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| 8-K - PRIMARY DOCUMENT - SCIENTIFIC INDUSTRIES INC | reinhardvogt8k.htm |
Execution copy
CONSULTING
AGREEMENT
Consulting
Agreement (this “Agreement”), dated as of 20th day
of July, 2020 (the “Effective Date”), between
Scientific Industries Inc., a Delaware corporation (the
“Company”)
having its principal address at 80 Orville Drive, #102, Bohemia,
New York 11716, and Reinhard Vogt, an individual residing at
Kehrstrasse 8 b, 37085
Göttingen, Germany
(“Vogt”).
WHEREAS, the
Company desires that commencing with the date hereof, Vogt provide
consulting services as to the operations of the Company and of the
Company’s wholly-owned subsidiary Scientific Bioprocessing
Inc. (“SBI”),
principally with respect to the business development and strategy
of SBI; and Vogt desires to provide such services on a timely basis
at the reasonable request of the Company.
NOW
THEREFORE, IT IS HEREBY AGREED as follows:
1. Vogt agrees at the
reasonable request of the President of SBI or such other officer of
the Company designated by the Board of Directors of the Company
(the “Board”),
to advise and consult with such officer or an employee of the
Company or SBI designated by such officer as to the operations of
the Company and of SBI, including, but not limited to strategy,
planning, administration, sales, operations, etc., as to
SBI.
2. Subject to the
prior written approval of the President of SBI, Vogt is authorized
to incur on behalf of the Company reasonable and necessary expenses
in connection with the performance of his services on behalf of the
Company or SBI hereunder, it being understood that he is not
entitled to receive any health, pension or other benefits provided
or made available to employees of the Company or of SBI. The
Company shall pay or cause SBI to pay Vogt upon receipt of any
applicable invoice the out-of-pocket expenses set forth therein
which were incurred for the services provided pursuant to this
Agreement.
3. For each full month
that services are provided, the Company shall pay or cause SBI to
pay Vogt a fee of EUR €5,000 in cash. Such compensation shall
be pro-rated for services provided for a partial month. In
addition, subject to the procurement of any requisite stockholder
approvals, the Company shall issue to Vogt as soon as reasonably
practicable 125,000 stock options of the Company with a per-share
exercise price equal to the last closing price of one share of the
Company’s common stock immediately prior to the Effective
Date. The options shall be issued in accordance with the terms and
conditions set forth in the Company’s 2012 Stock Option Plan,
including vesting. Vogt shall be eligible for an annual bonus of up
to 2% of net sales of SBI over mutually agreed upon sales targets
for each fiscal year during the Term, and any renewal thereof, if
he is providing services to the Company as of the last day of such
fiscal year, payable not later than the 97th day of the next
fiscal year.
4. None of the
consulting services to be performed pursuant to this Agreement
shall include the services or time Vogt provides as or in
connection with his duties as a Director of the Company or a
Director of SBI. Vogt shall receive separately director fees for
services performed as a director of the Company in accordance with
the Company’s policies for compensation for directors in
effect from time to time. Vogt shall not receive director fees for
services performed as a director of SBI.
5. The services being
provided hereunder shall be provided by Vogt in his capacity as an
independent contractor.
6. The
“Initial Term”
of this Agreement shall be the twenty-four-month period ending July
31, 2022. This Agreement shall automatically renew for successive
twelve-month periods (each, a “Renewal Term”) unless either
party gives the other written notice of non-renewal at least ninety
(90) days’ prior to the end of the Initial Term or a
Renewal Term (as the case may be). Notwithstanding the foregoing,
either party may terminate this Agreement for any reason prior to
the expiration of the Initial Term or any Renewal Term on ninety
(90) days’ prior written notice to the other party. Upon
termination, Consultant agrees to resign effective immediately from
any positions he holds on the Board and the Board of Directors of
SBI.
7. Consultant agrees
to execute and deliver to the Company the Confidentiality
Information Agreement and Non-Competition Agreement, in the form of
Exhibits A and B attached hereto which agreements shall survive the
expiration or termination of this Agreement for whatever
reason.
