Unassociated Document


    AMENDED
      AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AMENDED AND RESTATED EMPLOYMENT
      AGREEMENT (the “Agreement”) is executed on May 29, 2007,
      effective as of May 14, 2007, by I-TRAX, INC., a Delaware corporation with
      its
      principal business offices located at 4 Hillman Drive, Suite 130, Chadds Ford,
      Pennsylvania 19317 (the “Company”), and DAVID R. BOCK, an
      individual residing at 6003 Overlea Road, Bethesda, Maryland
      20816 (“Executive”).

    


    The
      Company and Executive are parties
      to an Employment Agreement effective as of August 1, 2004 (the “Original
      Agreement”).  The parties now wish to amend and restate the
      Original Agreement in its entirety by substituting therefor this
      Agreement.

    


    In
      consideration of the mutual
      covenants and premises contained in this Agreement, and other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged
      by
      the Company and Executive, the Company and Executive agree as
      follows:

    


    1.           Term
      of Employment.  Upon the terms set forth in this Agreement, the
      Company employed Employee and Employee accepted employment with the Company
      for
      the period that commenced on August 1, 2004 under the Original Agreement and
      will end on the later of: (A) August 31, 2007 and (B) 30 days after delivery
      of
      notice of termination by either the Company or Executive to the other
      party.  The period of employment under this Agreement is referred to
      as the “Term” and the last date of employment as the
“Separation Date.”

    


    2.           Title
      and Capacity.

    


    2.1           Chief
      Financial Officer.  Until otherwise notified by the Company (the
“Transition Event”), Executive will serve as Executive Vice
      President and Chief Financial Officer of the Company and its Affiliates (as
      defined below), and will perform the duties commensurate with such positions
      and
      such other duties as the Company’s Chief Executive Officer may assign to
      Executive.  Executive will devote attention and energies on a
      full-time basis to the above duties, and Executive will not, until the
      Transition Event, actively engage in any other for profit business activity,
      except Executive may continue to serve as a director of New York Mortgage Trust
      and The Pioneer Fund and affiliated fund groups.

    


    2.2           Strategy
      Advisor.  Following the Transition Event, Executive will serve as
      Strategy Advisor to the Chief Executive Officer of the Company and will perform
      the duties assigned to the Executive by the Chief Executive
      Officer.  The parties acknowledge that the duties of Executive as
      Strategy Advisor may not require a full-time commitment by the Executive and
      the
      parties will agree on an appropriate level of time commitment and commensurate
      base salary immediately prior to the Transition Event.

     

     

     

    
      
         

      

      
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    3.           Compensation
      and Benefits.

    


    3.1           Compensation.

    


    (a)           Through
      the later of (1) August 31, 2007 and (2) the Transition Event, the Company
      will
      pay Executive an annual base salary of $250,000 and such discretionary bonuses,
      if any, as the Compensation Committee of the Board (the “Compensation
      Committee”) in its sole discretion may determine.

    


    (b)           Following
      the later of (1) August 31, 2007 and (2) the Transition Event, the Company
      will
      pay Executive an annual base salary agreed upon by the Chief Executive Officer
      of the Company and Executive.

    


    (c)           During
      the Term, the Executive will continue to be eligible to participate in the
      Company’s equity compensation plans, subject to the discretion of the Chief
      Executive Officer and the Compensation Committee.

    


    3.2           Payment
      in Installments.  The Company will pay Executive’s annual base
      salary in periodic installments in accordance with the Company’s general payroll
      practices, after withholding for all Federal, state and local taxes and other
      required deductions.  The Company may pay any discretionary bonus at
      such time as the Compensation Committee determines in its sole
      discretion.

    


    3.3           Benefits.  Provided
      Executive meets and continues to meet the full-time and any and all other
      eligibility requirements set forth in the Company’s Employee Manual and benefits
      plans sponsored by the Company, the Company will make available to Executive
      the
      standard full-time employee benefits and benefit plans, subject to employee
      cost
      sharing provisions and other provisions of such benefits and benefit
      plans.  Notwithstanding the preceding, the Company may change, modify,
      amend, eliminate, or terminate any benefit or benefit plan or change the
      employee cost sharing provisions of any such benefit or benefit plan, and if
      the
      Company does so, thereafter Executive will be entitled only to then available
      standard full-time employee benefits and benefit plans.

