**EXHIBIT 10.1****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between Arcadia Resources, Inc.,a Nevada corporation (“Arcadia” or “Employer”), and Matthew R. Middendorf, aresident of the State of Florida (the “Executive”), is entered into on this 4thday of January, 2008, to be effective as of February 1, 2008 (the “Effective Date”).     WHEREAS, Employer desires to employ Executive in the position described herein; and     WHEREAS, Executive desires to serve in that capacity.     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:     1. Employment. Employer shall employ the Executive, and the Executive shallserve Employer and its subsidiaries on the terms and conditions set forth in this Agreement, forthe period beginning on the Effective Date and continuing until terminated as provided below inSection 4 (the “Employment Period”).     2. Position and Duties.          (a) As of the Effective Date, and during the Employment Period, the Executive willbe employed as Chief Financial Officer (Principal Financial and Accounting Officer) and Treasurerof Arcadia and such of its subsidiaries as may be determined by Arcadia’s President and ChiefExecutive Officer (“CEO”), performing such duties as may be designated by thePresident/CEO from time to time (which shall be consistent with the general nature of the dutiesand authority of such officer in similarly situated companies) and in compliance with Employer’spolicies and procedures applicable to similarly situated employees in effect from time to time.Executive shall report to Arcadia’s President/CEO or to such other person designated by thePresident/CEO with Executive’s written consent which shall not be unreasonably withheld.          (b) During the Employment Period, excluding any periods of vacation and absence dueto intermittent illness to which the Executive is entitled, and any services or activities onbehalf of civic or charitable institutions that do not significantly interfere with the performanceof his responsibilities to Employer or violate the provisions of Section 9, the Executiveshall devote his full time and attention to the business and affairs of Employer and itssubsidiaries. During the Employment Period, Executive shall have no other employment or businessinterests; *provided*, *however*, that the Executive shall be able to invest his personal assets ininvestments and entities as long as such investments do not violate Section 9 and do notrequire a material amount of the Executive’s time. The Executive shall use reasonable efforts tofaithfully and efficiently carry out all duties and responsibilities assigned to him.     3. Compensation.          (a) Base Salary. During the Employment Period, the Executive shall receivean annual base salary of $250,000 payable in accordance with the regular payroll practices ofEmployer. The Executive’s base salary shall be reviewed annually by Employer, in accordance withEmployer’s standard practices for executives generally, and may be increased, but not decreased, asdetermined by the Board of Directors, in its sole discretion, or by any Committee of the Board ofDirectors to which such authority has been delegated.
 

 
          (b) Equity Awards. Throughout the Employment Period, Executive shall beeligible to receive awards of Employer’s equity securities as may be awarded in the discretion ofthe Board of Directors or by any Committee of the Board of Directors to which such authority hasbeen delegated.          (c) Annual Bonus and Incentive Plans; Other Benefits. Throughout theEmployment Period, the Executive shall be eligible to participate in any bonus or incentive plansthat are available to the senior executives of Arcadia.          (d) Other Benefits. To at least the same extent as other senior executivesof Arcadia, except as required by law or applicable government regulations, the Executive shall beentitled to participate in: (i) any short-term and long-term incentive, savings, and retirementplans; (ii) all practices, policies and programs including vacation policies established byEmployer; 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 benefit plans,practices, policies and programs provided by Employer.          (e) Expenses. During the Employment Period, the Executive shall be entitledto receive prompt reimbursement for all reasonable expenses incurred by the Executive in carryingout the 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.          (f) Automobile Allowance. Employer will provide Executive with anautomobile allowance of $500 per month throughout the term of this Agreement.          (g) Vacation. Executive shall be entitled to four (4) weeks of paidvacation leave annually or such greater period of vacation leave as Employer may prescribe.          (h) Relocation Allowance. On the date which the Executive receives hisfirst paycheck in accordance with the regular payroll practices of the Employer, the Employer willpay the Executive a relocation allowance of $7,500 for use in defraying Executive’s moving costsincluding, but not limited to, trips to search for housing, temporary lodging expenses, packing,moving, and unpacking of personal goods, insurance and travel for Executive and his family toExecutive’s new residence in Indianapolis, Indiana (the “Relocation Allowance”). Executiveacknowledges that the Relocation Allowance will be subject to income and employment taxes. IfExecutive resigns for any reason other than Good Reason or if Executive is terminated for Causeprior to the first anniversary of the Effective Date, then the Executive shall repay the RelocationAllowance, in full, either by set off or in cash within thirty (30) days following the terminationdate.          (i) Temporary Living Expenses. Executive agrees to use his reasonable bestefforts to obtain a permanent residence in Indianapolis, Indiana as soon as reasonably practicablefollowing the Effective Date. For the period beginning on the Effective Date and ending on thedate upon which Executive and his family are moved into a permanent residence in Indianapolis,Indiana, but in no event later than August 1, 2008 (the “Temporary Living Period”), theCompany will provide temporary living arrangements reasonably acceptable to Executive for Executiveand his family. If Executive precedes his family to the temporary living location in Indianapolis,Indiana, transportation to and from the Indianapolis, Indiana will be reimbursed during thetemporary living period. Such reimbursements will be limited to intervals of two (2) weeks duringthe Temporary Living Period. Executive acknowledges that the Company’s provision of temporaryliving arrangements will be subject to income and employment taxes.
