FOURTH
AMENDED AND RESTATED
CONSULTING AGREEMENT
Fourth Amended and Restated Agreement dated January 7, 2011 between
Scientific Industries, Inc., a Delaware Corporation (the "Company")
and Xxxxxx X. Xxxxxxxxx ("JC") and Laboratory Innovation Company, Ltd.,
a Pennsylvania sub-chapter S corporation, of which JC is President,
director and sole stockholder ("LIC").
Whereas, JC through LIC (collectively the "Consultants") and the
Company desire to amend and restate the Third Amended and Restated
Consulting Agreement dated September 17, 2009 relating to the consulting
services rendered by the Consultants to the Company.
IT IS HEREBY AGREED as follows:
1. Consultants will continue to provide pursuant to this Agreement
the consulting services at the request of the Company with respect to
the development and marketing of products of the Company for the 12-month
period ending December 31, 2011 a minimum of 60 days per the 12 month
period, at the guaranteed rate of $600.00 per day. Any days of service
in excess of 96 days during such 12-month period shall be subject to
Consultant's availability and the Company and the Consultants agreeing
to a rate of compensation for such additional days.
2. Consultants will provide a minimum of five days in any given month
with a goal of six days per month on average. As special requirements
(i.e. trade shows) are presented, Consultants will make available as many
days as needed in any month provided that the Company provides Consultants
at least 21 days prior notice.
3. (a) Payment for the foregoing service should be made to Laboratory
Innovation Company, X.X. Xxx 0000, Xxxxxxxxxx, XX 00000-0000, at the rate
of $3,000.00 per month, payable within 10 days of the calendar month in
which the services are rendered.
(b) to the extent that on December December 31, 2011, the number
of days of Consultant's services for the 12 months then ended is less or
more than 60 days the following shall apply:
(i) if less, the Company shall be entitled to a credit equal to the
product of (A) the number of days below the Minimum and (B) the
guaranteed rate, with the credit to be applied to the monthly payments
and unreimbursed expenses payable pursuant to Paragraph 4 for the
immediately following month or months of service under the Agreement,
with any balance outstanding as of the termination or expiration of this
Agreement to be paid in full by Consultants to the Company within 30
days following such expiration or termination; and
(ii) If more, the Company shall pay LIC within 30 days of such
determination, the product of (A) the number of days which exceed the
Minimum, and (B) the guaranteed rate; subject to provisions in Section
1 as to days of service in excess of 96 hours during such period
(c) In the event of a termination of this Agreement on a date other
than December 31, 2011, the determination of the credit or deficiency
shall be based on a pro rata portion determined by the number of months
and fraction of a month, if any, from December 31, 2010 to the
termination date.
4. Expenses will be submitted on an expense report with original
receipts. Routine expenses will include: public transportation, taxi
fares, hotels, parking, tolls and auto mileage at the then standard
mileage rate for business miles driven set forth by the Internal Revenue
Service in IR-2008-131. Meals will only be submitted as an expense item
during trade shows or required Company meetings. All expenses are
subject to approval by an authorized officer of the Company with air
travel charges and other expenditures to be pre-approved.
5. A Summary Plan of Consulting Services and Duties will be provided
at the beginning of each quarter of the year and will be defined and
agreed upon during a monthly conference telephone call with the President
and Executive Vice President. Broad based objectives, as outlined in the
Company's Business Plan, will be implemented routinely, without the need
for a specific conference, and a monthly summary report will be submitted
to account for the time spent on such routine activities.
6. Consultants confirm and agree to execute and deliver to the Company
the Confidentiality Information Agreement and Non-Competition Agreements,
in the form of Exhibits A and B hereto which agreements shall survive the
expiration or termination of the Agreement for whatever reason.
7. This Fourth Amended and Restated Consultant Agreement replaces the
Third Amended and Restated Consultant Agreement and shall terminate,
except as to Section 6, on December 31, 2011 unless terminated earlier by
either the Company or the Consultants on at least 60 days prior written
notice.
Laboratory Innovation Company, Ltd.
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
___________________________ ___________________________
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
Agreed:
Scientific Industries, Inc.
By: /s/ Xxxxxx X. Xxxxxx
_____________________________________
Xxxxxx X. Xxxxxx, President and
Chief Executive Officer