8. This Agreement
shall be deemed to have been made in the State of New York and
shall be governed by and construed in accordance with the laws of
the State of New York without regard to conflict of law rules
thereof.
9. If any restriction
contained in this Agreement shall be deemed to be invalid, illegal,
or unenforceable by reason of the extent, duration, or geographical
scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope, or other provisions hereof, and in its reduced
form such restriction shall then be enforceable in the manner
contemplated hereby
s Reinhard Vogt
_______________________
Reinhard
Vogt
SCIENTIFIC
INDUSTRIES, INC.
By:
s Helena R.
Santos
___________________________________
Name:
Helena R. Santos
Title:
President and Chief Executive Officer
257838
Exhibit
A
Confidential
Information Agreement
August
1, 2020
Dear
Reinhard:
This
letter, when executed by the parties hereto, will constitute an
agreement between Scientific Industries, Inc., a Delaware
corporation (the "Company"), with its principal office in
Bohemia, New York and which owns the outstanding capital stock of
Scientific Bioprocessing, Inc., a Delaware Corporation
(“SBI”), and
Reinhard Vogt ("Consultant") with respect to certain
aspects of their continuing consulting relationship under the terms
and conditions set forth below.
1. The
Company has engaged Consultant to perform principally on behalf of
SBI, consulting services and Consultant desires to perform such
services, as set forth in a separate agreement (the "Consulting Agreement"), during the
period set forth in the Consulting Agreement (the
“Term of
Engagement”). As an inducement to the Company to
engage Consultant as aforesaid, the parties hereto set forth the
following additional terms and conditions.
2. (a) During
and after the Term of Engagement, Consultant will not, directly or
indirectly, disclose to any person, or use or otherwise exploit for
the benefit of Consultant or for the benefit of anyone other than
the Company or SBI, any Confidential Information (as defined
below). Consultant shall have no obligation hereunder to keep
confidential any Confidential Information if and to the extent
disclosure is specifically required by law; provided, however, that in the event
disclosure is required by applicable law, Consultant shall provide
the Company or SBI, as the case may be, with prompt notice of such
requirement, prior to making any disclosure, so that the Company or
SBI may seek an appropriate protective order.
(b) At
the request of the Company, Consultant agrees to deliver to the
Company or SBI, as the case may be, at any time during the Term of
Engagement, or thereafter if secured later, all Confidential
Information which Consultant may possess or control. Consultant
agrees that all Confidential Information of the Company or SBI
(whether now or hereafter existing) conceived, discovered or made
by Consultant during the Term of Engagement exclusively belongs to
the Company or SBI, as the case may be (and not to Consultant).
Consultant will promptly disclose such Confidential Information to
the Company or SBI, as the case may be, and perform all actions
reasonably requested by the Company or SBI to establish and confirm
such exclusive ownership. “Confidential Information” means
any confidential information including, without limitation, any
patent, patent application, copyright, trademark, trade name,
service mark, service name, "know-how", trade secrets, customer
lists, vendor lists, accounting records and other financial
information, customer pricing and or terms, details of client or
consultant contracts, pricing policies, cost information,
operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans or any
portion or phase of any business, scientific or technical
information, ideas, discoveries, designs, computer programs
(including source or object codes), processes, procedures,
formulae, improvements, information relating to the products
currently being sold, developed or contemplated, by the Company or
its subsidiaries, including SBI (collectively, the
“Company
Group”), or which hereinafter may be sold, developed
or contemplated, by a member of the Company Group through the date
of termination of the Term of Engagement, including, but not
limited to, bioprocessing products, mixers, including vortex
mixers, rotating, catalytic research instruments, balances, scales,
moisture analyzers, force gauges, shaking or oscillating apparatus;
thermoelectric apparatus; or any industrial or laboratory
processes, apparatus or equipment relating thereto (the
“Products”) or
other proprietary or intellectual property of the Company Group
members whether or not in written or tangible form, and whether or
not registered, and including all memoranda, notes, summaries,
plans, reports, records, documents and other evidence thereof. The
term “Confidential Information” does not include, and
there shall be no obligation hereunder with respect to, information
that becomes generally available to the public other than as a
result of a disclosure by Consultant not permissible
hereunder.
