Exhibit 10.1


 


 


	 	 	PRECISION OPTICS CORPORATION

    22 EAST BROADWAY

GARDNER, MASSACHUSETTS 01440-3338

Telephone 978 / 630-1800

Telefax 978 / 630-1487










 


 


 


 


 


 


 


 


CONSULTING AGREEMENT


POC #16-0150


 


This Consulting Agreement (hereinafter
referred to as the "Agreement'') is entered into on this 15th day of June, 2016, between Precision Optics Corporation, Inc.,
a Massachusetts Corporation (hereinafter referred to as “POCI” and Mr. Donald A. Major (hereinafter referred to as
“Consultant”).


 


WHEREAS, POCI desires to engage the services
of Consultant to serve as its Chief Financial Officer and Clerk as an independent contractor and not as an employee and Consultant
has agreed to perform these services for POCI, THEREFORE, it is agreed as follows:


 


		1.	Position and Services. Consultant shall serve as POCI’s Chief Financial Officer and
Clerk on a part time basis and will report to POCI’s Chief Executive Officer. Consultant agrees to faithfully and to the
best of his ability perform the duties required by this position and such additional duties as may be reasonably assigned by the
Chief Executive Officer or POCI’s board of directors. Such duties shall include, but not be limited to, managing the audit
of POCI’s year-end financials and signing the Sarbanes-Oxley certification for POCI’s annual report as the principal
accounting officer.



 


		2.	Period of Performance. Consultant’s services shall commence on June 15, 2016 and shall
continue until June 30, 2017 unless otherwise terminated according to the provisions of paragraph 5. Following June 30, 2017, this
Agreement shall automatically continue on a month-to-month basis on the same terms unless terminated by either party with 30 calendar
days’ notice.



 


		3.	Compensation. As compensation for the services provided by Consultant, POCI agrees to pay
Consultant at a rate of $6,500 per month commencing June 15, 2016, based on an estimated 40% full time equivalent. If Consultant
provides additional time in any given month, POCI agrees to pay Consultant additional compensation up to a maximum of $16,000 in
any given month. Consultant will receive an option to purchase up to 80,000 shares of POCI stock at a strike price equal to market
price on the date of issue. These options will vest in three installments of 35,000 shares, 10,000 shares and 35,000 shares at
6 months, 1 year and 2 years, respectively, from the initiation of services as defined in paragraph 2. Consultant will not receive
any benefits including, but not limited to, health insurance, life insurance, vacation or sick time.



 


		4.	Travel Expenses. POCI will reimburse Consultant for all reasonable travel expenses required
for him to accomplish the services identified in paragraph 1.



 


		5.	Termination. Either party may terminate this Agreement by providing 30 calendar days written
notice to the other party. Consultant shall be paid for all work performed and accepted by POCI prior to the termination of this
Agreement.



 


		6.	Indemnification. Consultant shall be indemnified by POCI to the full extent provided in
POCI’s By-laws in his role as Chief Financial Officer.



 


 


 


 






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		7.	Rights to Materials. The written reports and other written materials furnished by Consultant
to POCI in connection with the performance of consulting services hereunder shall remain the exclusive property of POCI. Therefore,
Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by POCI, any written
materials in Consultant's possession supplied by POCI in conjunction with Consultant's services under this Agreement or generated
by Consultant in performance of consulting services under this Agreement.



 


		8.	Confidentiality. In connection with his performance of consulting services hereunder, Consultant
will have access to confidential information, records, data, customer lists, lists of product sources, specifications, trade secrets
and other information which is not generally available to the public and which POCI and Consultant hereby agree is proprietary
information of POCI ("Confidential Information"). During and after the performance of consulting services hereunder,
Consultant shall not, directly or indirectly, disclose the Confidential Information to any person or use any Confidential Information,
except as is required in the course of performing duties under this Agreement or with the prior written consent of POCI. All Confidential
Information as well as records, files, memoranda, reports, plans, drawings, documents, models, equipment and the like, including
copies thereof, relating to POCI's business, which Consultant shall prepare or use or come into contact with, shall be and remain
POCI's sole property, and upon termination of this Agreement, Consultant shall return all such materials, including any electronic
or physical copies, to POCI as set forth in paragraph 7.



