**Exhibit 10.6****AMENDED AND RE-STATED EMPLOYMENT AGREEMEN**TBY AND BETWEENHARTVILLE GROUP, INC.ANDCHRISTOPHER EDGAREFFECTIVE: March 29, 2007
 

 
**EMPLOYMENT AGREEMENT****TABLE OF CONTENTS**               **PAGES**          1. EMPLOYMENT  1   1.1 General Duties and Title  1 2. TERM  2 3. REMUNERATION  2 4. WITHHOLDING  3 5. INSURANCE AND OTHER BENEFIT PLANS  3 6. VACATIONS, ILLNESS AND HOLIDAYS  3 7. BUSINESS EXPENSES  4 8. INDEMNIFICATION  4 9. TERMINATION OF EMPLOYMENT  5   9.1 Termination by the Company for Cause  5   9.2 Definition of Cause  5   9.3 Determination of For Cause Termination  6   9.4 Termination by the Company Without Cause and for Good Reason  6   9.5 Voluntary Termination by the Executive  7   9.6 Disability Termination  7   9.7 Termination Due to Executive’s Death  7 10. RESTRICTIVE CONVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT  8   10.1 Solicitation of Employees;  Customers;  Agents or Representatives etc  8   10.2 Confidential Records  8   10.3 Ownership of Proceeds of Employment  9   10.4 Survival  9   10.5 Enforceability; Remedies  9 11. MISCELLANEOUS PROVISIONS  9   11.1 Severability  9   11.2 Execution in Counterparts  10   11.3 Notices  10   11.4 Entire Agreement and Subsequent Amendments  11   11.5 Applicable Law  11 
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               **PAGES**            11.6 Headings  11   11.7 Binding Effect;  Successors and Assigns  11   11.8 Waiver  11   11.9 Warranty and Capacity to Contract  11   11.10 Arbitration  12   11.11 Remedies  12   11.12 Survival  12   11.13 Deferred Compensation  13 
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**EMPLOYMENT AGREEMENT**THIS EMPLOYMENT AGREEMENT (the “Agreement”) originally entered into January 20, 2006 (the“Effective Date”) and amended and re-stated, effective March 29, 2007 by and between HARTVILLEGROUP, INC. (the “Company”) a Nevada corporation, and CHRISTOPHER EDGAR (“Executive”).**WITNESSETH THAT****WHEREAS**, the Company desires to employ Executive in accordance with the terms of this Agreement andExecutive desires to be so employed by the Company; and**WHEREAS**, the parties desire to set forth the employment understanding and terms and conditions ofemployment in a written agreement; and Executive wishes to accept such employment upon the termsand subject to the conditions hereinafter set forth;**NOW THEREFORE**, in consideration of the mutual promises contained herein, the parties hereto herebyagree as follows:**1.** **EMPLOYMENT****1.1** **General Duties and Title**   On the Effective Date, the Company hereby employs Executive with the title/s designated inExhibit A (the “Position Description”) attached hereto and forming a part of thisAgreement.    Executive’s primary responsibilities and duties are as described in Exhibit A. The primaryresponsibilities and duties of the Executive may be altered or amended by either (i) themutual agreement of the Company and the Executive; or (ii) the establishment of new ormodified duties, as determined by the Chief Executive Officer (the “CEO”) afterconsultation with the Board of Directors of the Company (the “Board”). Any modificationsor alterations to the duties assigned to the Executive will be consistent with thecustomary duties of a Chief Marketing Officer and the education, background and experienceof the Executive. Executive shall faithfully and substantially perform for the Company allsuch duties. Executive shall report to and take direction primarily from the CEO. Withconsent, the Executive agrees to act in the capacity of a board member or officer of suchsubsidiaries as he may be appointed without remuneration other than the remuneration towhich Executive is otherwise entitled under this Agreement.   Services rendered by Executive shall be rendered in accordance with recognized insuranceand financial industry standards and recognized codes of conduct or ethics. Executiveshall further promote and enhance the business purposes of the Company by entertainment andother means, including participation in professional organizations and activities,attendance at insurance, financial, or industry conventions and seminars, and membership ininsurance or financial industry societies. Any expenses associated with the foregoingshall be paid directly, or reimbursed to the Executive, by the Company.
