-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOKA0i6vu58X8BCuO884i4SD6QHMZHW2ULPjQI+2SRUvpKnqgvyMhxK0+wuK/Cyl f4FYDJvIF7N6205McHODEA== 0000096313-05-000301.txt : 20051129 0000096313-05-000301.hdr.sgml : 20051129 20051129163036 ACCESSION NUMBER: 0000096313-05-000301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATRONICS CORP CENTRAL INDEX KEY: 0000720875 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 870398434 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12697 FILM NUMBER: 051232336 BUSINESS ADDRESS: STREET 1: 7030 PARK CENTRE DRIVE STREET 2: BLDG D CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8014854739 MAIL ADDRESS: STREET 1: 7030 PARK CENTER DR CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: DYNATRONICS LASER CORP DATE OF NAME CHANGE: 19920703 8-K 1 dynatronics8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K ------------ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2005 DYNATRONICS CORPORATION (Exact name of registrant as specified in its charter) Commission File No. 0-12697 Utah 87-0398434 (State or other jurisdiction of (IRS Employer Identification incorporation) Number) 7030 Park Centre Dr. Salt Lake City, Utah 84121 (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (801) 568-7000 Former name or former address, if changed since last report: Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Equity Incentive Award Plan On November 22, 2005, the shareholders of Dynatronics Corporation (the "Company") approved the Company's 2005 Equity Incentive Award Plan (the "Plan") at the Company's Annual Meeting of Shareholders. The Company's Board of Directors previously adopted the Plan subject to shareholder approval. The Plan provides for the grant of up to an aggregate of 402,413 shares to eligible individuals in the form of various types of equity awards, including incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, stock payments, deferred stock, restricted stock units, other stock-based awards, and performance-based awards. A more detailed description of the principal provisions of the 2005 Plan is set forth in the Company's proxy statement for the Company's Annual Meeting of Shareholders filed with the Securities and Exchange Commission on October 27, 2005. The description of the Plan in the proxy statement and the description of the Plan contained herein are qualified in their entirety by the terms of the Plan, a copy of which is incorporated by reference herein as Exhibit 10.1. Equity Incentive Award Plan Forms Pursuant to the Plan, from time to time the Company may issue, among other things, incentive stock options and nonqualified stock options. All grants of incentive stock options will be made pursuant to a Stock Option Agreement for Incentive Stock Options, a general form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. All grants of nonqualified stock options will be made pursuant to a Stock Option Agreement for Nonqualified Stock Options, a general form of which is filed herewith as Exhibit 10.3 and incorporated herein by reference. Under the Plan, the Compensation Committee has the right to specify the terms and conditions of individual awards granted under the Plan, including incentive stock options and nonqualified stock options. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Dynatronics Corporation 2005 Equity Incentive Award Plan (incorporated by reference from Annex A to Dynatronics Corporation's Definitive Proxy Statement filed with the Securities and Exchange Commission on October 27, 2005) 10.2 Form of Dynatronics Corporation Stock Option Agreement for Incentive Stock Options under Dynatronics Corporation's 2005 Equity Incentive Award Plan 10.3 Form of Dynatronics Corporation Stock Option Agreement for Nonqualified Stock Options under Dynatronics Corporation's 2005 Equity Incentive Award Plan 2 SIGNATURES 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. DYNATRONICS CORPORATION By: /s/ Kelvyn H. Cullimore, Jr. --------------------------------- Kelvyn H. Cullimore, Jr. Chairman and President Date: November 29, 2005 3 EX-10 2 dynatronics8kexh102.txt Exhibit 10.2 ------------ Dynatronics Corporation Stock Option Agreement for Incentive Stock Options Pursuant to the terms and conditions of the Dynatronics Corporation 2005 Equity Incentive Award Plan (the "Plan"), Dynatronics Corporation (the "Company") desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's common stock to provide the Grantee with an added incentive as an employee of the Company or one or more of its subsidiaries hereby grants to the Grantee and the Grantee hereby accepts an Option to purchase the number of such shares specified below during a term ending at midnight Mountain Time on the Expiration Date of this Option specified below at the Option Exercise Price specified below subject to and upon the following terms and conditions: This Option is intended to be and shall be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. 1. Identifying Provisions. As used in this Option, the following terms shall have the following respective meanings: a. Grantee: b. Date of Grant: c. Number of Shares Optioned: d. Option Exercise Price Per Share (Not to be less than the Fair Market Value of the Common Stock of the Company as defined by the Plan): e. Expiration Date: 2. Vesting and Expiration. At the date of Grant, and subject to the provisions for termination herein, this Option shall become immediately exercisable until and including the expiration date of this Option, whereupon the Option shall expire and may thereafter no longer be exercised. 