(b) During the Employment Period, excluding any periods of vacation and absence due tointermittent illness to which the Executive is entitled, and any services or activities on behalfof civic or charitable institutions that do not significantly interfere with the performance of hisresponsibilities to Employer or violate the provisions of Section 9, the Executive shall devote hisfull time and attention to the business and affairs of Employer and itssubsidiaries. Except as stated in the previous sentence, during the Employment Period,Executive shall have no other employment or business interests; provided, however, that theExecutive shall be able to invest his personal assets in investments and entities as long as suchinvestments do not violate Section 9 and do not require a material amount of the Executive’s time.The Executive shall use reasonable efforts to faithfully and efficiently carry out all duties andresponsibilities assigned to him.3. Compensation.(a) Base Salary. During the Employment Period, the Executive shall receive an annualBase Salary of $250,000 payable in accordance with the regular payroll practices of Employer. TheExecutive’s Base Salary shall be reviewed annually by Employer, in accordance with Employer’sstandard practices for executives generally, and may be increased, but not decreased, as determinedby the Board of Directors, in their sole discretion, or by any committee of the Board of Directorsto which such authority has been delegated. The parties acknowledge that as an accommodation tothe Employer, Executive agreed effective April 1, 2009 to temporarily receive a ten percent (10%)reduction in his Base Salary (the “Reduced Base”). The amount of Executive’s Reduced Base salaryis presently $225,000 annually and shall remain in effect until March 31, 2010. All severancepayments due to Executive under this Agreement shall be calculated based on Executive’s BaseSalary, not Executive’s Reduced Base.
 
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(b) Stock Grant. Employer, per the approval of its Board of Directors, awardedExecutive effective February 1, 2008, from and subject to the terms and conditions of the 2006Arcadia Resources, Inc. Equity Incentive Plan and the Plan’s restricted stock award agreement,150,000 shares of Arcadia common stock (the “Restricted Shares”). The Restricted Shares, untilvested, shall be subject to restrictions on transferability and held in escrow as described below. The Restricted Shares have vested and shall vest over a four (4) year period at the rate of9,375 shares at the end of each Arcadia fiscal quarter following the date of the Restricted Stockaward to executive (the “Vesting Date”). The Executive shall acquire rights as a shareholder inRestricted Shares upon each Vesting Date. Restricted Stock which has not vested shall be forfeitedonly in the event of Executive’s termination for Cause or Executive’s resignation without GoodReason (as those terms are used in this Agreement). If Executive’s employment is terminatedwithout Cause or for Good Reason, the Restricted Stock shall continue to vest as if Executive’semployment was continuing.(c) Stock Options. Subject to the terms and conditions of this Agreement and the planadopted by the Employer’s Board of Directors, Executive has been granted options to purchase550,001 shares of the Employer’s common stock. As of March 31, 2009, 166,667 of those options werevested and were exercisable at the strike price of $0.72 per share. As of March 31, 2009, 50,000of those options were vested and were exercisable at the strike price of $0.71 per share. So longas Executive remains employed by the Employer, Executive shall be entitled to exercise theremaining Stock Options pursuant to the following vesting schedule: 166,667 options vested andexercisable March 31, 2010, and 166,667 options vested and exercisable March 31, 2011. The optionsgranted pursuant to this paragraph are subject to the following terms and conditions:(i) Except as otherwise described in the paragraph immediately below, Executive shall forfeitall unvested options upon a termination of Executive’s employment. Executive shall have onecalendar year from the date of termination to exercise any vested but not yet exercised options.
 