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**2.** **TERM**The employment of Executive hereunder shall commence on the Effective Date (the datecoinciding with each one (1) year anniversary of the Effective Date shall be referred to asan “Anniversary Date”) and shall, unless this Agreement is sooner terminated as provided inSection 9 hereof, continue for two (2) years from the Effective Date (the “Initial Term”)and thereafter for additional one (1) year terms, provided however, that if written noticeof termination of this Agreement is given by either party to the other party at leastninety (90) days prior to an Anniversary Date (the first of which shall be the last day ofthe Initial Term), then this Agreement shall terminate no later than the Anniversary Datenext following the date of such notice.**3.** **REMUNERATION**The Company will pay, or provide, to Executive as compensation for services to be renderedunder Section 1 hereof, the following amounts: (a) Grant of Restricted StockOn the Effective Date, the Company shall grant to Executive 2,000,000 shares of itsRestricted Common Stock pursuant to a Restricted Stock Agreement, a copy of which isattached as Exhibit B and incorporated herein and on January 2, 2007, the Companywill grant to Executive an additional 1,000,000 shares of the Company’s RestrictedCommon Stock pursuant to a restricted stock agreement with terms and conditionssubstantially similar to the agreement attached as Exhibit B and shall provide that250,000 shares shall vest on each of March 31, June 30, September 30 and December 31,2007. (b) Non-Statutory Stock Option PlanOn the Effective Date, the Company shall grant to Executive options to purchase500,000 shares of the Company’s Common Stock under the Company’s 2003 Non-QualifiedStock Option Plan and the grant shall be as set forth on Exhibit C attached heretoand incorporated herein. In addition, on January 2, 2007, the Company shall grant anadditional 500,000 options to purchase shares of the Company’s Common Stock. Thegrant of such options shall be as set forth in the Company’s 2003 Non-Qualified StockOption Plan and the grant shall be as set forth in an agreement substantially similarto Exhibit C and shall provide that 125,000 shares shall vest on each of March 31,June 30, September 30 and December 31, 2007.Notwithstanding the foregoing, in the event that a proposed “Change of Control” (asdefined herein) occurs prior to January 2, 2007, the grant of restricted stock andoptions that are scheduled to be made on January 2, 2007 shall instead by made priorto the execution of an agreement which would result in a Change of Control, if thetransactions contemplated by such agreement were consummated.The period of time within which any Options granted under any Stock OptionAgreement may be exercised in the event of termination after a ‘Change in
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Control,’ shall be extended by not less than twelve (12) months after theTermination Date, but in any event, no later than the expiration date of allOptions.For the purposes of this Agreement, “Change of Control” means (i) any “person” (asdefined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Act”)(other than a current 10% beneficial owner (as defined in Rule 13d-3 under the Act)of the Company’s securities) becomes the beneficial owner, directly or indirectly, ofmore than fifty percent (50%) of the combined voting power of the then issuedand outstanding securities of the Company or (ii) the sale, transfer or otherdisposition of all or substantially all of the assets of the Company, whether by saleof assets, merger or otherwise. (c) Bonus PlansIn addition, if approved by the Board of Directors the Executive may be eligible toparticipate in any bonus plan of the Company upon the same terms and conditions asother senior executives of the Company.**4.** **WITHHOLDING**Executive agrees that the Company shall withhold from any and all payments required to bemade to Executive pursuant to this Agreement all actual or potential Federal, State, localand/or other taxes the Company determines are required or potentially will be required, tobe withheld in accordance with applicable statutes and/or regulations from time to time ineffect.**5.