    


    3.4           Paid
      Time Off.  Executive is entitled to paid time off as applicable
      under the Company’s Employee Manual and policies and procedures.

    


    3.5           Expenses.  The
      Company will reimburse Executive for all reasonable travel, entertainment and
      other expenses incurred or paid by Executive in connection with, or related
      to,
      the performance of his duties under this Agreement in accordance with the Travel
      and Expense Policy published by the Company’s Finance Department, as amended
      from time to time.

    


    4.           Separation
      of Employment.  The employment of Executive by the Company under
      this Agreement will terminate on the Separation Date as provided under Section
      1
      above.

     

     

    
      
         

      

      
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    5.           Separation
      Terms.

    


    5.1           Severance.  Following
      the Separation Date, the Company will pay to Executive severance equal to
      $125,000 in the manner provided under Section 3.2 in 13 equal installments
      in
      approximately the same intervals and with approximately the same frequency
      as
      the Company’s normal pay periods.  The first such installment will be
      payable on the Company’s regular payday next following the Separation
      Date.

    


    5.2           COBRA.  Provided
      Executive exercises his COBRA continuation right under the Company’s group
      health insurance plan in which Executive participates on the Separation Date,
      the Company will provide Executive COBRA continuation coverage during the
      Severance Period at no cost to Executive.  The payment of any COBRA
      continuation premiums following the expiration or termination of the Severance
      Period is Executive’s sole responsibility.

    


    5.3           Stock
      Options.  Executive may exercise all options granted to Executive
      and vested as of the Separation Date in accordance with the applicable Stock
      Option Grant Agreements and Equity Compensation Plans.  All stock
      options held by Executive as of the date hereof and the applicable vesting
      dates
      are listed on Exhibit A to this Agreement.

    


    5.4           Indemnification.  Following
      the Separation Date, as a former officer of the Company Executive is entitled
      to
      indemnification as provided under the Company’s Certificate of Incorporation and
      Bylaws, as amended from time to time, and pursuant to the officer and director
      policy of insurance maintained by the Company.

    


    5.5           General
      Releases.  On or prior to the Separation Date, Executive will
      execute a General Release in favor of the Company in the form of Exhibit
      B attached to this Agreement, and the Company will execute a General
      Release in favor of Executive in the form of Exhibit C attached
      to this Agreement.

    


    5.6           References.  At
      all times following the Separation Date, the Company will provide such
      employment references as are requested.  All requests for references
      will be referred to Frank A. Martin, Chairman, R. Dixon Thayer, CEO, or to
      the
      then director of Human Resources.

    


    6.           Non-Competition,
      Non-Solicitation and Confidentiality.

    


    6.1           Non-Competition.  During
      the Term and for a period of one year after the Separation Date, Executive
      will
      not, including through an Affiliate (as defined in Rule 12b-2 promulgated
      pursuant to the Securities Exchange Act of 1934, as amended), directly engage
      in
      the business in which the Company or its Affiliates are actually engaged in
      at
      any time during the Term (the “Business”) in the United
      States.  Each of the following activities, without limitation, are
      deemed to constitute engaged in the Business:  engaging in, working
      with, maintaining an interest in (other than interests of less than 1% in
      companies with securities traded either on the New York Stock Exchange, the
      American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market
      or traded over-the-counter and quoted on the 

     

     

     

    
      
         

      

      
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    Bulletin
      Board), advising for a fee or other consideration, managing, operating, lending
      money to (other than loans by commercial banks), guaranteeing the debts or
      obligations of, or permitting one’s name or any part thereof to be used in
      connection with an enterprise or endeavor, either individually, in partnership
      or in conjunction with any individual, partnership, corporation, limited
      liability company, association, joint stock company, trust, joint venture or
      any
      other form of business organization, unincorporated organization or governmental
      entity (or any department, agency or subdivision thereof) (each, a
“Person”), whether as principal, director, agent, shareholder,
      partner, employee, consultant, independent contractor or in any other manner
      whatsoever, of any Person engaged in the Business.  Following the
      Separation Date, Executive may request the Company to waive the application
      of
      this Section 6.1 with respect to specifically defined activities, which the
      Company will consider subject to its reasonable discretion.

