EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") dated as of
November 30, 2006 is made by and between ALTAMIRA INSTRUMENTS
INC., a Delaware corporation (the "Company"), and BROOKMAN P.
MARCH, who resides at 105 Cambridge Court, Harwick,
Pennsylvania
15238 ("March").
WITNESSETH:
WHEREAS, the Company is engaged in the business of producing
and distributing catalyst research instruments ( the
"Business"),
and March has been employed by the Company in the sales and
marketing of its products; and
WHEREAS, the Company desires to continue to have the benefit of
his continued employment, and March wishes to continue to be so
employed by the Company on the terms and conditions hereinafter
contained.
NOW, THEREFORE, it is hereby agreed as follows:
1.
Employment. The
Company hereby employs March as the Director
of Sales and Marketing of the Company for the Term as defined
in
Paragraph 2 below to perform the duties described in Paragraph 3
hereof.
2.
Employment Term.
Subject to the terms of Paragraph 7 below, the
employment of March by the Company pursuant to this Agreement
shall
begin on the date hereof (hereinafter the "Effective Date") and
continue
through the second anniversary of the date hereof subject to
extension
at the option of the Company for additional one-year terms but
not
beyond the fourth anniversary of the Effective Date by the delivery
of
a written notice of renewal from the Company to March no later than
90
days prior to the commencement of the additional one-year term.
The
period of employment from the Effective Date until the last date
of
employment (the "Termination Date") pursuant to this Agreement is
herein
referred to as the "Term".
3. Employee
Duties. March shall
devote his full time and attention
to the business and affairs of the Company and its subsidiaries
performing duties substantially similar to the duties he
performed
for or on behalf of the Company during the 12-month period
ended
the date herein and those additional duties reasonably designated
by
the Chief Executive Officer of the Company (the "CEO"). He
shall
report directly to the CEO. The Company may require March to
perform
such duties from its facilities in Pennsylvania or if the
Company's
operations are relocated to Long Island, from Long Island, New
York.
4. Salary.
As his compensation
hereunder, March shall be paid by
the Company a salary at the rate of $110,000 per annum during
the
first two years of the Term, payable in bi-monthly installments.
In
the event the Term is extended as provided in Paragraph 2,
his
salary shall be at the annual rate of his salary for the
immediately
preceding year
adjusted for the increase, if any, in the Consumer
Price Index - All Urban Consumers, New York, Northern New
Jersey-
Long Island (1982-1984=100) (the "CPI") as of the end of the
month preceding the additional year from the CPI as of a date
one
year earlier, plus an amount equal to two percent of his salary
for
the year preceding the year of extension.
5.
Expenses.
a. Subject
to the authorization of the Chief Executive Officer of
the Company, March is authorized to incur reasonable and
necessary
expenses in connection with the discharge of his duties and in
promoting
the business of the Company and the Company will provide him with
a
cellular phone and advance or reimburse March for all such
expenses
including those incurred for operating a laptop computer suitable
for
PowerPoint, home fax, an American Express Card annual fee, and dues
for
membership in one related professional organization upon
presentation
on a timely basis of a properly itemized account of such
expenditures,
setting forth the proper business reasons for such expenditures.
All
equipment provided to Employee for fulfillment of his duties such
as
computers and telephones is the property of the Company.
b. In the
event that the Company requires his services to be
performed from a facility in Long Island, New York, March shall
relocate
his residence to such area for such purpose. In such event the Company
will reimburse March for the expenses, not to exceed $20,000,
incurred
by him and his wife, in moving to their permanent residence in the
area,
such reimbursement to be made against appropriate related
invoices.
6. Other
Benefits; Vacation.
a. During
the Term, March shall be entitled to receive from the
Company such medical, hospital, dental, life and disability
benefits
consistent with those
provided to other employees of the Company or
of its parent corporation, Scientific Industries, Inc. ("SI").
b. March
shall be entitled to annual vacation of 3 weeks during
each 12-month period during the Term.
7.
Termination By the Company Due to Death, Disability or Cause;
Termination by March for Good Cause or the Company Without
Cause.
a. In the
event of March's death during the Term, this Agreement
shall terminate automatically as of the date of death, except
with
respect to any accrued but unsatisfied obligations as to
salary,
benefits and expense reimbursements to the date of death.
b. In the
event of March's Disability (as hereinafter defined)
during the Term for thirty (30) consecutive calendar days or
sixty
(60) calendar days in the aggregate during any twelve (12)
consecutive months, the Company shall have the right, by
written
notice to March, to terminate this Agreement as of the date of
such notice, except (i) Paragraphs 8 and 9 shall remain in full
force and effect, and (ii) with respect to any accrued but
unsatisfied obligation as to salary, benefits and expense
reimbursements under this Agreement to the date of such
termination.
"Disability" for the purposes of this Agreement shall mean
March's
physical or mental disability so as to render him incapable of
carrying out his essential duties under this Agreement.
c. The
Company shall have the right to discharge March and
terminate this Agreement, except Paragraphs 8 and 9 shall
remain
in full force and effect, for Cause (as hereinafter defined)
upon
the failure of March to cure the Cause by the end of the 30 day
period following delivery of written notice of such termination
to March setting forth the Cause. For the purpose of this
Agreement,
"Cause" shall mean (i) conviction of a felony, (ii) gross
neglect
or gross misconduct (including conflict of interest) in the
carrying
out of March's duties under this Agreement, (iii) repeated or
substantial failure, refusal or neglect to perform March's
duties
in accordance with Paragraph 3 hereof, (iv) the engaging by
March
in a material act or acts of dishonesty affecting the Company or
its
subsidiaries, or (v) alcohol abuse or the illegal use of drugs
by
March, in each case in a manner materially and repeatedly
interfering
with performance of March's obligations under this Agreement.
In the event of a termination by the Company pursuant to this
Paragraph 7(c), the Company shall not be under any further
obligation to March hereunder except to pay March, subject to
the
rights and remedies of the Company under the circumstances, (x)
salary and benefits accrued and payable up to the date of such
termination, and (y) reimbursement for expenses accrued and
payable under Paragraph 5 hereof through the date of
termination.
d. In the
event of a termination of March's employment
without cause other than a termination pursuant to Paragraphs 2
or 7(a) or (b) or a termination of his employment by March for
cause, the Company shall pay March: (i) all accrued
but unpaid Company obligations and (ii) continue to pay his
salary pursuant to Paragraph 4 for the period ending on the
earlier
of a date one year from such termination or the last day of the
then Term as, if applicable, it has been extended pursuant to
the
prior delivery