** **INSURANCE AND OTHER BENEFIT PLANS**Executive shall be entitled, during the period of employment with the Company, toparticipate in (i) the life insurance and disability insurance plans available toexecutives of the Company, including such accidental death or other benefits as may beprovided under such plans, and (ii) the health and dental and vision plans available toofficers (and their immediate families) of the Company, and (iii) such other employeebenefit plans, including all employee welfare benefit plans and employee pension benefitplans, that currently are or will be made generally available to executives and salariedemployees of the Company. Participation by or inclusion of the Executive in any benefitplan maintained by the Company shall be provided only to the extent that the Executive iseligible under the terms and conditions of the applicable plan and, if required pursuant tothe plan, the employee meets any insurance underwriting or other conditions validlyrequired by the provider or carrier of the plan or the contracts, policies, or other termsof eligibility or participation issued in connection with the plan.**6.** **VACATIONS, ILLNESS AND HOLIDAYS**Without any loss or reduction of remuneration, Executive shall be entitled to be absentfrom Executive’s duties with the Company by reason of vacation or illness for four (4)weeks for each twelve (12) month period during the term of this Agreement. In addition,the Executive shall be entitled to such national and religious holidays as
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generally approved by the Company. The Executive shall not be entitled to carry forward any unused sickness, vacation or holiday time accrued during ayear to successive years of this Agreement.**7.** **BUSINESS EXPENSES**The Company recognizes that, in connection with Executive’s performance of his duties,functions and responsibilities hereunder, Executive will incur certain reasonable andnecessary business expenses, including, but not limited to, travel to and from New York andOhio and lodging costs in Ohio. The Company agrees to pay or promptly reimburse Executive,but not less frequently than monthly, for all such reasonable business expenses, which areincurred in connection with the Company’s business, upon the presentation of statementssetting forth the nature and amount of such expenses in reasonable detail, in accordancewith the Company’s generally applicable guidelines and procedures from time to time;provided, that, with respect to the travel and lodging costs described in this Section 7,the Company shall pay such expenses directly.In addition, the Company shall reimburse the Executive for 100% of his legal fees (up to amaximum of $6000) associated with the preparation and negotiation of this Agreement and theagreements set forth in Exhibits B and C immediately upon presentation of the billingstatements for such legal fees.**8.** **INDEMNIFICATION**The Company shall indemnify, defend and hold harmless Executive, and shall cause eachapplicable entity controlled by the Company (defined for purposes of this Section 8 as a“Subsidiary”) to indemnify, defend and hold harmless Executive for general directors and/orofficers liability in the normal course of Executive’s services on Company business orSubsidiary business, to the fullest extent allowed by Nevada law and the bylaws of theCompany. To the extent that a Subsidiary does not fully indemnify the Executive, theCompany shall be responsible for such indemnification.To secure its indemnification obligations the Company has and shall maintain in full forceand effect through the term of this Agreement directors and officers insurance coverage asdetermined by the Company, but in no event in an amount less than $2 million. The use ofthe Company’s insurance coverage or policy to secure its or any Subsidiary’sindemnification obligation shall not, however, limit the obligation of the Company or anySubsidiary to indemnify the Executive for claims or expenses either below the annual orperiodic deductible limit in the policy or in excess of the policy limits or for items orevents not covered by the policy.To the extent provided in the Company’s bylaws, the Company shall be obligated, and shallcause each applicable Subsidiary, to pay the claims or expenses of the Executive requiredunder this Section 8, including defense cost, directly to the third party to whom paymentis due and owing, without the necessity of the Executive making such payment and seekingreimbursement from the Company or the Subsidiary.