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(ii) Executive’s unvested options shall vest immediately upon the termination of Executive’semployment only if the Executive’s employment is terminated without Cause or for Good Reason withinone calendar year of a Change in Control of the Employer. Executive shall have one calendar yearfrom the date of termination to exercise any options vested pursuant to this paragraph.(iii) For the purposes of this agreement, a Change in Control means the occurrence of any ofthe following: (1) a reorganization, merger or consolidation in which the Employer is not thesurviving corporation, (2) a sale of all or substantially all of the assets of the Employer toanother person or entity, (3) the acquisition of beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act) of an aggregate of 25% or more of the voting power of the Employer’soutstanding voting securities by any single person or group (as such term is used in Rule 13d-5under the Exchange Act), unless such acquisition was approved by the Employer’s Board of Directorsprior to the consummation thereof, or (4) the appointment of a trustee in a Chapter 11 bankruptcyproceeding involving the Employer or the conversion of such a proceeding into a case under Chapter7.(iv) To the extent that the vesting and/or payment upon termination provisions of thisAgreement differ from such provisions in any other compensation plan document of Employer, theprovisions in this Agreement shall control.(d) Bonus Compensation. Executive shall be eligible to participate in executive bonusplans as approved by the Compensation Committee, including the 2008 Executive Performance BasedCompensation Plan.
 
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(e) Other Benefits. To at least the same extent as other senior executives ofEmployer, except as required by law or applicable government regulations, the Executive shallbe entitled to participate in: (i) any short-term and long-term incentive, savings, andretirement plans; (ii) all practices, policies and programs including vacation policies establishedby Employer; and (iii) the Executive and/or the Executive’s family, as the case may be, shall beeligible for participation in, and shall receive all benefits under, all welfare benefits plans,practices, policies and programs provided by Employer.(f) Expenses. During the Employment Period, the Executive shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying outthe Executive’s duties under this Agreement, provided that the Executive complies with thegenerally applicable policies, practices and procedures of Employer for submission of expensereports, receipts, or similar documentation of such expenses.(g) Vacation. Executive shall be entitled to four (4) weeks of paid vacation leaveannually.
 
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4. Termination of Employment.(a) Death or Disability. The Executive’s employment and the Employment Period shallterminate automatically upon the Executive’s death or Disability during the Employment Period.“Disability” means Executive’s inability, because of mental or physical illness or incapacity,whether total or partial, to perform one or more primary duties of the Executive’s employment withreasonable accommodation, and which continues for a period of one hundred eighty (180) days withinany twelve (12) month period. If any question shall arise during the Executive’s employmenthereunder regarding the Executive’s inability, because of mental or physical illness or incapacity,whether total or partial, to perform one or more primary duties of the Executive’s employment withreasonable accommodation, Executive, at the request of Employer, shall submit to a medicalexamination by a physician selected by Employer (the“Employer Physician”) to determine whether the Executive is so disabled. In the event thatthe Executive disagrees with the findings of the Employer Physician, Executive shall have the rightto submit to a second medical examination by a physician selected by the Executive (the “ExecutivePhysician”). If the Employer Physician’s and the Executive Physician’s findings agreed withrespect to Executive’s disability status, such determination shall be binding on Employer and theExecutive. If the Employer Physician’s and the Executive Physician’s findings do not agree withrespect to Executive’s disability status, the Employer Physician and the Executive Physician shalltogether designate a third physician to make the determination with respect to Executive’sdisability status and such determination shall be binding on the Employer and the Executive. Thedate of the Executive’s Disability shall be the date on which a Physician (whether employer,Executive or third Physician) makes a final, binding determination of Executive’s disability.(b) By Employer. Employer may terminate the Executive’s employment under thisAgreement during the Employment Period for Cause or without Cause. “Cause” means:(i) The Executive’s fraud, theft or embezzlement committed with respect to Employer, itsaffiliates or customers;(ii) the continued failure by the Executive to perform his duties as contemplated by thisAgreement (other than any such failure resulting from his Disability or any such actual oranticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason)over a period of not less than ninety (90) days; provided however, that Employer may terminate theExecutive’s employment for “Cause” under this subdivision only if Employer has provided notice tothe Executive of his performance failures and such failures have not been cured by the Executivewithin thirty (30) days of the receipt of notice by the Executive;
 
