ex10-1.htm


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into effective September 1, 2007 by
      I-TRAX, INC., a Delaware corporation with a principal business office located
      at
      40 Burton Hills Blvd., Suite 200, Nashville, Tennessee 37215 (the
“Company”), and BRADLEY S. WEAR, an individual residing at 103
      Indian Lake Court, Hendersonville, Tennessee 37075
      (“Executive”).

    


    The
      Company and Executive desire to
      enter into this Agreement on the terms set forth in this Agreement.

    


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

    


    1.           Term
      of Employment.  Upon the terms set forth in this Agreement, the
      Company employs Executive and Executive accepts employment with the Company
      for
      the period of three years (such period, the “Original Term”),
      unless sooner terminated in accordance with the provisions of Section 4
      below.  Upon the expiration of the Original Term, the term of the
      Executive’s employment will automatically extend for successive one-year periods
      (each such period, an “Additional Term”) unless the Additional
      Term is sooner terminated in accordance with the provisions of Section 4 below
      or unless on or before 90 days prior to the end of the Original Term or any
      Additional Term, Executive or the Company notifies the other in writing that
      the
      Executive’s employment under this Agreement will not be extended beyond the
      Original Term or the applicable Additional Term.

    


    2.           Title
      and Capacity.  Executive will serve as Senior Vice President and
      Chief Financial Officer of the Company and will perform the duties commensurate
      with such position and such other duties as the Company’s Chief Executive
      Officer or the Board of Directors (the “Board”) may assign to
      the Executive.  Executive will devote attention and energies on a
      full-time basis to the above duties, and Executive will not, during the term
      of
      this Agreement, actively engage in any other for profit business
      activity.

    


    3.           Compensation
      and Benefits.

    


    3.1           Salary.  During
      the Original Term and any Additional Term, the Company will pay Executive an
      annual base salary of $240,000 and such discretionary bonuses, if any, as the
      Compensation Committee of the Board (the “Compensation
      Committee”) in its sole discretion may determine in accordance with the
      Management Incentive Plan (“MIP”) plan adopted by the
      Compensation Committee.  Executive’s initial target incentive under
      the MIP will be 40% of annual base salary and is attached as Exhibit
      A to this Agreement.  Executive will be eligible for annual
      increases in base salary commensurate with other executives of the
      Company.

    


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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    3.4           Paid
      Time Off.  Executive is entitled to 25 paid time off days per year
      to be accrued in accordance with the Company’s Executive PTO policy, as amended
      from time to time, and taken at such times as may be approved by the Executive’s
      immediate supervisor or the Chief Executive Officer of the Company.

    


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

    


    3.6           Stock
      Options.  The Company will grant Executive options to acquire
      125,000 shares of the Company’s common stock under the Company’s 2001 or 2000
      Equity Compensation Plan (the “Plan Options”).  The
      Plan Options will be granted by the Board or the Compensation Committee, as
      applicable, at the Board of Directors or Compensation Committee meeting held
      by
      the Company to ratify this Agreement.  The exercise price of the Plan
      Options will equal the closing price on the American Stock Exchange on the
      date
      of that meeting.  This grant will be memorialized in a formal stock
      option award agreement.  The Company will grant Executive options to
      acquire an additional 75,000 shares of the Company’s common stock under the
      Company’s 2001 or 2000 Equity Compensation Plan (the “Additional Plan
      Options”) if the Executive meets expectations under the Company’s 2008
      Associate Development Program.  The Additional Plan Options will be
      granted by the Board or the Compensation Committee, as applicable, at the Board
      of Directors or Compensation Committee meeting that follows the completion
      of
      the 2008 Associate Development Program.  The exercise price of the
      Additional Plan Options will equal to the closing price on the American Stock
      Exchange on the date of that meeting.