3. Consultant
agrees to indemnify and save the Company and SBI, their respective
directors, officers, stockholders, agents, representatives,
employees and consultants (and such persons' respective affiliates)
harmless from any and all loss, damage, claims, liabilities,
judgments and other cost and expense of every kind and nature which
may be incurred by such persons by reason of the transactions
contemplated by the Consulting Agreement or this letter agreement
or the breach of any representation, warranty, covenant or
agreement contained or refined to therein or herein (including,
without limitation, reasonable attorneys' fees and expenses),
except in the case of such person’s own willful default or
gross negligence.
4. The
covenants, agreements, representations, and warranties contained in
or made pursuant to this letter agreement shall survive termination
of Consultant's engagement, irrespective of any investigation made
by or on behalf of any party. If any restriction contained in this
letter agreement shall be deemed to be invalid, illegal, or
unenforceable by reason of the extent, duration, or geographical
scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope, or other provisions hereof, and in its reduced
form such restriction shall then be enforceable in the manner
contemplated hereby.
5. This
letter agreement shall be deemed to have been made in the State of
New York and shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflict of law
rules thereof. Any action, suit or proceeding arising out of, or in
connection with, this letter agreement shall be adjudicated in a
court of competent jurisdiction located in Nassau or Suffolk
County, State of New York. The parties hereto unconditionally waive
any right to a trial by jury and any objection which either of them
may now or hereafter have to the establishment of venue as
aforementioned or that any action, suit or proceeding has been
brought in an inconvenient forum.
If
Consultant is in agreement with the foregoing, please execute two
copies of this letter in the space provided below and return them
to the undersigned.
Very
truly yours,
Scientific
Industries, Inc.
By: /s
Helena R. Santos
______________________________
Name:
Helena R. Santos
Title:
President and Chief Executive
Officer
AGREED
AND ACCEPTED TO:
s Reinhard Vogt
______________________
Reinhard
Vogt
Exhibit
B
Non-Competition
Agreement
August
1, 2020
Dear
Reinhard:
This
letter, when executed by the parties hereto, will constitute an
agreement between Reinhard Vogt ("Consultant") and Scientific Industries,
Inc., a Delaware corporation (the “Company”), on behalf of itself
and its subsidiaries including Scientific Bioprocessing, Inc., a
Delaware corporation (“SBI”, the Company, SBI and the
subsidiaries of the Company collectively, the “Company Group”), with respect to
certain aspects of your continuing relationship with members of the
Company Group, under the terms and conditions set forth
below.
1. The
Company has engaged Consultant to perform services for the Company,
principally on behalf of SBI, and Consultant desires to perform
such services, on the terms and conditions which are the subject of
a Consulting Agreement for a period of time (the
“Term of
Engagement”) as more fully set forth in such
Consulting Agreement. In addition to the compensation to which
Consultant is already entitled, as a further inducement to the
Company to engage Consultant as aforesaid, the parties hereto set
forth the following additional terms and conditions.
2. Consultant
acknowledges that services to be provided by Consultant resulting
from his knowledge of the business of SBI, and the customers and
competitors of SBI, are unique and that obtaining or use of same by
a competitive business or business similar to that of SBI would
cause irreparable injury to SBI. Consultant covenants and agrees
that:
(a) From
the date hereof through the date of termination of the Term of
Engagement, Consultant will not, without the express written
approval of the Board of Directors or the Chief Executive Officer
of the Company, directly or indirectly, own, manage, operate,
control, invest or acquire an interest in, or otherwise engage or
participate in, or be associated with in any way, any business
which competes directly or indirectly with the business or proposed
business of SBI (a "Competitive
Business"); provided, however, that Consultant may,
directly or indirectly, with his spouse own, invest or acquire an
interest in the aggregate of up to two percent (2%) of the capital
stock of a corporation whose capital stock is traded
publicly.