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(iii) the willful or negligent misconduct of the Executive that is materially injurious toEmployer (including, without limitation, any breach by the Executive of Section 9 of thisAgreement), and, in the case of negligent misconduct, such misconduct is not cured by Executivewithin thirty (30) days of the receipt of notice by the Executive from Employer;(iv) the Executive’s conviction of a misdemeanor which directly causes material financial harmto Employer, which harm is not cured by the Executive within thirty (30) days of the receipt ofnotice by the Executive from the Employer of such harm;(v) the Executive’s conviction of a felony (including a felony constituting a crime of moralturpitude);(vi) Executive’s material breach of this Agreement causing material harm to Employer that isnot cured within thirty (30) days of receipt of notice thereof (any breach by the Executive ofSection 11 of this Agreement shall be deemed a material breach); provided that no “cure” shall bedeemed to have been effected unless both the breach and the harm have been cured;(vii) the Executive’s breach of a fiduciary duty owed to Employer or its Affiliates; or(viii) the Executive’s willful failure to carry out any material directive of Employer whichdoes not require unlawful action nor breach this Agreement.(ix) Provided, however, that the Executive shall be limited to one cure during any twelve (12)month period for all descriptions of cause and only for those causes where a cure period ispermitted.
 
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(c) A termination of Executive’s employment for Cause shall be effectuated by giving theExecutive written notice (“Notice of Termination for Cause”) of the termination,setting forth in reasonable detail the specific conduct that constitutes Cause and thespecific provision(s) of this Agreement on which Employer relies. The Executive shall have 30 daysto remedy the conduct set forth in the Notice of Termination for Cause. A termination ofExecutive’s employment for Cause shall be effective on the thirtieth business day following thedate when the Notice of Termination for Cause is given, unless the conduct set forth in the noticeis remedied by the Executive within the 30 day period; provided, however, that the Executive shallbe able to cure such conduct only once within a twelve (12) month period.(d) By the Executive. The Executive may terminate employment under this Agreement forGood Reason or without Good Reason. “Good Reason” means:(i) any reduction in the Executive’s Base Salary;(ii) removal of the Executive from his positions as Chief Financial Officer or failure tore-elect the Executive to such position, except for “Cause” as defined in paragraph (b) above;(iii) any change in Executive’s reporting assignment such that he is no longer reporting toEmployer’s President and Chief Executive Officer, except such a change that is made by mutualagreement between the Executive and Employer;(iv) a material failure by Employer to comply with any provision of Sections 2 and 3 of thisAgreement, other than (i) a purely monetary failure with respect to an amount less than $5,000,(ii) a failure within Executive’s control or (iii) an isolated, insubstantial or inadvertentfailure that is not taken in bad faith and is remedied by Employer within 15 days after receipt ofwritten notice thereof from the Executive;(v) any action by Employer, except as required by law or applicable government regulations,which is specific to the Executive that would or does adversely affectExecutive’s participation in bonus or incentive plans or the Other Benefits as described inSection 3; and
 
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(vi) any failure by Employer to obtain from any successor in interest thereto assent to theterms of this Agreement.(e) A termination of employment by the Executive for Good Reason shall be effectuated bygiving Employer written notice (“Notice of Termination for Good Reason”) of the termination,setting forth in reasonable detail the specific conduct that constitutes Good Reason and thespecific provision(s) of this Agreement on which the Executive relies. Employer shall have 30 daysto remedy the conduct set forth in the Notice of Termination for Good Reason. A termination ofemployment by the Executive for Good Reason shall be effective on the thirtieth business dayfollowing the date when the Notice of Termination for Good Reason is given, unless the conduct setforth in the notice is remedied by Employer within the 30 day period; provided, however, thatEmployer shall be able to cure such conduct only once within a twelve (12) month period.(f) A termination of the Executive’s employment by the Executive without Good Reason shall beeffectuated by giving Employer at least 30 days’ advance written notice of the termination.(g) Date of Termination. The “Date of Termination” means the date of the Executive’sdeath, the date of the Executive’s Disability, the date the termination of the Executive’semployment under this Agreement by Employer for Cause or without Cause or by the Executive for GoodReason or without Good Reason, as the case may be, is effective. The Employment Period shall endon the Date of Termination.
 