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     4. Termination of Employment.          (a) Death or Disability. The Executive’s employment and the EmploymentPeriod shall terminate automatically upon the Executive’s death or Disability during the EmploymentPeriod. “Disability” means Executive’s inability, because of mental or physical illness orincapacity, whether total or partial, to perform one or more primary duties of the Executive’semployment with reasonable accommodation, and which continues for a period of one hundred eighty(180) days within any twelve (12) period. If any question shall arise during the Executive’semployment hereunder regarding the Executive’s inability, because of mental or physical illness orincapacity, whether total or partial, to perform one or more primary duties of the Executive’semployment with reasonable accommodation, Executive, at the request of Employer, shall submit to amedical examination by a physician selected by Employer (the “Employer Physician”) todetermine whether the Executive is so disabled. In the event that the Executive disagrees with thefindings of the Employer Physician, Executive shall have the right to submit to a second medicalexamination by a physician selected by the Executive (the “Executive Physician”). If theEmployer Physician’s and the Executive Physician’s findings agree with respect to Executive’sdisability status, such determination shall be binding on Employer and the Executive. If theEmployer Physician’s and the Executive Physician’s findings do not agree with respect toExecutive’s disability status, the Employer Physician and the Executive Physician shall togetherdesignate a third physician to make the determination with respect to Executive’s disability statusand such determination shall be binding on the Employer and the Executive. The date of theExecutive’s Disability shall be the date on which a Physician (whether Employer, Executive or thirdPhysician) makes a final, binding determination of Executive’s disability.          (b) By Employer . Employer may terminate the Executive’s employment underthis Agreement during the Employment Period for Cause or without Cause. “Cause” means:                    (i) The Executive’s fraud, knowing violation of law, theft or embezzlement committedwith respect to Employer, its Affiliates or customers;                    (ii) the continued failure by the Executive to perform his duties as contemplated bythis Agreement (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 thirty (30) 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;                    (iii) the willful or negligent misconduct of the Executive that is materiallyinjurious to Employer (including, without limitation, any breach by the Executive of Section9 of this Agreement), and, in the case of negligent misconduct, such misconduct is not cured byExecutive within 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 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 crimeof moral turpitude);
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                    (vi) Executive’s material breach of this Agreement causing material harm to Employerthat is not cured within thirty (30) days of receipt of notice thereof (any breach by the Executiveof Section 11 of this Agreement shall be deemed a material breach); *provided*, that no“cure” shall be deemed 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 ofEmployer which does not require unlawful action nor breach this Agreement.                    (ix) *Provided*, *however*, that the Executive shall be limited to one (1) cure duringany twelve (12) month period for all descriptions of cause and only for those causes where a cureperiod is permitted.          (c) A termination of Executive’s employment for Cause shall be effectuated by givingthe Executive written notice (“Notice of Termination for Cause”) of the termination,setting forth in reasonable detail the specific conduct that constitutes Cause and the specificprovision(s) of this Agreement on which Employer relies. The Executive shall have thirty (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 (30th) dayfollowing the date when the Notice of Termination for Cause is given, unless the conduct set forthin the notice is remedied by the Executive within the thirty (30) day period; *provided*, *however*,that the Executive shall be able to cure such conduct only once within a twelve (12) month period.A termination of Executive’s employment without Cause shall be effectuated by giving the Executivewritten notice of the termination, which termination shall be effective on the thirtieth(30th) day following the date when the Notice of Termination without Cause is given.          (d) By the Executive. The Executive may terminate employment under thisAgreement for Good Reason or without Good Reason. “Good Reason” means:                    (i) any reduction in the Executive’s base salary;                    (ii) removal of the Executive from his position specified herein, except for “Cause”as defined in paragraph (b) above;                    (iii) any change in Executive’s reporting assignment such that he is no longerreporting to Arcadia’s President/CEO, except such a change that is made by mutual agreement betweenthe Executive and Employer provided that Executive shall not unreasonably withhold his consent;                    (iv) a material failure by Employer to comply with any provision of Sections2 and 3 of this Agreement, other than (i) a purely monetary failure with respect to anamount less than $5,000, (ii) a failure within Executive’s control or (iii) an isolated,insubstantial or inadvertent failure that is not taken in bad faith and is remedied by Employerwithin thirty (30) days after receipt of written notice thereof from the Executive;                    (v) any action by Employer, except as required by law or applicable governmentregulations, which is specific to the Executive that would or does adversely affect Executive’sparticipation in bonus or incentive plans or the Other Benefits as described in Sections3(b) and/or 3(c); and
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                    (vi) any failure by Employer to obtain from any successor in interest thereto assentto the terms of this Agreement.          (e) A termination of employment by the Executive for Good Reason shall beeffectuated by giving Employer written notice (“Notice of Termination for Good Reason”) ofthe termination, setting forth in reasonable detail the specific conduct that constitutes GoodReason and the specific provision(s) of this Agreement on which the Executive relies, must be givenwithin thirty (30) days of the date of the act or omission on which it is based or the date onwhich Executive first knows or reasonably should have known of such act or omission, whichever islater. Employer shall have thirty (30) days to remedy the conduct set forth in the Notice ofTermination for Good Reason. A termination of employment by the Executive for Good Reason shall beeffective on the thirtieth (30th) day following the date when the Notice of Terminationfor Good Reason is given, unless the conduct set forth in the notice is remedied by Employer withinthe thirty (30) day period; *provided*, *however*, that Employer shall be able to cure such conductonly once within a twelve (12) month period.          (f) A termination of the Executive’s employment by the Executive without Good Reasonshall be effected by giving Employer at least thirty (30) days’ advance written notice of thetermination.          (g) Date of Termination. The “Date of Termination” means the dateof the Executive’s death, the date of the Executive’s Disability, the date the termination of theExecutive’s employment under this Agreement by Employer for Cause or without Cause or by theExecutive for Good Reason or without Good Reason, as the case may be, is effective. The EmploymentPeriod shall end on the Date of Termination.          (h) “Affiliate” of Employer means any person or entity directly orindirectly controlling, controlled by, or under common control with, Arcadia. For purposes of thisdefinition, the terms “*Control*,” “*Controlling*,” and “*Controlled*” mean the right to elect a majorityof the members or the board of directors or other comparable body responsible for management anddirection of a person or entity by contract, by virtue of share ownership or otherwise.     5. Obligations of Employer upon Termination.          (a) [intentionally omitted and left blank]          (b) Termination. If Employer terminates the Executive’s employment underthis Agreement (other than for Cause) or the Executive terminates employment under this Agreementfor Good Reason (any such termination of employment being a “Section 5(b) Termination”) andprovided the Executive continues to abide by the provisions of Section 9 of this Agreement:                    (i) the Executive shall be entitled to a continued payment for six (6) monthsfollowing the Date of Termination (the “Severance Period”) of the Executive’s current basesalary (as in effect on the Date of Termination), payable in regular intervals, in accordance withthe regular payroll practices of Employer;                    (ii) the Executive shall receive a pro rata portion of any bonus or incentive planamount for that portion of the year prior to the Date of Termination but only to the extent theExecutive’s performance measures are achieved at the end of the fiscal year. Pro rata bonusesshall be paid within sixty (60) days of the end of the fiscal year.
