Law. This Agreement will be
construed and interpreted in accordance with the laws of the State
of Utah without regard to conflict of law
principles.
14.
Interpretation.
Any dispute regarding the interpretation of this Agreement shall be
submitted by the Employee or the Company to the Committee
(excluding the Employee if the Employee serves on the Committee)
for review. The resolution of such dispute by the Committee shall
be final and binding on the Employee and the
Company.
15.
Restricted
Stock Subject to Plan. This
Agreement is subject to the Plan as approved by the Company’s
shareholders. The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by
reference. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and
prevail.
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16.
Successors
and Assigns. The Company may
assign any of its rights under this Agreement. This Agreement will
be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer set
forth herein, this Agreement will be binding upon the Employee and
the Employee’s beneficiaries, executors, administrators and
the person(s) to whom the Restricted Stock may be transferred by
will or the laws of descent or distribution.
17.
Severability.
The invalidity or unenforceability of any provision of the Plan or
this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each
provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.
18.
Discretionary
Nature of Plan. The Plan is
discretionary and may be amended, cancelled or terminated by the
Company at any time, in its discretion. The grant of the Restricted
Stock in this Agreement does not create any contractual right or
other right to receive any Restricted Stock or other Awards in the
future. Future Awards, if any, will be at the sole discretion of
the Company. Any amendment, modification, or termination of the
Plan shall not constitute a change or impairment of the terms and
conditions of the Employee’s membership on the
Board.
19.
Amendment.
The Committee has the right to amend, alter, suspend, discontinue
or cancel the Restricted Stock, prospectively or
retroactively; provided,
that, no such amendment shall
adversely affect the Employee’s material rights under this
Agreement without the Employee’s consent.
20.
Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this
Agreement transmitted by facsimile, by electronic mail in portable
document format (.pdf), or by any other electronic means intended
to preserve the original graphic and pictorial appearance of a
document, will have the same effect as physical delivery of the
paper document bearing an original signature.
21.
Acceptance.
The Employee hereby acknowledges receipt of a copy of the Plan and
this Agreement. The Employee has read and understands the terms and
provisions thereof, and accepts the Restricted Stock subject to all
of the terms and conditions of the Plan and this Agreement. The
Employee acknowledges that there may be adverse tax consequences
upon the grant or vesting of the Restricted Stock or disposition of
the shares and that the Employee has been advised to consult a tax
advisor prior to such grant, vesting or
disposition.
[Signature Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
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DYNATRONICS
CORPORATION
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By:
_____________________________________
Name:___________________________________
Title:____________________________________
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[NAME
OF EMPLOYEE/GRANTEE]
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____________________________________
Signature:____________________________
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