Exhibit 10.4
December 18, 2025
Simon Brewer
83 N. Swift Creek Drive
Layton, Utah 84041
RE: Employment Offer
Dear Simon,
We are pleased to offer you the position of Chief Financial Officer with ClearOne, Inc. (“CLRO”) on the following terms:
1. Start Date. Your employment will commence on January 1, 2026.
5.1. Provided that you have been continuously employed by CLRO in good standing at the time CLRO enters into a binding agreement for a Strategic Transaction, you will receive a retention bonus equal to 20% of your annual base salary, which will be paid within ten (10) days after the date of execution of such binding agreement.
5.2. Strategic Transaction Definition. For purposes of this offer of employment, a “Strategic Transaction” means any transaction or series of related transactions involving:
5.2.1. the sale, transfer, or disposition of all or substantially all of CLRO’s assets;
5.2.2. a merger, consolidation, or other business combination of CLRO with another entity;
5.2.3. the sale or transfer of a majority of CLRO’s outstanding equity securities; or
5.2.4. any other transaction resulting in a change of control of CLRO.
6.1. Cause (CLRO may terminate):
6.1.1. Serious misconduct or gross negligence;
6.1.2. Material breach of this agreement not cured after written notice;
6.1.3. Conviction of a felony or a crime involving dishonesty.
6.2. Good Reason (Employee may resign):
6.2.1. Material breach by the CLRO not cured after written notice;
6.2.2. Significant reduction in duties, pay, or benefits without your consent.
6.3. Severance. If, within fourteen (14) days following the closing of any Strategic Transaction, you have not been offered employment by the acquiring or successor company on terms substantially similar to those set forth in this offer, CLRO will pay you severance equal to three (3) months of your annual base salary in effect at that time, payable promptly after the expiration of such fourteen-day period.
Please indicate your acceptance by signing and returning this letter via email no later than December 23, 2025.
Sincerely,
| /s/ Eric L.Robinson |
Eric L. Robinson
Chairman of the Board
| /s/ Simon Brewer | 23/12//2025 | ||
| Signed and Accepted | Date |