3. Termination Provisions. The right to exercise this Option is subject to the following restrictions and limitations: 1 a. Termination of Employment. Except as provided in Sections 3.b and 3.c, below, or except as otherwise determined by the Committee, this Incentive Stock Option shall terminate three (3) months after the date of termination of the Optionee's employment. b. Death of Grantee. Upon the death of the Grantee while in the Company's employ or within not more than three (3) months after termination of Grantee's employment, any portion of this Incentive Stock Option exercisable on the date of death may be exercised by the Grantee's estate or by a person who acquires the right to exercise such Incentive Stock Option by bequest or inheritance or by reason of the death of the Grantee, provided that such exercise occurs within both the remaining Option Term of the Incentive Stock Option and one year after the Optionee's death. The provisions of this Section shall apply notwithstanding the fact that the Grantee's employment may have terminated prior to death, but only to the extent of any portion of this Incentive Stock Option which was exercisable on the date of death. c. Retirement or Resignation. Upon the termination of the Grantee's employment by reason of retirement or permanent disability (as each is determined by the Committee), the Grantee may, within 36 months from the date of such termination of employment, exercise any portion of this Incentive Stock Option to the extent such Incentive Stock Option was exercisable at the date of such termination of employment. Notwithstanding the foregoing, the tax treatment available pursuant to Section 422 of the Code, upon the exercise of the Incentive Stock Option will not be available to the Grantee who exercises any Incentive Stock Option more than (i) 12 months after the date of termination of employment due to permanent disability or (ii) three months after the date of termination of employment due to retirement. d. Continuity of Employment. This Option shall not be exercisable in any part unless at all times beginning with the date of Grant and ending no more than three (3) months prior to the date of exercise, the Grantee has, except for military service leave, sick leave or other bona fide leave of absence (such as temporary employment by the United States Government), been in the continuous employ of the Company or parent or subsidiary thereof, except that such period of three (3) months shall be extended to one (1) year following any termination of such employment by reason of the Grantee's total disability. 4. Restrictions on Transferability of Option. This Option may not be transferred by the Grantee other than by will or the laws of descent and distribution or pursuant to the terms of a qualified domestic relations order as defined in the U.S. Internal Revenue Code. During the Grantee's lifetime the Option may be exercised only by the Grantee or the Grantee's guardian or legal representative. The Grantee is prohibited from the sale, exchange, transfer, pledge, hypothecation, gift or other disposition of the shares of Common Stock underlying the Incentive Stock Option until the later of either two (2) years after the Date of Grant or one (1) year after the transfer to the Grantee of such underlying Common Stock after the exercise of such Incentive Stock Option. In the event the Grantee chooses to make a premature disposition of such underlying Common Stock contrary to such restrictions, the Options shall be treated as Non-Statutory Stock Options pursuant to the terms of Article II of the Plan from the date of grant which, in particular, shall cause the Grantee to be taxed upon the fair market value of the underlying shares on the date of exercise. 2 5. Adjustments and Corporate Reorganizations. Subject to the provisions of the Plan under which this Option is granted, if the outstanding shares of stock of the class then subject to this Option are increased or decreased or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash), or rights as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, although without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share. No fractional share of stock shall be issued under this Option or in connection with any adjustment. Such adjustments shall be made by the Committee, under authority of the Company's Board of Directors, whose determinations as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Option are changed into or exchanged for property (including cash), rights or securities not of the Company's issue or any combination thereof, or upon a sale of substantially all of the property of the Company to or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by another corporation or person, this Option shall terminate unless provision is made in writing in connection with such transaction for the assumption of this Option or the substitution for this Option of an Option covering the stock of a successor employer corporation or a parent or a subsidiary thereof, with appropriate adjustments in accordance with the provisions above in this section entitled "Adjustments and Corporate Reorganizations" as to the number and kind of shares optioned and their exercise prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall so terminate, the Grantee or other person then entitled to exercise this Option shall have the right at such time prior to the consummation of the transaction causing such termination as the Company shall designate to exercise the unexercised portions of this Option, including the portions thereof which would but for this section entitled "Adjustments and Corporate Reorganizations," not yet be exercisable. 3 6. Exercise, Payment For and Delivery of Stock. This Option may be exercised by the Grantee or other person then entitled to exercise it by giving four (4) business days written notice of exercise to the Company specifying the number of shares to be purchased and the total purchase price, accompanied by a check to the order of the Company in payment of such price. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of such exercise, the notice of exercise shall also be accompanied by a check to the order of the Company in payment of the amount thus required to be withheld. 7. Rights in Stock Before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option unless and until such shares have been issued to such person as fully-paid shares. 