    


    4.           Employment
      Termination.  The employment of Executive by the Company under
      this Agreement will terminate upon the occurrence of any of the
      following:

    


    4.1           Expiration
      of Term.  At the election of Executive or the Company upon the
      expiration of the Original Term or any Additional Term if Executive or the
      Company notified the other pursuant to Section 1 above that Executive’s
      employment under this Agreement will not be extended for the applicable
      Additional Term.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    4.2           Cause.  At
      the election of the Company, for “cause” as defined below, immediately upon
      written notice by the Company to Executive.  “Cause”
      for termination is deemed to exist by reason of (a) any action by Executive
      resulting in the conviction of Executive of, or the entry of a plea of guilty
      or
      nolo contendere by Executive to, any crime involving moral turpitude, any
      felony, or any misdemeanor involving misconduct or fraud in business activities,
      (b) any breach of a fiduciary duty involving personal profit, (c) Executive’s
      willful failure to perform his duties under this Agreement, (d) Executive’s
      willful misconduct, recklessness or gross negligence in the performance of
      his
      duties under this Agreement, (e) any action by Executive that violates
      Section 6 below, or (f) repeated refusal or failure by Executive to comply
      with the reasonable directives of the Executive’s immediate supervisor or the
      Chairman of the Board of the Company; provided, however, that the
      Company may terminate Executive’s employment under Sections 4.2(c), (e) or (f)
      above only after Executive fails (x) to commence and continue to correct or
      cure
      each specific instance comprising cause within 10 days of receipt by Executive
      of written notice of the Executive’s immediate supervisor or the Chairman of the
      Board identifying each instance constituting cause or (y) to correct or cure
      each identified instance within 45 days of receipt of such notice.

    


    4.3           Without
      Cause.  At the election of the Company, at any time, upon 30 days
      written notice for any reason whatsoever other than for cause.

    


    4.4           Death
      or Disability.  Upon Executive’s death or 30 days after
      Executive’s disability.  “Disability” means the
      inability of Executive, due to a physical or mental disability, to perform
      the
      duties contemplated under this Agreement for a period of three consecutive
      months or for a cumulative period of four months within any six consecutive
      months.  A physician satisfactory to Executive and the Company will
      determine if Executive is disabled.  If Executive and the Company
      cannot agree on a physician within 30 days of either party’s written notice to
      the other, Executive and the Company will each select a physician, who will
      together select a third physician.  The determination of the
      physician(s) as to disability will be binding on all parties.

    


    4.5           Termination
      by Executive.  At the election of Executive: (a) at any time if
      his health should become impaired to an extent that makes the continued
      performance of his duties under this Agreement hazardous to his physical or
      mental health or his life, as certified by a physician designated by Executive
      and reasonably acceptable to the Company; (b) for “good reason” upon
      delivery of written notice of such “good reason” to the Company; or
      (c) upon 90 days written notice of termination, which termination will be
      deemed a breach by Executive of his obligations under this
      Agreement.  “Good reason” means: (1) the failure by
      the Company to continue Executive in the position of Senior Vice President
      and
      Chief Financial Officer (or such other position as the Company and Executive
      may
      agree upon); (2) failure by the Company to pay and provide to Executive the
      compensation provided in Section 3.1 above, which failure is not cured within
      30
      days after written notice of such failure is delivered by Executive to the
      Company; (3) requiring Executive to be permanently based anywhere other than
      within 25 miles of Company’s offices in Nashville, Tennessee (excluding business
      related travel as required by the Company’s business); or (4) any other material
      breach of this Agreement by the Company, which breach is not cured within 30
      days after written notice of such breach is delivered by Executive to the
      Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    5.           Effect
      of Termination.

    


    5.1           Expiration
      of Term.  If Executive or the Company elects not to renew
      Executive’s employment for any Additional Term under Section 4.1, the Company
      will pay to Executive the base salary and benefits otherwise payable to
      Executive under Sections 3.1, 3.2 and 3.3, pro rata through
      the last day of Executive’s actual employment by the Company.

    


    5.2           Termination
      for Cause.  If the Company terminates Executive’s employment for
      cause under Section 4.2, the Company will pay to Executive the base salary
      and
      benefits otherwise payable to Executive under Sections 3.1, 3.2 and 3.3,
pro rata through the last day of Executive’s actual employment by
      the Company.

    


    5.3           Termination
      Without Cause.

    


    (a)           If
      the Company terminates Executive’s employment under Section 4.3 for any reason
      other than for cause (1) following the initial four months of employment and
      before expiration of the Original Term or (2) at any time during any Additional
      Term, the Company will pay to Executive severance equal to 12 months of base
      salary then applicable under Section 3.1 in the manner provided under Section
      3.2.  Executive will also be reimbursed for any incurred COBRA cost
      during the 12 month period immediately following date of
      termination.

    


    (b)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.3, the payment in full of severance under this Section 5.3 represents the
      total obligation of the Company to Executive under this Agreement.