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  To the extent that the Executive is successful on the merits or otherwise in defense of anyaction, suit, or proceeding, or in defence of any claim, issue or matter brought againstthe Executive, the Executive shall be indemnified by the Company, and the Company shallcause each applicable Subsidiary to indemnify the Company, against all expenses, includingdefense and legal fees, incurred by the Executive.   The provisions of this Section 8 shall survive the termination or expiration of Executive’semployment under this Agreement irrespective of the reason for such termination, providedthat nothing herein shall be construed to provide Executive with any greater coverage orcoverage for any period longer than Executive would have been entitled to receive under theterms of such insurance policy referred to herein (other than deductible and policy dollarlimits). **9.** **TERMINATION OF EMPLOYMENT** **9.1** **Termination by the Company for Cause**   In the event that Executive is removed from office by the Company for Cause (as hereinafterdefined), the employment of Executive under this Agreement shall terminate and Executiveshall be entitled to receive all remuneration and benefits accrued hereunder to the date ofsuch termination except for unvested Restricted Stock and Options granted hereunder andinsurance which would by its terms lapse.   No other or further payment of benefits under this Agreement will be due upon terminationfor Cause, except as required by law, or under the Company’s insurance and other employeebenefit plans and the procedures referred to in Sections 5 and 7.**9.2** **Definition of Cause**   For purposes of this Agreement, the term “Cause” shall mean (i) any wilful material neglectby Executive, or material failure by Executive to substantially perform the duties andresponsibilities of the Executive’s office or offices (other than any such failuresresulting from Executive’s incapacity due to illness or injury), or (ii) any grossmalfeasance or gross misconduct by Executive in connection with the performance of any ofthe duties or responsibilities or otherwise which would, in the view of a reasonableperson, be materially prejudicial to the interests of the Company or any of its affiliatesif Executive were retained in the respective office or offices, including withoutlimitation, conviction of a felony, or (iii) formal admission to a felony or crime of moralturpitude, dishonesty, breach of trust or unethical business conduct or any crime involvingthe Company, or (iv) repeated material failure to adhere to the policies and lawful andethical directions of the CEO or the Board of Directors, or failure of the Executive todevote sufficient time and efforts to the business of the Company and the duties andresponsibilities hereunder so as to result in material impairment of the Executive’sperformance hereunder, and with respect to 9.2.(i) or 9.2.(ii) or 9.2.(iv) herein, therehas been a failure to cure such breach or a failure to modify Executive’s conduct within 30days of receiving written notice of such breach specifying the factual reasons supportingthe proposed dismissal for Cause. If the reason for Cause specified by the Company is cured by theExecutive, such reason shall no longer apply for a Cause termination.
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**9.3** **Determination of For Cause Termination**   A determination of a for Cause termination shall be made by the Company as follows:   (a) The CEO shall first make a preliminary determination that the Executiveshould be reviewed for discharge for Cause. The Company will not be required toprovide any preliminary notice to the Executive of its intention to investigate thepossible discharge of the Executive for Cause.   (b) After investigating the circumstances surrounding the possible for Causetermination of the Executive, the Company, through the CEO, may immediately relieve orsuspend the Executive from the Executive’s position by providing notice to theExecutive. Upon notice of the suspension, the Executive shall immediately vacate thepremises and remove all personal property from the premises of the Company. TheCompany shall have the absolute right to review any and all material in the possessionof the Executive on the Company premises to determine those items, which areproprietary to the Company. After sorting the appropriate items, all personal itemsshall be delivered to the Executive at the location designation reasonably selected bythe Executive.   (c) After concluding its investigation, the Company, through the CEO, shall makea determination whether the Executive should be discharged for Cause. Thedetermination for discharge for Cause shall be timely communicated in writing to theExecutive in accordance with Section 9.2.   (d) Until terminated, notwithstanding that any of the foregoing procedures aretaking place, or have taken place, the Executive shall be entitled to and shallcontinue to accrue all remuneration and benefits provided for under this Agreement,including, but not limited to, vesting of Restricted Stock and Options.**9.4** **Termination by the Company Without Cause and for Good Reason**   The Company expressly reserves the right to terminate the employment of the Executivewithout Cause (upon at least sixty (60) days prior written notice to the Executive) and theExecutive may terminate his employment for “Good Reason (as defined below) upon thirty (30)days prior written notice. For the purposes of this Agreement, “Good Reason” means,without the Executive’s prior written consent (i) a material reduction or diminution of theExecutive’s duties, title or reporting relationship as set forth in this Agreement, (ii)any breach of this Agreement by the Company, (iii) the Company requiring the Executive’sprincipal office to be based at any location other than Canton, Ohio or New York City inthe borough of Manhattan, (iv) any failure by the Company to cause any successor to theCompany to expressly assume all of the Company’s obligations under this Agreement or (v) asset forth in the following paragraph with respect to the subsequent grant of RestrictedStock and Options.   In the event that the Executive’s employment is terminated without Cause or with GoodReason, the Executive shall be entitled to receive immediate vesting of all