8. Requirements of Law. By accepting this Option, the Grantee represents and agrees for himself or herself and his or her transferees by will or the laws of descent and distribution that unless a registration statement under the Securities Act of 1933 is in effect as to shares purchased upon any exercise of this Option (a) any and all shares so purchased shall be acquired for his or her personal account and not with a view to or for sale in connection with any distribution and (b) each notice of the exercise of any portion of this Option shall be accompanied by a representation and warranty in writing signed by the person entitled to exercise the same, that the shares are being so acquired in good faith for his or her personal account and not with a view to or for sale in connection with any distribution. No certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Company, such securities may be issued and delivered without causing the Company to be in violation of or incur any liability under any federal, state or other securities law, or any other requirement of law or of any regulatory body having jurisdiction over the Company. 9. Stock Option Plan. This Option is subject to and the Company and Grantee agree to be bound by all of the terms and conditions of the Company's Plan under which this Option was granted, as the same may have been amended from time to time in accordance with its terms; provided that no such amendment shall deprive the Grantee without the Grantee's consent of this Option or any rights hereunder. Pursuant to said Plan, the Committee, or if there is no Committee, the Board of Directors of the Company is vested with exclusive authority to interpret and construe the Plan and this Option and is authorized to adopt rules and regulations for carrying out the Plan. A copy of the Plan in its present form is available for inspection during business hours by the Grantee or other persons entitled to exercise this Option at the Company's principal office. 10. Notices. Any notice to be given to the Company shall be addressed to the Company in care of its Corporate Secretary at its principal offices and any notice to be given to the Grantee shall be addressed to the Grantee at the address set forth beneath the Grantee's signature hereto or at such other address as the Grantee may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as before said, registered or certified and deposited postage and registry or certification fees prepaid in a post office or branch post office regularly maintained by the United States Postal Service. 4 This Agreement has been executed and delivered by the Company in Salt Lake City, Utah and shall be construed and enforced in accordance with the laws of said state, other than any choice of law rules calling for the application of laws of another jurisdiction. Should there be any inconsistency or discrepancy between the provisions of this Option and the terms and conditions of the Plan, under which this Option is granted, the provisions in the Plan shall govern and prevail. The receipt of this Option does not give the grantee any right to continued employment by the Company or a subsidiary for any period, nor shall the granting of this Option or the issuance of shares on exercise thereof give the Company or any subsidiary any right to the continued services of the Grantee for any period. IN WITNESS WHEREOF the Company has granted this Option on the date of Grant specified above. DYNATRONICS CORPORATION 7030 Park Centre Drive Salt Lake City, UT 84121 By:______________________________________ Its: Secretary/Treasurer GRANTEE: _________________________________________ Signature _________________________________________ Print or Type Name Address: _________________________________________ _________________________________________ City/State/Zip 5 EX-10 3 dynatronics8kexh103.txt Exhibit 10.3 ------------ Dynatronics Corporation Stock Option Agreement for Nonqualified Stock Options Pursuant to the terms and conditions of Dynatronics Corporation's 2005 Equity Incentive Award Plan (the "Plan"), Dynatronics Corporation (the "Company") hereby grants to the Participant an Option to purchase shares of the Company's common stock on the following terms and conditions: 1. Identifying Provisions. As used in this Option, the following terms shall have the following respective meanings: a. Participant is: b. Date of Grant is: c. Number of Covered Shares is: d. Exercise Price Per Share is: e. Expiration Date: 2. Award. This Agreement specifies the terms of the option ("Option") granted to the Participant to purchase the number of Covered Shares of Stock at the Exercise Price set forth above in Paragraph 1. The Option is not an "incentive stock option" as that term is used in Code section 422. 3. Date of Exercise. Except as limited by this Agreement or by the Plan, this Option shall become exercisable immediately at the Grant Date and shall remain exercisable until and including the Expiration Date of this Option, whereupon the Option shall expire and may thereafter no longer be exercised. If this Option is subject to a vesting schedule, an installment shall not become exercisable on the otherwise applicable vesting date if the Participant's Date of Termination (as defined in Paragraph 8, below) occurs on or before such vesting date. Notwithstanding the foregoing provisions of this Paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows: a. The Option shall become fully exercisable upon the Participant's Date of Termination, if the Date of Termination occurs by reason of the Participant's death or Disability. 1 b. The Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares as to which it was exercisable immediately prior to the Date of Termination, or as to which it became exercisable on the Date of Termination in accordance with this Paragraph 3. 