    


    6.2           Non-solicitation.  During
      the Term and for a period of one year after the  Separation Date,
      Executive will not, directly or indirectly, and no Person (including an
      Affiliate) over which Executive exercises control (whether as an officer,
      director, individual proprietor, holder of debt or equity securities,
      consultant, partner, member or otherwise) (a) solicit or engage or employ
      or otherwise enter into any agreement or understanding, written or oral,
      relating to the services of any Person who is known or should be known by
      Executive to be then employed or to have been employed within the preceding
      six
      months by the Company or its Affiliates, (b) take any action which could be
      reasonably expected to lead any Person to cease to deal with the Company or
      its
      Affiliates or (c) solicit the business of, enter into any written or oral
      agreement with or otherwise deal with any supplier of goods, products, materials
      or services in competition with the Company or its Affiliates or solicit the
      business of customers of the Company or its Affiliates who were such at any
      time
      during the two-year period preceding Executive’s last date of employment, except
      on behalf of businesses in which such party would then be permitted to engage
      directly without violating this Section 6.

    


    6.3           Confidentiality.  During
      the Term and for a period of five years after the Separation Date, Executive
      will treat as trade secrets all Confidential Information (as defined below)
      known or acquired by Executive in the course of any affiliation Executive has
      with the Company or its Affiliates and will not disclose any Confidential
      Information to any Person not affiliated with the Company except as authorized
      in writing by the Company.  “Confidential
      Information” means any information relating to the relationship of the
      Company or its Affiliates to their customers (including, without limitation,
      the
      identity of any customer), the research, design, development, manufacturing,
      marketing, pricing, costs, capabilities, capacities and business plans related
      to the Business, the financing arrangements of the Company, or the financial
      condition or prospects of the Company; inventions, products, processes, methods,
      techniques, formulas, compositions, compounds, projects, developments, plans,
      research data, clinical data, financial data, personnel data, computer programs,
      software, including source code, object code, operating systems, bridgeware,
      firmware, middleware or utilities and customer and supplier lists and any other
      confidential information relating to the assets, condition or business of the
      Company or its Affiliates.  Notwithstanding the foregoing, Executive
      will have no obligation with respect to (a) information disclosed to
      Executive by a Person who does not owe a duty of confidentiality to the Company
      or its Affiliates; or (b) information which is in the public domain and is
      readily available; or (c) information where disclosure is required by law
      or is necessary in connection with a claim, dispute or litigation to which
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    party
      and
      the Company is given ten business days prior written notice of the intent to
      make disclosure.

    


    6.4           Injunctive
      Relief.  The restrictions contained in this Section 6 are
      necessary for the protection of the business and goodwill of the Company and
      its
      Affiliates and are considered by Executive to be reasonable for such
      purpose.  Executive acknowledges that a breach or threatened breach by
      Executive of the covenants contained in this Section 6 would cause the Company
      irreparable harm and that the extent of damages to the Company would be
      impossible to ascertain and that there is and will be available to the Company
      no adequate monetary damages or other remedy at law to compensate it in the
      event of any such breach.  Consequently, in the event of a breach of
      any such covenant, in addition to any other relief to which the Company is
      or
      may be entitled, the Company may seek, as a matter of course, an injunction
      or
      other equitable relief, including the remedy of specific performance, to enforce
      any or all of such covenants by Executive, his or her employer, employees,
      partners, agents or any of them.

    


    6.5           Modification
      of Covenants.  In the event an arbitrator, court or governmental
      agency or authority determines that any provision of Section 6 is invalid by
      reason of the length of any period of time or the size of any area during or
      in
      which such provision is effective, such period of time or area will be
      considered to be reduced to the extent required to cure such
      invalidity.