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(h) “Affiliate” of Employer means any person or entity directly or indirectly controlling,controlled by, or under common control with, Employer. For purposes of this definition, the terms“*Control,” “Controlling*,” and *“Controlled”*mean the right to elect a majority of the members or theboard of directors or other comparable body responsible for management and direction of a person orentity by contract, by virtue of share ownership or otherwise.5. Obligations of Employer upon Termination. If Employer terminates the Executive’semployment under this Agreement (other than for Cause) or the Executive terminates employment underthis Agreement for Good Reason, and provided the Executive continues to abide by the provisions ofSection 9 of this Agreement:(a) Severance Payment. The Executive shall be entitled to a continued payment for oneyear of the Executive’s Base Salary, payable in regular intervals, in accordance with the regularpayroll practices of Employer;(b) Base Salary Reimbursement. The Executive shall be entitled to immediatereimbursement of all unpaid Base Salary resulting from the 10% reduction in Executive’s Base Salarydescribed in paragraph 3(a) above. The amount of reimbursement shall be the difference between theamount Executive should have received in Base Salary and the amount of Reduced Base actually paidto Executive since April 1, 2009.(c) Bonus. The Executive shall receive a pro rata portion of any bonus or incentiveplan amount for that portion of the year prior to the Date of Termination, but only to the extentthe Executive’s performance measures are likely to be achieved by the end of the fiscal year.One-half of the Executive’s pro rata bonus shall be paid immediately upontermination of the Executive’s employment; the other half (with appropriate adjustments toreflect actual performance) shall be paid within 60 days of the end of the fiscal year.
 
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(d) COBRA Reimbursement. If after the Date of Termination the Executive elects toreceive continuation coverage under Employer’s group health plans pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (“COBRA”), the Executive shall be entitled toreimbursement from the Employer for the COBRA premium costs of medical, prescription, dental andvision coverage, if any, under Employer’s group health plans (as in effect from time to time) forthe Executive and, to the extent permitted under COBRA, the Executive’s spouse and eligibledependents, such reimbursement not to exceed the COBRA rates for such coverage and, unlessterminated sooner as described below, such reimbursement to continue for one year after the Date ofTermination; provided, however, that the Executive shall be required to submit to Employerreasonable evidence of payment by the Executive of any such COBRA premiums in order to obtainreimbursement from Employer and that the Executive may not submit any requests for reimbursement ofsuch payments more than once per calendar month; provided, further, that Employer, in its solediscretion, may elect for the first two calendar months (or portions thereof) of the SeverancePeriod, as applicable, to remit any such payments directly on behalf of the Executive rather thanrequiring the Executive to remit such payments and seek reimbursement therefore from Employer;provided, further, that the obligations of Employer to reimburse any such payments shall terminateon the date of occurrence of the first to occur of any of the following, if any of the followingshould occur prior to the end of the Severance Period: (i) the date of commencement of eligibilityof the Executive under the group health plan of any other employer or (ii) the date of commencementof eligibility of the Executive for Medicare benefits under Title XVIII of the Social Security Act(“Medicare Benefits”); and provided, further, that the
 