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                    (iii) if after the Date of Termination the Executive elects to receive continuationcoverage under Employer’s group health plans pursuant to the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”), the Executive shall be entitled to reimbursement fromthe Employer for the COBRA premium costs of medical, prescription, dental and vision coverage, ifany, under Employer’s group health plans (as in effect from time to time) for the Executive and,to the extent permitted under COBRA, the Executive’s spouse and eligible dependents, suchreimbursement not to exceed the COBRA rates for such coverage and, unless terminated sooner asdescribed below, such reimbursement to continue for six (6) months after the Date of Termination;*provided*, *however*, that the Executive shall be required to submit to Employer reasonable evidenceof payment by the Executive of any such COBRA premiums in order to obtain reimbursement fromEmployer and that the Executive may not submit any requests for reimbursement of such payments morethan once per calendar month; *provided*, *further*, that Employer, in its sole discretion, may electfor the first two (2) calendar months (or portions thereof) of the Severance Period, as applicable,to remit any such payments directly on behalf of the Executive rather than requiring the Executiveto remit such payments and seek reimbursement therefore from Employer; *provided*, *further*, that theobligations of Employer to reimburse any such payments shall terminate on the date of occurrenceof the first to occur of any of the following, if any of the following should occur prior to theend of the Severance Period: (i) the date of commencement of eligibility of the Executive under thegroup health plan of any other employer or (ii) the date of commencement of eligibility of theExecutive for Medicare benefits under Title XVIII of the Social Security Act (“MedicareBenefits”); and *provided*, *further*, that the 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 eighteen (18) months after the Date ofTermination or, if earlier, the date that the Executive becomes covered under the group health planof another employer or becomes eligible for Medicare Benefits, if the obligations of Employer toreimburse the Executive for COBRA premiums for continuation coverage under Employer’s group healthplans should terminate prior to such date. Notwithstanding anything to the contrary set forthabove, Employer, in its sole discretion, may discontinue any coverage contemplated hereunder in theevent that such continuation is not permitted under or would adversely affect the tax status of theplan or plans of Employer pursuant to which the coverage is provided, in which case Employershall make supplemental severance payments to the Executive in monthly amounts equal to the amountsto which the Executive otherwise would have been entitled to reimbursement hereunder in respect ofsuch coverage for the remainder of the period that Employer otherwise would have been obligated tomake reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executiveby Employer 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.                    (iv) Employer shall also pay, or cause to be paid, to the Executive, in a lump sumin cash within thirty (30) days after the Date of Termination certain of Executive’s accrued butunpaid cash compensation (the “Accrued Obligations”), which shall include but not belimited to the Executive’s base salary through the Date of Termination that has not yet been paid,any accrued but unpaid vacation pay, and similar unpaid items that have accrued and as to which theExecutive has become entitled as of the Date of Termination, including declared but unpaid bonusesand unreimbursed employee business expenses.          (c) Death or Disability. If the Executive’s employment is terminated byreason of the Executive’s death or Disability during the Employment Period, Employer shall pay theAccrued Obligations to the Executive or the Executive’s estate or legal representative, asapplicable, in a lump sum in cash within thirty (30) days after the Date of Termination. Inaddition, Employer shall pay a pro-rata portion of the Executive’s bonus to Executive or his estateor legal representative, determined and paid in the manner set forth in subparagraph5(b)(ii) above. Pro rata bonuses shall be paid within sixty (60) days
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of the end of the fiscal year for that portion of the year prior to the Date of Terminationbut only to the extent the Executive’s performance measures are achieved at the end of the fiscalyear. In such event, except as may be required by law, 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.          (d) By Employer for Cause; By the Executive Other than for Good Reason. Ifthe Executive’s employment is terminated by Employer for Cause or the Executive voluntarilyterminates his employment 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 or as otherwiserequired by law.     6. Tax Treatment. It is the intention of the parties that payments to bemade to the Executive whether under the terms of this Agreement or otherwise shall not constitute“excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986(as amended from time to time) (the “Code) and any regulations thereunder. If theindependent accountants serving as auditors for Employer on the date of this Agreement (or anyother independent certified public accounting firm designated by Employer ) determine that anypayment or distribution by Employer to or for the benefit of the Executive (whether paid orpayable or distributed or distributable pursuant to the terms of this Agreement or otherwise) wouldbe nondeductible 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 orlimit the Executive’s continuing or future participation in any plan, program, policy or practiceprovided by Employer for which the Executive may qualify. Vested benefits and other amounts thatthe Executive is 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 may be,except as explicitly modified by this Agreement.     