    


    6.6           Extension
      of Covenant.  In the event Executive violates the restrictions
      contained in Section 6.1, the duration of such restriction will extend for
      a
      period of time equal to the period of time during which such violation
      continued.

    


    6.7           Counter-claims.  Any
      claim or cause of action by Executive against the Company, whether predicated
      on
      this Agreement or otherwise, will not constitute a defense to the enforcement
      by
      the Company of the restrictions contained in this Section 6, but will be
      litigated separately unless the claim and defense arise out of the same event
      and joinder would be required.

    


    7.           Inventions,
      Patents and Intellectual Property.

    


    7.1           Executive
      agrees that all inventions, discoveries, computer programs, data, software,
      technology, designs, innovations and improvements (whether or not patentable
      and
      whether or not copyrightable) (individually, an “Invention,”
      and collectively, “Inventions”) related to the business of the
      Company which are made, conceived, reduced to practice, created, written,
      designed or developed by Executive, solely or jointly with others and whether
      during normal business hours or otherwise, during the Term or thereafter if
      resulting or directly derived from Confidential Information, will be the sole
      property of the Company.  Executive hereby assigns to the Company all
      Inventions and any and all related patents, copyrights, trademarks, trade names,
      and other industrial and intellectual property rights and applications therefor,
      in the United States and elsewhere and appoints any officer of the Company
      as
      Executive’s duly authorized attorney to execute, file, prosecute and protect the
      same before any government agency, court or authority.  Upon the
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    Executive
      will execute such further assignments, documents and other instruments as may
      be
      necessary or desirable to fully and completely assign all Inventions to the
      Company and to assist the Company in applying for, obtaining and enforcing
      patents or copyrights or other rights in the United States and in any foreign
      country with respect to any Invention.

    


    7.2           Executive
      will promptly disclose to the Company all Inventions and will maintain adequate
      and current written records (in the form of notes, sketches, drawings and as
      may
      be specified by the Company) to document the conception and/or first actual
      reduction to practice of any Invention.  Such written records will be
      available to and remain the sole property of the Company at all
      times.

    


    8.           Return
      of Confidential Information.  All files, letters, memoranda,
      reports, records, data, sketches, drawings, laboratory notebooks, program
      listings or other written, photographic or other tangible material, in each
      event, containing Confidential Information, whether created by Executive or
      others, which come into Executive’s custody or possession, are and will be the
      exclusive property of the Company to be used by Executive only in the
      performance of his duties for the Company.

    


    9.           Cooperation.  For
      a period of two years following the Separation Date, Executive will reasonably
      cooperate with the Company in providing information that the Company reasonably
      requests and in taking such other action as the Company may reasonably request,
      including testifying in connection with any legal proceeding or matter relating
      to the Company, other than proceedings relating to the enforcement of this
      Agreement or other proceedings in which you are a named party whose interests
      are adverse to those of the Company.  If the Company requests
      Executive to perform any of the obligations set forth in the previous sentence,
      the Company will pay you reasonable out-of-pocket expenses and compensate you,
      at least at the pro-rated rate provided for in this Agreement, for time
      spent.

    


    10.           Notices.  All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing, and may be given by a party hereto by (a)
      personal service (effective upon delivery), (b) mailed by registered or
      certified mail, return receipt requested, postage prepaid (effective five
      business days after dispatch), (c) reputable overnight delivery service,
      charges prepaid (effective the next business day) or (d) telecopy or other
      means of electronic transmission (effective upon receipt of the telecopy or
      other electronic transmission in complete, readable form), if confirmed promptly
      by any of the methods specified in clauses subparagraphs (a)-(c) of this Section
      10, to the other party at the address shown above, or at such other address
      or
      addresses as either party shall designate to the other in accordance with this
      Section 10.

    


    11.           Non-Disparagement;
      Goodwill.

    


    11.1           At
      all times following the date of this Agreement, unless required by process
      of
      law or subpoena or to enforce the provisions of this Agreement, Executive will
      not, directly or indirectly, criticize, disparage, deprecate, or make any
      negative comment, or make any comment, oral or written which may be construed
      as
      being critical, disparaging, deprecating or negative, with respect to: the
      Company; its businesses, operations, properties, clients or 

     

     

    
      
         

      

      
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    vendors;
      its officers, directors, employees or agents; or its business reputation or
      goodwill in general.