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Executive nevertheless shall be entitled to electCOBRA continuation coverage without reimbursement under Employer’s group health plans at theapplicable COBRA premium rates through the date that is 18 months after the Date of Termination or,if earlier, the date that the Executive becomes covered under the group health plan of anotheremployer or becomes eligible for Medicare Benefits, if the obligations of Employer to reimburse theExecutive for COBRA premiums for continuation coverage under Employer’s group health plans shouldterminate prior to such date. Notwithstanding anything to the contrary set forth above, employer,in its sole discretion, may discontinue any coverage contemplated hereunder in the event that suchcontinuation is not permitted under or would adversely affect the tax status of the plan or plansof Employer pursuant to which the coverage is provided, in which case Employer shall makesupplemental severance payments to the Executive in monthly amounts equal to the amounts to whichthe Executive otherwise would have been entitled to reimbursement hereunder in respect of suchcoverage for the remainder of the period that Employer otherwise would have been obligated to makereimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive byEmployer or paid directly to the Executive as supplemental severance payments will be consideredtaxable income to the Executive and any taxes on such amounts will be the Executive’sresponsibility and subject to applicable tax withholding.(e) Accrued Obligations. Employer shall also pay, or cause to be paid, to theExecutive, in a lump sum in cash within 30 days after the Date of Termination certain ofExecutive’s accrued but unpaid cash compensation (the “Accrued Obligations”), which shall includebut not be limited to the Executive’s Base Salary through the Date of Termination that has not yetbeen paid, any accrued but unpaid vacation pay, and similar unpaid items that haveaccrued and as to which the Executive has become entitled as of the Date of Termination,including declared but unpaid bonuses and unreimbursed employee business expenses.
 
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(f) Death or Disability. If the Executive’s employment is terminated by reason of theExecutive’s death or Disability during the Employment Period, Employer shall pay the AccruedObligations to the Executive or the Executive’s estate or legal representative, as applicable, in alump sum in cash within 30 days after the Date of Termination. In addition, Employer shall pay apro-rata portion of the Executive’s bonus to Executive or his estate or legal representative,determined and paid in the manner set forth in subparagraph 5(c) above. Pro rata bonuses shall bepaid within 60 days of the end of the fiscal year for that portion of the year prior to the Date ofTermination but only to the extent the Executive’s performance measures are achieved at the end ofthe fiscal year. In such event, Employer shall have no further obligations under this Agreement orotherwise to or with respect to the Executive other than for any entitlements under the terms ofany other plans or programs of Employer in which the Executive participated and under which theExecutive has become entitled to a benefit.(g) By Employer for Cause; By the Executive Other than for Good Reason. Ifthe Executive’s employment is terminate by Employer for Cause or the Executive voluntarilyterminates his employer other than for Good Reason, Employer shall pay the Executive, or shallcause the Executive to be paid, the Executive’s Base Salary through the Date of Termination thathas not been paid and the amount of any declared but unpaid bonuses, accrued but unpaid vacationpay, and unreimbursed employee business expenses, and Employer shall have no further obligationsunder this Agreement or otherwise to or with respect to the Executive other than for anyentitlements under the terms of any other plans or programs of Employer in which the Executiveparticipated and under which the Executive has become entitled to a benefit.
 
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6. Tax Treatment. It is the intention of the parties that payments to be made to theExecutive whether under the terms of this Agreement or otherwise shall not constitute “excessparachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (asamended from time to time) (the “Code”) and any regulations thereunder. If the independentaccountants serving as auditors for Employer on the date of this Agreement (or any otherindependent certified public accounting firm designated by Employer) determine that any payment ordistribution by Employer to or for the benefit of the Executive (whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise) would benondeductible by Employer under Section 280G of the Code (or any successor provision), then theamounts payable or distributable under this Agreement will be reduced to the maximum amount whichmay be paid or distributed without causing such payments or distributions to be nondeductible. Thedetermination shall take into account (a) whether the payments or distributions are “parachutepayments” under Section 280G, (b) the amount of payments and distributions under this Agreementthat constitute reasonable compensation, and (c) the present value of such payments anddistributions determined in accordance with Treasury Regulations in effect from time to time. TheExecutive shall have the right to designate which payments or distributions will be reduced.7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice provided byEmployer for which the Executive may qualify. Vested benefits and other amounts that the Executiveis otherwise entitled to receive on or after the Date of Termination under any plan, policy,practice or program of, or any contract or agreement with, Employer shall be payable inaccordance with such plan, policy, practice, program, contract or agreement, as the case maybe, except as explicitly modified by this Agreement.
 
