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MONTHLY RETAINER AGREEMENT
Monthly
Retainer Agreement dated as of January 1, 2020 between Scientific
Bioprocessing, Inc., a Delaware Corporation (the
“Company”), and Joseph G. Cremonese
(“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”), the
Company and Scientific Industries, Inc., a Delaware Corporation
(“Scientific”), desire that the Consultants provide
consulting services to the Company, a wholly-owned subsidiary of
Scientific.
IT
IS HEREBY AGREED as follows:
1. Consultants
will provide pursuant to this Agreement 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, 2020.
2. (a)
The aggregate payment for the foregoing service should be made to
(i) Laboratory Innovation Company, P.O. Box 1907, Greensburg, PA
15601-6907, at the rate of $4,800.00 per month and (ii) Joseph G.
Cremonese, P. O. Box 1907, Greensburg PA 15601-6907, at the rate of
$4,200.00 per month, in each case payable within 10 days of the
calendar month in which the services are
rendered.
(b) In
the event of a termination of this Agreement on a date other than
December 31, 2020, the determination of the deficiency shall be
based on a pro rata portion determined by the number of months and
fraction of a month, if any, from January 1, 2020 to the
termination date.
(c) As
soon as reasonably practicable following the date of this
Agreement, Scientific shall grant to JC non-qualified options (the
“Stock Options”) to purchase up to 20,000 shares of
common stock of Scientific, par value $.05 per share (the
“Common Stock”), exercisable at an exercise price equal
to the fair market value of the shares of Common Stock on the date
of grant, pursuant to Scientific’s 2012 Stock Option Plan, as
amended. Any unvested Stock Options shall accelerate upon the
occurrence of a change in control of
Scientific.
3. Expenses
will be submitted on an expense report with original receipts.
Routine expenses will include: internet, telephone, 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.
4. 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 with the President of the Company.
5. The
previously executed Confidentiality Information Agreement and
Non-Competition Agreement by Scientific and the Consultant, in the
form of Exhibits A and B hereto shall remain in effect shall
survive the expiration or termination of the Agreement for whatever
reason and any and all references to Scientific therein shall apply
equally to the Company.
6. This
Monthly Retainer Agreement shall terminate, except as to Section 5,
on December 31, 2020 unless terminated earlier by either the
Company or the Consultants on at least 60 days prior written
notice.
|
/s/ Joseph G. Cremonese
Joseph
G. Cremonese
|
Laboratory Innovation Company, Ltd.
/s/ Joseph G. Cremonese
By:
Joseph G.
Cremonese
|
Agreed:
Scientific Bioprocessing,
Inc.
Scientific
Industries, Inc.
/s/ John
Moore /s/
Helena Santos
By:
By:
John Moore, President
Helena
Santos, President and Chief Executive Officer
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