    


    11.2           At
      all times following the date of this Agreement, unless required by process
      of
      law or subpoena or to enforce the provisions of this Agreement, the Company
      will
      not, directly or indirectly, criticize, disparage, deprecate, or make any
      negative comment, or make any comment, oral or written which may be construed
      as
      being critical, disparaging, deprecating or negative, with respect to the
      Executive or the Executive's business reputation or goodwill in
      general.  Without limiting the generality of the
      foregoing,  the Company, or its officers or directors will not,
      directly or indirectly, comment negatively regarding the Executive's performance
      of responsibilities under this Agreement or regarding the Executive's actions
      while serving as, or the Executive's performance of the position of, Chief
      Financial Officer.

    


    12.           Pronouns.  Whenever
      the context may require, any pronouns used in this Agreement include the
      corresponding masculine, feminine or neuter forms, and the singular forms of
      nouns and pronouns include the plural and vice versa.

    


    13.           Entire
      Agreement.  This Agreement, and such other agreements, schedules
      and exhibits as are referenced in this Agreement, constitute the entire
      agreement between the parties and supersede all prior agreements and
      understandings, whether written or oral, relating to the subject matter of
      this
      Agreement.

    


    14.           Amendment.  This
      Agreement may be amended or modified only by a written instrument executed
      by
      both the Company and Executive.

    


    15.           Governing
      Law; Consent to Jurisdiction.

    


    15.1           This
      Agreement shall be construed, interpreted and enforced in accordance with the
      laws of the State of Delaware, notwithstanding any contrary application of
      conflicts of laws principles.

    


    15.2           Each
      of the Company and Executive consents to the jurisdiction of all Federal and
      state courts located in the Commonwealth of Pennsylvania which have jurisdiction
      over any disputes arising under this Agreement.  Service of process in
      any action or proceeding commenced in a court located in the Commonwealth of
      Pennsylvania may be made by written notice as provided in Section
      10.

    


    16.           Successors
      and Assigns.  This Agreement will be binding upon and inure to the
      benefit of both parties and their respective successors and assigns, including
      any corporation with which or into which the Company may be merged or which
      may
      succeed to its assets or business; provided, however, that the
      obligations of Executive are personal and may not be assigned by
      him.

    


    17.           Miscellaneous.

    


    17.1           No
      delay or omission by the Company in exercising any right under this


     

     

     

    
      
         

      

      
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    Agreement
      operates as a waiver of that or any other right.  A waiver or consent
      given by the Company on any one occasion is effective only in that instance
      and
      will not be construed as a bar or waiver or any right on any other
      occasion.

    


    17.2           
      The captions of the sections of this Agreement are for convenience of reference
      only and in no way define, limit or affect the scope or substance of any section
      of this Agreement.

    


    17.3           In
      case any provision of this Agreement is invalid, illegal or otherwise
      unenforceable, the validity, legality and enforceability of the remaining
      provisions will in no way be affected or impaired.

    


    17.4           The
      Company will pay Executive’s legal fees and expenses in connection with
      negotiating this Agreement, in an amount not to exceed $5,000.

    


    IN
      WITNESS WHEREOF, the parties hereto,
      intending to be legally bound, have executed this Agreement as of the day and
      year set forth above.

    


    
      	 	
              COMPANY:

            
	 	 
	 	
              I-TRAX,
                INC.

            
	 	 
	 	 
	 	
              By:  /s/
                R. Dixon Thayer

            
	 	
              Name:

            
	 	
              Title:
                Chief Executive Office

            
	 	 
              
	 	 
	 	
              Attest:
                /s/ Yuri Rozenfeld

            
	 	
              Name:

            
	 	
              Title:
                Secretary

            
	 	 
	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	
              Witness: 
                /s/ Yuri Rozenfeld

            	
              /s/
                David R. Bock

            


    

     

     

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