UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2024, Dynatronics Corporation (the "Company") entered into a Change in Control Agreement (the "Agreement") with Brian Baker, the Company's President and CEO. Under the terms of the Agreement, if a Change in Control (as defined in the Agreement) occurs during the term of Mr. Baker's employment with the Company, Mr. Baker will receive a lump-sum cash payment in an amount equal to two and one-half times (2.5x) his then current base salary within 10 business days following the occurrence of the Change in Control.
Mr. Baker is not entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code of 1986 ("Section 280G"). Instead, the Agreement provides for a "best net" approach, whereby applicable benefit payments are limited to the threshold amount under Section 280G if it would be more favorable to Mr. Baker on a net after-tax basis than receiving the full benefit payments and paying the excise taxes.
The term of the Agreement commenced March 20, 2024 and will continue in effect until the earlier of (a) March 20, 2025, (b) the Company's (or its successor's) satisfaction of all of its obligations under the Agreement, and (c) mutual termination of the Agreement by the Company and Mr. Baker.
The foregoing description of the Agreement is a summary, is not intended to be complete, and is qualified in its entirety by reference to the Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Change in Control Agreement between Dynatronics Corporation and Brian D. Baker dated March 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 20, 2024 | DYNATRONICS CORPORATION | |
| By: | /s/ Brian D. Baker | |
| Name: | Brian D. Baker | |
| Title: | President and Chief Executive Officer | |