 


		9.	Business Opportunities. Consultant shall not take any business opportunity Consultant learns
about in the course of performing services under this Agreement unless first disclosing the business opportunity to POCI.



 


		10.	Insider Trading. By executing this Agreement, Consultant acknowledges that he is expressly
prohibited from purchasing or selling securities of POCI based on any material non-public information obtained during the course
of performing consulting services for POCI. In addition, Consultant is prohibited from informing, or "tipping," any other
person about such material information. Consultant agrees to comply with the Company’s Insider Trading Policy.



 


		11.	Governing Law. This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts
located in Massachusetts for the purposes of any suit, action or other proceeding contemplated hereby or any transaction contemplated
hereby.



 


		12.	Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach
thereof, shall be settled by binding arbitration in Boston, Massachusetts in accordance with the expedited procedures of the Rules
of the American Arbitration Association, and judgment upon the award may be rendered by the arbitrator and may be entered in any
court having jurisdiction thereof.



 


		13.	Compliance with Other Laws and Regulations. Consultant agrees to comply with all applicable
laws and regulations of the United States of America while performing services for POCI.



 


		14.	Clawback. Any incentive-based compensation, or any other compensation, paid to Consultant
pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government
regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made
pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant
to any such law, government regulation or stock exchange listing requirement). The Company will make any determination for clawback
or recovery in its sole discretion and in accordance with any applicable law or regulation.



 


 


 


 


 






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		15.	Foreign Corrupt Practices Act. Consultant will be familiar with and comply with the provisions
of the United States Foreign Corrupt Practices Act, including any amendments which may be effected during the term hereof. In particular,
in carrying out services under this Agreement, Consultant will not make or offer to make the unlawful payment of money or anything
else of value to:



		(a)	any government official of any country,



		(b)	any political party of any country,



		(c)	any candidate of any political party of any country, or



		(d)	any other person, while knowing or having reason to know, that such person will make an unlawful
payment to a government official, a political party, or a candidate of a political party of any country.



Any breach of this paragraph will
result in the automatic termination of this Agreement and will entitle POCI to the return of any amounts paid hereunder to Consultant.


 


		16.	Complete Integration. This Agreement replaces all previous agreements between POCI and Consultant,
if any, and the discussions relating to the subject matters hereof and constitutes the entire agreement between POCI and Consultant
with respect to the subject matter of this Agreement. This Agreement may not be modified in any way by any verbal statement, representation
or agreement made by any employee, officer or representative of POCI, or by any written agreement unless it is signed by an officer
of POCI and by Consultant.



 


		17.	Severability. In the event that any provision of any paragraph of this Agreement shall be
deemed to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect
any other provision of such paragraph or of this Agreement, and the remaining terms, covenants, restrictions or provisions in such
paragraph and in this Agreement shall remain in full force and effect and any court of competent jurisdiction may so modify the
objectionable provision as to make it valid, reasonable and enforceable.



 


		18.	Counterparts. This Agreement may be executed in counterparts, and each counterpart shall
have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.



 


		19.	Notices. Any notice or payments given by one party to the other shall be in writing and
deemed to have been properly given or paid if deposited with the United States Postal Service, registered or certified mail, addressed
as below.



 


IN WITNESS
WHEREOF, the parties have executed this Agreement on the respective dates set forth below.


 





	PRECISION OPTICS CORPORATION:	 	CONSULTANT:
	22 East Broadway	 	Donald A. Major
	Gardner, MA 01440	 	3993 114th Lane, NE
	 	 	Blaine, MN 55449
	By: Joseph N. Forkey	 	 
	Title: Chief Executive Officer	 	By: Donald A. Major
	 	 	 
	/s/ Joseph N. Forkey                 	 	/s/ Donald A. Major              
	Date: 6/15/2016	 	Date: 6/15/2016
	 	 	 



 


 


 






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