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8. Mitigation. In no event shall the Executive be obligated to seek other employmentor take any other action by way of mitigation of the amounts payable to the Executive under any ofthe provisions of this Agreement. Notwithstanding this Section 8, the Executive shall continue tobe subject to all of the restrictions provided for in Section 9 of this Agreement during theSeverance Period.9. Confidential Information; Non-solicitation; Non-competition.(a) the Executive agrees and acknowledges that by reason of his employment by and service toEmployer, he will have access to, become exposed to and/or become knowledgeable about confidentialinformation of Employer and its Affiliates (the “Confidential Information”) from time to timeduring the Employment Period, including, without limitation, proposals, plans, inventions,practices, systems, programs, processes, methods, techniques, research, records, supplier sources,customer lists and other forms of business information that are not known to Employer’scompetitors, are not recognized as being encompassed within standard business or managementpractices and/or are kept secret and confidential by Employer. Executive agrees that at no timeduring or after the Employment Period will he disclose or use the Confidential Information exceptas may be required in the prudent course of business for the benefit of Employer, or as may berequired by law or in a legal proceeding.
 
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(b) The Executive acknowledges that Employer’s business plan is to engage in businessthroughout the United States. During the Executive’s employment by Employer and for the durationof the Restricted Period (defined below), the Executive agrees that he will not, unless acting withthe prior written consent of Employer, directly or indirectly, own, manage,control, or participate in the ownership, management or control of, be financially interestedin, or be employed or engaged by, or otherwise affiliated or associated with, as an officer,director, employee, consultant, independent contractor or otherwise, any other corporation,partnership, proprietorship, firm, association or other business entity, which is engaged in themanagement, ownership or operation of retail pharmacies in the United States or any other businessthat, as of the Date of Termination, is engaged in by Employer in the United States, has beenreviewed with the Board of Directors of Employer for development to be owned or managed byEmployer, within nine (9) months of the Date of Termination, and/or has been divested by Employerbut as to which Employer has an obligation to refrain from involvement for so long as suchrestriction applies to Employer; provided, however, that the ownership of not more than 5% of theequity of a publicly traded entity shall not be deemed to be a violation of this paragraph.Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for inthis subsection in the event that Employer fails to make payments to Executive as provided for inSection 5 of this Agreement and Employer has not cured such failure within fifteen (15) calendardays after receipt of written notice from Executive. The foregoing will be construed to permit theExecutive to own or operate an independent pharmacy or to practice as a licensed pharmacist in anindependent or retail pharmacy at any time following the Date of Termination.(c) The Executive also agrees that he will not, directly or indirectly, during the RestrictedPeriod induce any person who is an employee, officer, director, or agent of Employer, to terminatesuch relationship, or employ, assist in employing or otherwise be associated in business with anypresent or former employee or officer of Employer or its Affiliates, including without limitationthose who commence such positions with Employer or its Affiliates after the Date of Termination.
 