8. Mitigation. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement. Notwithstanding this Section 8, theExecutive shall continue to be subject to all of the restrictions provided for in Section 9of this Agreement during the Severance Period.     9. Confidential Information; Non-solicitation; Non-competition; Conflict ofInterest.          (a) The Executive agrees and acknowledges that by reason of his employment by andservice to Employer, he will have access to, become exposed to and/or become knowledgeable aboutconfidential information of Employer and its Affiliates (the “Confidential Information”)from time to
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time during 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 toEmployer’s competitors, are not recognized as being encompassed within standard business ormanagement practices and/or are kept secret and confidential by Employer or its Affiliates.Executive agrees that at no time during or after the Employment Period will he disclose or use theConfidential Information except as may be required in the prudent course of business for thebenefit of Employer or its Affiliates, or as may be required by law or in a legal proceeding.          (b) The Executive acknowledges that Employer’s business plan is to engage inbusiness throughout the United States. During the Executive’s employment by Employer and for theduration of the Restricted Period (defined below), the Executive agrees that he will not, unlessacting with the prior written consent of Employer, directly or indirectly, own, manage, control, orparticipate in the ownership, management or control of, be financially interested in, or beemployed 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 the management,ownership or operation of any business that, as of the Date of Termination, is engaged in byEmployer or its Affiliates in the United States, has been reviewed by or with Arcadia’s seniormanagement or the Board of Directors of Arcadia for development to be owned or managed by Employeror its Affiliates, within nine (9) months of the Date of Termination, and/or has been divested byEmployer or its Affiliates but as to which Employer or its Affiliates have an obligation to refrainfrom involvement for so long as such restriction applies to Employer; *provided*, *however*, that theownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be aviolation of this paragraph.          (c) The Executive also agrees that he will not, directly or indirectly, during theRestricted Period induce any person who is an employee, officer, director, or agent of Employer orits Affiliates, to terminate such relationship, or employ, assist in employing or otherwise beassociated in business with any present or former employee or officer of Employer or itsAffiliates, including without limitation those who commence such positions with Employer or itsAffiliates after the Date of Termination.          (d) During the Restricted Period, the Executive shall not attempt in any manner tocontact or solicit any individual, firm, corporation or other entity (i) that is or has been, acustomer, supplier or vendor of Employer or its Affiliates at any time during the RestrictedPeriod, (ii) to which a proposal has been made by Employer or its Affiliates during the RestrictedPeriod or (iii) to which Employer or its Affiliates has made a proposal during the nine (9) monthspreceding the Date of Termination, for the purpose of implementing or providing services orproducts similar to the services and products provided by Employer or its Affiliates at the Date ofTermination. In addition, during the Restricted Period, the Executive shall not persuade or attemptto persuade any customer, supplier, vendor, licensor or other entity or individual doing businesswith Employer or its Affiliates to discontinue or reduce its business with Employer or itsAffiliates or otherwise interfere in any way with the business relationships and activities ofEmployer.          (e) The Executive acknowledges and agrees that the restrictions contained in thisSection 9 are reasonable and necessary to protect and preserve the legitimate interests,properties, goodwill and business of Employer and its Affiliates, that Employer would not haveentered into this Agreement in the absence of such restrictions and that irreparable injury will besuffered by Employer and its Affiliates should the Executive breach the provisions of this Section.The Executive represents and acknowledges that (i) the Executive has been advised by Employer toconsult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive hasconsulted with and been advised by his own