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  Restricted Stock and Options which vested prior to such termination or which would vest within six (6)months of such termination. In addition, in the event that the Company’s Common Shares arenot made available by July 31, 2006 to allow for the subsequent grant of Restricted Stockand Options, or the subsequent grant of Restricted Stock or Options is not made for anyreason on the Anniversary Date, Executive shall be entitled to terminate this Agreementwith Good Reason. Upon such termination for Good Reason, or if the Executive is terminatedprior to the grant on the Anniversary Date or any other reason (except for Cause) afterJuly 1, 2006; (a) with respect to the initial grant of Restricted Stock, all suchRestricted Stock shall be immediately vested and all applicable restrictions shall lapseand all Stock Options previously granted shall be fully and immediately vested andexercisable. **9.5** **Voluntary Termination by the Executive**   Executive shall be entitled, with not less than sixty (60) days written notice, tovoluntarily terminate employment with the Company. If Executive elects such termination,Executive shall also be entitled to ownership or exercise any vested Restricted Stock orOptions.   Even though the Executive is required to give not less than sixty (60) days advance writtennotice, the Company shall have the option to require that the Executive discontinue serviceon behalf of the Company at any time upon receipt of advance written notice of theExecutive’s election to terminate; provided, however, that in such event the Company shallcontinue the vesting of all Restricted Stock and Options during such period.**9.6** **Disability Termination**   The Executive’s employment shall terminate if the Executive becomes so disabled as to beunable to substantially perform the services of the character contemplated by thisAgreement, and such disability continues for a period of ninety (90) consecutive days. TheExecutive’s employment shall terminate at the conclusion of the 90-consecutive daydisability. In such event, the Executive shall be entitled to receive immediate vesting ofall Restricted Stock and Options which vested prior to such termination or which would vestwithin six (6) months of such termination.   For purposes of this Agreement the term “disability” or “disabled” shall mean a physical ormental condition resulting from a bodily injury or disease or mental disorder which rendersthe Executive incapable of engaging in substantial gainful activity of the charactercontemplated by this Agreement and which can be expected to be of a long and continuedduration with or without reasonable accommodation. The disability of the Executive shallbe determined by the Board based upon competent medical authority. The determination of adisability may be made by the Board independent of such determination being made under anyother disability insurance plan sponsored or funded by the Company.**9.7** **Termination Due to Executive’s Death**   This Agreement shall terminate if the Executive shall die. Upon termination, theExecutive’s legal representatives shall be entitled to receive immediate vesting of all
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Restricted Stock and Options which vested prior to such termination or which would vestwithin six (6) months of such termination. With respect to benefit entitlement under theCompany’s plans or programs, the Executive’s legal representatives shall only be permittedto such rights or benefits as otherwise provided in those plans or programs.**10.** **RESTRICTIVE CONVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT** **10.1** **Solicitation of Employees; Customers; Agents or Representatives etc.**   Executive agrees that, during the term of employment hereunder, and for a period of one (1)year after the Company no longer employs Executive, Executive shall not, directly orindirectly:   (a) solicit, entice, persuade or induce any individual who is then or has beenwithin the preceding six-month period, an employee of the Company or any of itssubsidiaries or affiliates, to terminate his or her employment with the Company or anycompany controlled by or under common control with the Company (defined for purposesof this Section 10 as an “Affiliate”), or to become employed by or enter intocontractual relations with any other individual or entity, and the Executive shall notapproach any such employee for any such purpose or authorize or knowingly approve thetaking of any such actions by any other individual or entity; or,   (b) except in accordance with Executive’s duties hereunder, solicit, entice,persuade or induce any individual or entity which is then, or has within the precedingtwelve month period been, a customer, distributor or supplier, or policy owner, agentor representative of the Company or any of its Affiliates to terminate or materiallyreduce his, her or its contractual or other relationship with the Company or any ofits subsidiaries or affiliates, and the Executive shall not approach any suchcustomer, distributor, supplier, policy owner, agent or representative for suchpurpose or authorize or knowingly approve the taking of any such actions by any otherindividual or entity.