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(d) During the Restricted Period, the Executive shall not attempt in any manner to contact orsolicit any individual, firm, corporation or other entity (i) that is or has been, a customer,supplier or vender or Employer or its Affiliates at any time during the Restricted Period, (ii) towhich a proposal has been made by Employer during the Restricted Period or (iii) to which employerhas made a proposal during the nine (9) months preceding the Date of Termination, for the purposeof implementing retail pharmacies or providing retail pharmacy or services or products similar tothe services and products provided by Employer at the Date of Termination. In addition, during theRestricted Period, the Executive shall not persuade or attempt to persuade any customer, supplier,vendor, licensor or other entity or individual doing business with Employer to discontinue orreduce its business with Employer or otherwise interfere in any way with the business relationshipsand activities of Employer. For purposes of this paragraph (d), a customer of Employer or itsAffiliates includes any retail/grocery establishment, physician’s office, clinic or any healthcareor retail host business in which Employer or its subsidiaries has located or has proposed to locatea pharmacy or provide pharmacy services.(e) The Executive acknowledges and agrees that the restrictions contained in this Section 9are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwilland business of Employer, that Employer would not have entered into this Agreement in the absenceof such restrictions and that irreparable injury will be suffered by Employer should the Executivebreach the provisions of this Section. The Executive represents and acknowledges that (i) theExecutive has been advised by Employer to consult the Executive’s own legal counsel in respect ofthis Agreement, (ii) the Executive has consulted with and been advised by his own counsel inrespect of this Agreement, and (iii) the Executive hashad full opportunity, prior to execution of this Agreement, to review thoroughly thisAgreement with the Executive’s counsel.
 
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(f) The Executive further acknowledges and agrees that a breach of the restrictions in thisSection 9 may not be adequately compensated by monetary damages. The Executive agrees that actualdamage may be difficult to ascertain and that, in the event of any such breach, Employer may beentitled to injunctive relief in addition to such other legal or equitable remedies as may beavailable to Employer. In the event that the provisions of this Section 9 should ever beadjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is theintention of the parties that the provision shall be amended such that those provisions are madeconsistent with the maximum limitations permitted by applicable law, that such amendment shallapply only within the jurisdiction of the court that made such adjudication and that thoseprovisions otherwise be enforced to the maximum extent permitted by law.(g) For purposes of this Section 9, the term “Restricted Period” following the Date ofTermination means (i) if Employer terminates the Executive’s employment without Cause or if theExecutive terminates his employment with Good Reason, the entire period during which payments tothe Executive continue pursuant to Section 5, or (ii) in any other case, a period of one (1) yearfollowing the Date of Termination.(h) All Confidential Information; all innovations, inventions and discoveries of Employer; andall correspondence, files, documents, advertising, sales, manufacturers’ and other materials orarticles or other information of any kind, in any media, form or format, whether or not deemedconfidential, shall be and remain the sole property of Employer (“Employer Property”). Upontermination or at Employer’s request, whichever is earlier, Executive shall immediately deliver toEmployer all such Employer Property.
 
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(i) If, contrary to the effort and intent of the parties, any covenant or other obligationcontained in this Section 9 shall be found not to be reasonably necessary for the protection of, tobe unreasonable as to duration, scope or nature of restrictions, or to impose an undue hardship onExecutive, then it is the desire of the parties that such covenant or obligation not be renderedinvalid thereby, but rather that the duration, scope or nature of the restrictions be deemedreduced or modified, with retroactive effect, to render such covenant or obligation reasonable,valid and enforceable. The parties further agree that in the event a court, despite the effortsand intent of the parties, declares any portion of the covenants or obligations in this Section 9invalid, the remaining provisions of this Section 9 shall nonetheless remain valid and enforceable.10. Governing Law and Arbitration. This Agreement and all disputes arising out ofExecutive’s employment hereunder shall be governed by and construed in accordance with the laws ofthe State of Indiana without reference to principles of conflict laws, notwithstanding the factthat any party hereto is or may hereafter become domiciled or located in a different state. Anydispute, controversy or claim arising out of or relating to this Agreement or Executive’semployment, whether arising in contract, tort or otherwise, including all claims assertable underany federal or state law prohibiting discrimination in employment, shall be resolved at arbitrationin accordance with the rules of the American Arbitration Association, except for any equitable orinjunctive relief sought by Employer under this Agreement. The arbitration shall be held at alocation within Marion County, Indiana. The parties hereto agree that any arbitration awardrendered on any claim submitted to arbitration shall be final and binding upon the parties, subjectto appeal, and that judgment may be entered upon any arbitration award by any circuit court locatedin Indiana or by any other court of competent jurisdiction. The parties hereto agree thatthe expenses of any arbitration shall be borne equally by the parties to the proceeding,except that the party determined to have prevailed in any arbitration or civil action shall beawarded its reasonable attorneys fees and costs of its own experts, evidence and the like. Theparties hereto acknowledge and agree that by making this agreement to submit all claims to bindingarbitration, they are waiving the right to litigate in a court of law, and to trial by jury ifapplicable, all claims, including all claims assertable under any federal or state law prohibitingdiscrimination in employment.
 