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counsel in respect of this Agreement, and (iii) the Executive has had full opportunity, priorto execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel.          (f) The Executive further acknowledges and agrees that a breach of the restrictionsin this Section 9 may not be adequately compensated by monetary damages. The Executiveagrees that actual damage may be difficult to ascertain and that, in the event of any such breach,Employer may be entitled to injunctive relief in addition to such other legal or equitableremedies as may be available to Employer. In the event that the provisions of this Section9 should ever be adjudicated to exceed the limitations permitted by applicable law in anyjurisdiction, it is the intention of the parties that the provision shall be amended such thatthose provisions are made consistent with the maximum limitations permitted by applicable law, thatsuch amendment shall apply only within the jurisdiction of the court that made such adjudicationand that those provisions otherwise be enforced to the maximum extent permitted by law.          (g) [intentionally omitted and left blank]          (h) For purposes of this Section 9, the term “Restricted Period”following the Date of Termination means a period of one (1) year following the Date of Termination,irrespective of whether Employer terminates the Executive’s employment with or without Cause, or ifthe Executive resigns or terminates his employment with Good Reason, or if employment terminatesdue to death or disability.          (i) All Confidential Information; all innovations, inventions and discoveries ofEmployer; and all correspondence, files, documents, advertising, sales, manufacturers’ and othermaterials or articles or other information of any kind, in any media, form or format, whether ornot deemed confidential, shall be and remain the sole property of Employer (“EmployerProperty”). Upon termination or at Employer’s request, whichever is earlier, Executive shallimmediately deliver to Employer all such Employer Property.          (j) If, contrary to the effort and intent of the parties, any covenant or otherobligation contained in this Section 9 shall be found not to be reasonably necessary forthe protection of, to be unreasonable as to duration, scope or nature of restrictions, or to imposean undue hardship on Executive, then it is the desire of the parties that such covenant orobligation not be rendered invalid thereby, but rather that the duration, scope or nature of therestrictions be deemed reduced or modified, with retroactive effect, to render such covenant orobligation reasonable, valid and enforceable. The parties further agree that in the event a court,despite the efforts and intent of the parties, declares any portion of the covenants or obligationsin this Section 9 invalid, the remaining provisions of this Section 9 shallnonetheless remain valid and enforceable.     10. Governing Law and Arbitration. This Agreement and all disputes arisingout of Executive’s employment hereunder shall be governed by and construed in accordance with thelaws of the State of Indiana without reference to principles of conflict of laws, notwithstandingthat Employer and Executive are or may hereafter become domiciled or located in a different state.Any dispute, 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, andthat judgment may be entered upon any arbitration award by any court of competent jurisdiction.The parties hereto agree that the expenses of any arbitration shall be borne equally by the partiesto the proceeding, except that the party determined to have prevailed in any
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arbitration or civil action shall be awarded its reasonable attorneys fees and costs of itsown experts, evidence and the like. The parties hereto acknowledge and agree that by making thisagreement to submit all claims to binding arbitration, they are waiving the right to litigate in acourt of law, and to trial by jury if applicable, all claims, including all claims assertable underany federal or state law prohibiting discrimination in employment.     11. Successors.          (a) This Agreement is personal to the Executive and, without the prior writtenconsent of Employer, shall not be assignable by the Executive otherwise than by will or the laws ofdescent and 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 Employerand its successors and assigns.          (c) The Employer shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business and/orassets of the Employer expressly to assume and agree to perform this Agreement in the same mannerand to the same extent that the Employer would have been required to perform it if no suchsuccession had taken place. As used in this Agreement, “Employer” shall mean both Arcadia asdefined above and any such successor that assumes and agrees to perform this Agreement, byoperation of law or otherwise.     12. Miscellaneous.          (a) The captions of this Agreement are not part of the provisions hereof and shallhave no force or effect. This Agreement may not be amended or modified except by a writtenagreement executed by the parties hereto or their respective successors and legal representatives.This Agreement supersedes all prior agreements between Employer and Executive with respect to itssubject matter and constitutes (along with any documents referred to in this Agreement) a completeand exclusive statement of the terms of the Agreement between Employer and Executive with respectto its subject matter.          (b) All notices and other communications under this Agreement shall be in writingand shall be given by hand to the other party or by registered or certified mail, return receiptrequested, postage prepaid, or by facsimile or overnight courier, addressed as follows:If to the Executive:Matthew R. Middendorf