    


    5.4           Termination
      for Death or Disability.  If Executive’s employment is terminated
      by death or because of disability under Section 4.4, the Company will pay to
      the
      estate of Executive or to Executive, as applicable, the base salary and benefits
      otherwise payable to Executive under Sections 3.1, 3.2 and 3.4 above through
      the
      end of the month in which termination of Executive’s employment because of death
      or disability occurs.

    


    5.5           Termination
      by Executive.

    


    (a)           If
      Executive terminates Executive’s employment under Section 4.5(a) for reasons of
      health, the Company will pay to Executive the base salary and benefits otherwise
      payable to Executive under Sections 3.1, 3.2 and 3.4 through the date of
      termination.

    


    (b)           If
      Executive terminates Executive’s employment under Section 4.5(b) for good reason
      at any time (1) following the initial four months of employment and before
      expiration of the Original Term or (2) at any time during any Additional Term,
      the Company will pay to Executive severance equal to 12 months of base salary
      then applicable under Section 3.1 in the manner provided under Section
      3.2.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    (c)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.5(b), then the payment in full of severance under Section 5.5(b) represents
      the total obligation of the Company to Executive under this
      Agreement.

    


    (d)           If
      Executive terminates Executive’s employment under Section 4.5(c), the Company
      will pay to Executive the base salary and benefits otherwise payable to him
      under Sections 3.1, 3.2 and 3.4 pro rata through the last day of his
      actual employment by the Company, and the Company may assert a claim for damages
      caused to the Company by reason of Executive’s termination in breach of
      Executive’s obligations under this Agreement.

    


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

    


    6.1           Non-Competition.  During
      the Original Term and, if automatically renewed, the applicable Additional
      Term
      (regardless whether the Original Term or the applicable Additional Term are
      terminated under Section 4 above prior to its scheduled expiration under
      Section 1) and for a period of one year after the expiration of the Original
      Term and, if automatically renewed, the applicable Additional Term, Executive
      will not, including through an Affiliate (as defined in Rule 12b-2 promulgated
      pursuant to the Securities Exchange Act of 1934, as amended), directly or
      indirectly, serve as proprietor, partner, manager, employee, stockholder,
      principal, agent, consultant, director, officer or lender, or in any other
      capacity participate, engage in or have a financial or other interest in, any
      business which is a Direct Competitor of Company.  “Direct
      Competitor” means any Person (as defined below) that directly or
      through an Affiliate, subsidiary, division, joint venture, partnership,
      strategic alliance, revenue sharing, license, marketing, distribution or similar
      agreement or arrangement:  (1) is engaged in a business that provides
      the following services directly to such Person’s customers’ employees, retirees
      and their dependents, as applicable, through facilities located on or adjacent
      to such Person’s customers’ workplace locations or remotely: health management;
      primary care; occupational health; acute care; corporate health; pharmacy
      services; or other services offered by Company on the date of termination of
      Executive’s employment (collectively, the “Business”); or (2)
      is developing a strategy to offer any of the foregoing services.  A
      list of the Direct Competitors known to the Company on the effective date of
      this Agreement is set forth on Exhibit B to this
      Agreement.  The Company may modify the list of Direct Competitors from
      time to time, including after Executive’s or the Company’s notice to terminate
      or not renew this Agreement.  Upon Executive’s request, Company will
      provide to Executive a list of Direct Competitors known to the Company. This
      Section 6.1 will not apply if Executive’s employment is terminated prior to
      completion of Executive’s first four months of employment with the
      Company.  “Person” means an individual, partnership,
      corporation, limited liability company, association, joint stock company, trust,
      joint venture or any other form of business organization, unincorporated
      organization or governmental entity (or any department, agency or subdivision
      thereof).

    