**10.2** **Confidential Records**   In the course of employment, Executive will have access to confidential information,records, data, specifications, and other knowledge owned by the Company or its subsidiariesor affiliates. Executive agrees that at no time during or after the term of employmentshall the Executive remove or cause to be removed from the premises of the Company or itssubsidiaries or affiliates, any record, file, memorandum, document, equipment or like itemrelating to the business of the Company or its subsidiaries or affiliates except infurtherance of Executive’s duties hereunder, and immediately following the termination ofExecutive’s employment hereunder or at any other time at the request of the CEO or theBoard of Directors, all such records, files, memoranda, documents, equipment and like itemsthen in Executive’s possession will promptly be returned to the Company. Executive further agreesthat, during and after the term of employment, Executive shall not without the writtenconsent of the Company or a person authorized thereby, disclose to any person, other thanan employee of the Company its subsidiaries or affiliates or a person to
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  whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive ofduties as an executive of the Company, any confidential information obtained by Executivewhile in the employ of the Company with respect to any business methods, plans, policies,products and/or personnel of the Company or its subsidiaries or affiliates, the disclosure,including speaking with the press, of which would, in the view of a reasonable person, beinjurious or damaging to the business of the Company or its subsidiaries, or affiliates,provided, however, that confidential information shall not include any information knowngenerally to the public (other than as a result of unauthorized disclosure by Executive),any information of a type not otherwise considered confidential by persons engaged in thesame business or a business similar to that conducted by the Company or any informationrequired to be disclosed under applicable law or an order of court or a governmental agencywith jurisdiction. **10.3** **Ownership of Proceeds of Employment**   Executive acknowledges that the Company shall be the sole owner of all the fruits andproceeds of the Executive’s services hereunder, including without limitation all ideas,concepts, formats, suggestions, developments, arrangements, designs, packages, programs,promotions and other properties relating to the businesses of the Company, which Executivemay create in connection with and during the term of employment hereunder, free and clearof any claims by the Executive of any kind or character whatsoever (other than Executive’sright to compensation and benefits hereunder).**10.4** **Survival**   The provisions of this Section 10 shall survive any termination or expiration ofExecutive’s employment under this Agreement, irrespective of the reason therefore.**10.5** **Enforceability; Remedies**   The parties hereto agree that a breach by Executive of any of the provisions of Section 10hereof will cause the Company great and irreparable injury and damage. By reason of this,Executive acknowledges that, in the event of a breach by Executive of any of the provisionsof Section 10 hereof, the Company shall be entitled, in addition and as a supplement to anyother rights or remedies it may have at law, to the remedies of injunction, specificperformance and other equitable relief. This Section 10 shall not, however, be construedas a waiver of any of the rights which the Company may have for damages or otherwise.**11.** **MISCELLANEOUS PROVISIONS** **11.1** **Severability**   Executive acknowledges and agrees that (i) Executive has had an opportunity to seek adviceof counsel in connection with this Agreement and (ii) the Restrictive Covenants contained in Section 10.1 hereof are reasonable in temporal and geographic scopeand in all other respects. If in any jurisdiction any term or provision hereof isdetermined to be invalid or unenforceable, (a) the remaining terms and provisions hereofshall be unimpaired, (b) any such invalidity or
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  unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction, and theremaining provisions hereof shall be given full force and effect without regard to theinvalid portions. The Company and the Executive intend to and hereby confer jurisdictionto endorse the restrictive covenants upon the courts of any jurisdiction within thegeographical scope of the covenants. **11.2** **Execution in Counterparts**   This Agreement may be executed in one or more counterparts, and by the different partieshereto in separate counterparts, each of which shall be deemed to be an original but all ofwhich taken together shall constitute one and the same agreement (and all signatures neednot appear on any one counterpart), and this Agreement shall become effective when one ormore counterparts has been signed by each of the parties hereto and delivered to each ofthe other parties hereto.**11.3** **Notices**   Any notice or other communication in connection with this Agreement shall be deemed to bedelivered if in writing (or in the form of a fax to the Company) addressed as providedbelow and if either (a) actually delivered at said address, or (b) in the case of a letter,three business days shall have elapsed after the same shall have been deposited in the USmail, postage prepaid and registered or certified, and (c) in the case of fax, one businessday shall have elapsed after dispatch.If to the Company, to it at the following address:Hartville Group, Inc.