4. Expiration. The Option shall not be exercisable after the Company's close of business on the Expiration Date. The Expiration Date shall be the earliest to occur of: a. The tenth-year anniversary of the Grant Date; b. If the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the 90-day anniversary of such Date of Termination; or c. If the Participant's Date of Termination occurs for reasons other than death, Disability, or Retirement, the 90-day anniversary of such Date of Termination. 5. Method of Exercise. Subject to the terms of this Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company's close of business on the Expiration Date. Such notice shall specify the number of Covered Shares the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of mature shares of Stock owned by the Participant and acceptable to the Committee having an aggregate Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. 6. Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied 2 through the surrender of shares of Stock which the Participant already owns and has held for a minimum of six months, or to which the Participant is otherwise entitled under the Plan. The Company may also satisfy its withholding obligations under this Section by offsetting such amounts against salary or other payments owed to Participant. 7. Transferability. Except as otherwise provided in this Paragraph 7, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant's life, may be exercised only by the Participant. However, the Participant, with the prior approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term "Immediate Family" means the Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren. 8. Definitions. Capitalized terms in this Agreement shall have the meaning given them in the Plan, or elsewhere in this Agreement. In addition, the following definitions shall apply: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Date of Termination" is the first day occurring on or after the Grant Date on which the Participant ceases to be employed by the Company or any Subsidiary or ceases to serve as a member of the board of directors of the Company or a Subsidiary or as a consultant to the Company or a Subsidiary, regardless of the reason for the termination of such employment, directorship or consulting arrangement; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on an authorized leave of absence from the Company or Subsidiary. 9. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of this Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the participant, any rights that would have been exercisable by the Participant 3 and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. 10. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons. 11. Plan Governs. This Option is subject to and the Participant is bound by all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms. A copy of the Plan in its present form is available from the office of the Secretary of the Company. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms and provisions of the Plan shall govern. 12. Not an Employment Contract. The Option does not confer any right on the Participant with respect to continuation of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time. 13. Rights in Stock before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option unless and until such shares have been issued to such person as fully-paid shares. 14. Notices. Any notice to be given to the Company shall be addressed to the Company in care of its Corporate Secretary at its principal offices and any notice to be given to the Participant shall be addressed to the Participant at the address set forth beneath the Participant's signature hereto or at such other address as the Participant may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as before said, registered or certified and deposited postage and registry or certification fees prepaid in a post office or branch post office regularly maintained by the United States Postal Service. 15. Other Terms. This Agreement has been executed and delivered by the Company in Salt Lake City, Utah and shall be construed and enforced in accordance with the laws of said state, other than any choice of law rules calling for the application of laws of another jurisdiction. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person. If the Company enters into a transaction which is intended to be accounted for using the pooling-of-interests method of accounting, but it is determined by the Board that the Option or any aspect thereof could reasonably be expected to preclude such treatment, then the Board may modify (to the minimum extent required) or revoke (if necessary) the Option or any of the provisions thereof to the extent that the Board determines that such modification or revocation is necessary to enable the transaction to be subject to pooling-of-interests accounting. 4 IN WITNESS WHEREOF the Company has granted this Option on the Date of Grant specified above. Dynatronics Corporation 7030 Park Centre Drive Salt Lake City, Utah 84121 By: ____________________________________ Its: Secretary/Treasurer Participant: _________________________________________ Signature Address: _________________________________________ _________________________________________ City/State/Zip 5 NOTICE OF EXERCISE ------------------ Dynatronics Corporation 7030 Park Centre Drive Salt Lake City, Utah 84121 Ladies and Gentlemen: The undersigned hereby elects to purchase, pursuant to the provisions of the Stock Option Agreement and Option held by the undersigned, dated ___________, _________ shares of Stock of Dynatronics Corporation, a Utah corporation, issuable upon exercise of said Option. The undersigned hereby attaches the purchase price payable for such shares at $______ per share in the form of ____________________________________ (specify cash, check, money order, other securities, etc.). Dated: Signature Printed Name Address: (Social Security Number) 6 -----END PRIVACY-ENHANCED MESSAGE-----