EMPLOYMENT AGREEMENT
Employment Agreement dated as of December 29, 2006 between
SCIENTIFIC INDUSTRIES, INC., a Delaware corporation 70 Orville
Drive,
Bohemia, New York 11716 (the "Company") and ROBERT P. NICHOLS,
an
individual residing at 16 Adams Street, Rocky Point, New York,
11778
("Employee").
WITNESSETH:
WHEREAS, Employee has been employed as a senior executive
officer of the Company since May 2001 and the Company and
Employee
desire the Employee continue to be employed as a senior
executive
officer of the Company on the terms and conditions hereinafter
contained;
NOW, THEREFORE, it is hereby agreed as follows:
1.
Employment. The
Company hereby employs and Employee agrees to be
employed as a senior executive officer of the Company for the Term
as
defined in Section 2 to perform the duties described in Section 3
hereof.
2. Term.
The employment of
Employee by the Company shall continue
from January 1, 2007 through December 31, 2008, unless terminated
earlier
pursuant to the provisions of Section 7 hereof. The period from the date
hereof until the date of termination of employment pursuant to
this
Agreement is herein referred to as the "Term".
3. Duties.
Employee shall devote
his full time to the affairs and
business of the Company for which he will serve in such senior
executive
positions or offices as the Board of Directors (the "Board")
shall
designate. For the
purposes of this Agreement, senior executive offices
means any one or more of the following: Chief Operating
Officer,
Executive Vice President and Secretary, it being agreed that
Employee
may hold more than one executive office, provided that his duties
will
not require him to devote more time to the performance of his
duties
on behalf of the Company than is reasonable. As a senior executive
officer Employee shall report directly to the President or
Chief
Executive Officer of the Company. Employee shall use his best
efforts
to promote the interests and welfare of the Company. The duties
shall be principally performed at the principal executive offices
of
the Company.
4. Salary.
As his compensation
hereunder, Employee shall be paid
by the Company a base salary determined by the Board of Directors
but
not less than $115,000 per annum. The base salary shall be
payable
in equal weekly installments. The Company may also pay to
Employee
with respect to the period ending June 30, 2008 a bonus
determined
by the Board in its sole discretion. The Board in determining the
base salary for the 18 months ending June 30, 2008 and the
amount
of a bonus, if any, for each of the foregoing periods shall
consider
the achievement and surpassing of goals or projections set forth
or
referred to in the operation plan for the relevant period
approved
by the Board, including but not limited to, cash flow and
earnings;
the Employee's performance of his executive responsibilities,
and
such other criteria as the Board deems relevant.
5.
Expenses.
a. Subject
to the authorization of the Board, Employee will be
authorized to incur reasonable and necessary expenses in
connection
with the discharge of Employee's duties and in promoting the
business
of the Company. The
Company will, according to its practices,
reimburse Employee for all such expenses upon presentation of a
properly itemized account of such expenditures, setting forth
the
business reasons for such expenditures on a timely basis.
b. Employee
agrees to cooperate with the Company in the Company's
efforts to obtain and maintain a term insurance policy on the life
of
Employee with the Company as sole beneficiary in such principal
amount
as may be determined by the Board, currently anticipated to be
$250,000.
6. Other
Benefits; Vacation.
a. Employee
shall be entitled to receive from the Company such
medical, hospital and disability benefits, life insurance,
holiday
and sick pay consistent with those made available to the
officers
of the Company and to participate in the Company's Plan under
Section
401(k) of the Internal Revenue Code in accordance with its
terms.
b. Employee
shall be entitled to an annual vacation during each 12
months of employment hereunder in accordance with the Company's
employee policy.
7.
Termination.
a. In the
event of Employee'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 to the date of
death.
In the event of Employee's disability (as hereinafter defined)
for
sixty (60) consecutive calendar days or ninety (90) calendar days
in the
aggregate during any twelve (12) consecutive month period within
the
Term, the Company shall have the right, by written notice to
Employee,
to terminate this Agreement as of the date of such notice, except
with
respect to any accrued but unsatisfied obligation to the date of
such
termination.
"Disability" for the purposes of this Agreement shall
mean Employee's physical or mental disability so as to render
Employee
incapable of carrying out Employee's essential duties under
this
Agreement. In the
event of a termination by the Company pursuant to
this Section 7(a), the Company shall not be under any further
obligation
to Employee hereunder except to pay Employee: (i) base salary and
benefits accrued and payable up to the date of such termination,
and
(ii) reimbursement for expenses accrued and payable under Section
5
hereof through the date of termination.
b. This
Agreement may be terminated by either Employee or the
Company (other than as provided in Section 7(a)) upon thirty
(30)
days' written notice if, during the Term, the other of them shall
be
in breach of or in default under any provision of this Agreement.
In the event of termination of this Agreement by reason of breach
or
default by the Company, Employee shall have no obligation to
mitigate
damages, and he shall be entitled to receive the base salary due
him
at the rate in effect on the date written notice is delivered
hereunder
for the then balance of the Term, not reduced by any compensation
he
may receive elsewhere during such period. In the event of termination
of the Agreement by reason of breach or default by Employee,
the
Company shall not be under further obligation to Employee except
to
pay Employee: (i) base salary and benefits accrued and payable up
to
the date of such termination and (ii) reimbursement for
expenses
accrued and payable under Section 5 thought the date of
termination.
8.
Non-Competition; Non-Interference; Non-Solicitation.
a. For the
purpose of this Section 8 and of Sections 9, 10 and
11 "Company" includes each of its subsidiaries.
b. From the
date hereof through end of the Term, Employee will
not, without the express written approval