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11. Successors.(a) This Agreement is personal to the Executive and, without the prior written consent ofEmployer, shall not be assignable by the Executive otherwise than by will or the laws of descentand distribution. This Agreement shall inure to the benefit of and be enforceable by theExecutive’s legal representatives.(b) This Agreement shall inure to the benefit of and be binding upon the Employer and itssuccessors and assigns.(c) The Employer shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theEmployer expressly to assume and agree to perform this Agreement in the same manner and to the sameextent that the Employer would have been required to perform it if no such succession had takenplace. As used in this Agreement, “Employer” shall mean both Employer as defined above and anysuch successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.
 
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12. Miscellaneous.(a) The captions of this Agreement are not part of the provisions hereof and shall have noforce or effect. This Agreement may not be amended or modified except by a written agreementexecuted by the parties hereto or their respective successors and legal representatives. ThisAgreement supersedes all prior agreements between Employer and Executive with respect to itssubject matter, including Executive’s employment agreements with PrairieStone, and constitutes(along with the documents referred to in this Agreement) a complete and exclusive statement of theterms of the Agreement between Employer and Executive with respect to its subject matter.(b) All notices and other communications under this Agreement shall be in writing and shall begiven by hand to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive:Matthew R. Middendorf5254 N. Delaware StreetIndianapolis, IN 46220If to the Employer:Arcadia Resources, Inc.9229 Delegates Row, Suite 260Indianapolis, IN 46240Attn: Chief Executive Officeror to such other address as either party furnishes to the other in writing in accordance with thisSection. Notices and communications shall be effective when actually received by the addressee.(c) The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement. If any provision of thisAgreement shall be held invalid or unenforceable in part, the remaining portion of suchprovision together with all other provisions of this Agreement, shall remain valid andenforceable and continue in full force and effect to the fullest extent consistent with law.
 
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(d) Notwithstanding any other provision of this Agreement, Employer may withhold from amountspayable under this Agreement all federal, state, local and foreign taxes that are required to bewithheld by applicable laws or regulations.(e) The Executive’s or Employer’s failure to insist upon strict compliance with any provisionof, or to assert any right under, this Agreement (including, without limitation, the right of theExecutive to terminate employment for Good Reason pursuant to paragraph (d) of Section 4 of thisAgreement) shall not be deemed a waiver of such provision or right or of any other provision of orright under this Agreement.(f) This Agreement may be executed in several counterparts, each of which shall be deemed anoriginal, and said counterparts shall constitute but one and the same instrument.13. The respective rights and obligations of the parties hereunder shall survive anytermination of the Executive’s employment to the extent necessary to the intended preservation ofsuch rights and obligations, including, but not by way of limitation, those rights and obligationsset forth in Sections 3, 5, 6, 8 and 9.IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to theauthorization of the Board of Directors, Employer has caused this Agreement to be executed in itsname and on its behalf, all as of the day and year first above written.ARCADIA RESOURCES, INC.       By: /s/ Steven L. Zeller          Name: Steven Zeller    Title: Chief Operating Officer         EXECUTIVE         /s/ Matthew R. Middendorf     Matthew R. Middendorf  
 
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