(b) Additionally,
from the date hereof through the date which is 18 months after the
date of termination of the Term of Engagement (the
“Restricted
Period”), Consultant will not, without the express
written approval of the Board of Directors or the Chief Executive
Officer of the Company, directly or indirectly, become associated
with a Competitive Business, or otherwise engage in or assist in
any enterprise, which develops, markets, sells, manufactures or
designs products currently being sold, developed or contemplated,
by SBI, or which hereinafter may be sold, developed or
contemplated, by SBI, as of the date of termination of the Term of
Engagement, including, but not limited to, the licensing and
development of bioprocessing systems and products; or any
industrial or laboratory processes, apparatus or equipment relating
thereto (the “Products”). Consultant may,
during the Restricted Period, become associated with a Competitive
Business to the extent association of the Consultant is not related
in any way to the development, manufacture, design, marketing or
sale of the Products or products which are intended to compete with
the Products.
(c) During
the Restricted Period, Consultant will not, without the express
prior written approval of the Board of Directors or Chief Executive
Officer of the Company, (i) directly or indirectly, in one or a
series of transactions, recruit, solicit or otherwise induce or
influence any proprietor, partner, stockholder, lender, director,
officer, employee, sales agent, joint venturer, investor, lessor,
supplier, customer, consultant, agent, representative or any other
person which has a business relationship with a member of the
Company Group or to cause such person to discontinue, reduce or
modify such employment, agency or business relationship with a
member of the Company Group, or (ii) employ or seek to employ or
cause any Competitive Business to employ or seek to employ any
person or agent who is then (or was at any time within one (1) year
prior to the date the Competitive Business employs or seeks to
employ such person) engaged or retained by a member of the Company
Group.
(d) Since
a breach of the provisions of this paragraph 2 could not adequately
be compensated by money damages, the Company shall be entitled, in
addition to any other right and remedy available to it, to an
appropriate order from a court of competent jurisdiction
restraining such breach or a threatened breach, and in any such
case, no bond or other security shall be required to be posted in
connection therewith, and Consultant hereby consents, to the
issuance of such order. Consultant agrees that the provisions of
this paragraph 2 are necessary and reasonable to protect the
Company in the conduct of the business of the Company Group. If any
restriction contained in this paragraph 2 shall be deemed to be
invalid, illegal, or unenforceable by reason of the extent,
duration, or geographical scope thereof, or otherwise, then the
court making such determination shall have the right to reduce such
extent, duration, geographical scope, or other provisions hereof,
and in its reduced form such restriction shall then be enforceable
in the manner contemplated hereby.
3. Consultant
agrees that from the date of this letter agreement and continuing
indefinitely thereafter, Consultant shall not say or do anything
which could disparage, undermine or be reasonably interpreted to
denigrate the capabilities, performance, integrity or reputation of
any member of the Company Group or any of its directors, officers,
stockholders, agents, employees, representatives or
consultants.
4. Consultant
agrees to indemnify and save the Company and its directors,
officers, stockholders, agents, representatives, employees and
consultants (and such persons' respective affiliates) harmless from
any and all loss, damage, claims, liabilities, judgments and other
cost and expense of every kind and nature which may be incurred by
such persons by reason of the breach of any representation,
warranty, covenant or agreement contained herein (including,
without limitation, reasonable attorneys' fees and expenses),
except in the case of such persons own willful default or gross
negligence.
5. The
covenants, agreements, representations, and warranties contained in
or made pursuant to this letter agreement shall survive the
termination of the Term of Engagement, irrespective of any
investigation made by or on behalf of any party.
6. This
letter agreement shall be deemed to have been made in the State of
New York and shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflict of law
rules thereof. Any action, suit or proceeding arising out of, or in
connection with, this letter agreement shall be adjudicated in a
court of competent jurisdiction located in Nassau or Suffolk
County, State of New York. The parties hereto unconditionally waive
any right to a trial by jury and any objection which either of them
may now or hereafter have to the establishment of venue as
aforementioned or that any action, suit or proceeding has been
brought in an inconvenient forum. If you are in agreement with the
foregoing, please execute two copies of this letter in the space
provided below and return them to the undersigned.
Very
truly yours,
Scientific
Industries, Inc.
By:
Helena R. Santos
________________________________ Name:
Helena R. Santos
Title:
President and Chief Executive
Officer
ACCEPTED
AND AGREED TO:
s Reinhard Vogt
_____________________________
Reinhard
Vogt