    6.2           Non-solicitation.  During
      the Original Term and, if automatically renewed, the applicable Additional
      Term
      (regardless whether the Original Term or the applicable Additional Term are
      terminated under Section 4 above prior to its scheduled expiration under
      Section 1) and for a period of one year after the expiration of the Original
      Term and, if automatically renewed, the applicable Additional Term, Executive
      will not, directly or indirectly, and no Person (as defined below, including
      an
      Affiliate) over which Executive exercises control (whether as an officer,
      director, individual proprietor, holder of debt or equity securities,
      consultant, partner, member or otherwise) (a) solicit or engage or employ
      or otherwise enter into any agreement or understanding, written or oral,
      relating to the services of any Person who is known or should be known by
      Executive to be then employed or to have been employed within the preceding
      six
      months by the Company or its Affiliates, (b) take any action which could be
      reasonably expected to lead any Person to cease to deal with the Company or
      its
      Affiliates or (c) solicit the business of, enter into any written or oral
      agreement with or otherwise deal with any supplier of goods, products, materials
      or services in competition with the Company or its Affiliates or solicit the
      business of customers of the Company or its Affiliates who were such at any
      time
      during the two-year period preceding Executive’s last date of employment, except
      on behalf of businesses in which such party would then be permitted to engage
      directly without violating this Section 6.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.3           Confidentiality.  During
      the Original Term and, if automatically renewed, the applicable Additional
      Term
      (regardless whether the Original Term or the applicable Additional Term are
      terminated under Section 4 above prior to its scheduled expiration under
      Section 1) and for a period of five years after the expiration of the Original
      Term and, if automatically renewed, the applicable Additional Term, Executive
      will treat as trade secrets all Confidential Information (as defined below)
      known or acquired by Executive in the course of any affiliation Executive has
      with the Company or its Affiliates and will not disclose any Confidential
      Information to any Person not affiliated with the Company except as authorized
      in writing by the Company.  “Confidential
      Information” means any information relating to the relationship of the
      Company or its Affiliates to their customers (including, without limitation,
      the
      identity of any customer), the research, design, development, manufacturing,
      marketing, pricing, costs, capabilities, capacities and business plans related
      to the Business, the financing arrangements of the Company, or the financial
      condition or prospects of the Company; inventions, products, processes, methods,
      techniques, formulas, compositions, compounds, projects, developments, plans,
      research data, clinical data, financial data, personnel data, computer programs,
      software, including source code, object code, operating systems, bridgeware,
      firmware, middleware or utilities and customer and supplier lists and any other
      confidential information relating to the assets, condition or business of the
      Company or its Affiliates.  Notwithstanding the foregoing, Executive
      will have no obligation with respect to (a) information disclosed to
      Executive by a Person who does not owe a duty of confidentiality to the Company
      or its Affiliates; or (b) information which is in the public domain and is
      readily available; or (c) information where disclosure is required by law
      or is necessary in connection with a claim, dispute or litigation to which
      Executive is or becomes a party and the Company is given ten business days
      prior
      written notice of the intent to make disclosure.

    


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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    


    6.7           Counter-claims.  Any
      claim or cause of action by Executive against the Company, whether predicated
      on
      this Agreement or otherwise, will not constitute a defense to the enforcement
      by
      the Company of the restrictions contained in this Section 6, but will be
      litigated separately including, without limitation, any claim by Executive
      that
      Executive has not been terminated for cause pursuant to Section 4.2 above,
      unless the claim and defense arise out of the same event and joinder would
      be
      required.

    


    7.           Inventions,
      Patents and Intellectual Property.

    


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

    


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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    9.           Cooperation.  At
      any time during the term of this Agreement or thereafter, Executive will
      reasonably cooperate with the Company in any litigation or administrative
      proceedings involving any matters with which Executive was involved during
      Executive’s employment by the Company.  The Company will reimburse
      Executive for reasonable expenses, if any, incurred in providing such
      assistance.

    


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

    


    11.           Non-Disparagement.  During
      the term of Executive’s employment hereunder and for five years thereafter,
      Executive will not disparage, deprecate, or make any negative comment with
      respect to the Company or its Affiliates or their respective businesses,
      operations, or properties.

    


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

    


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

    


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

    


    15.           Governing
      Law; Consent to Jurisdiction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

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

    


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

    


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

    


    17.           Miscellaneous.

    


    17.1           No
      delay or omission by the Company in exercising any right under this Agreement
      operates as a waiver of that or any other right.  A waiver or consent
      given by the Company on any one occasion is effective only in that instance
      and
      will not be construed as a bar or waiver or any right on any other
      occasion.

    


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

    


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

    


    


    


     

    [Signatures
      appear on following page.]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

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

    


    


    
      	 	
              COMPANY:

            
	 	 
	 	
              I-TRAX,
                INC.

            
	 	 
	 	 
	 	
              By:  /s/
                Danny A. Nelms

            
	 	
                    Name:
                Danny Nelms

            
	 	
                    Title:
                VP – HR

            
	 	 
	 	 
	 	
              Attest:
                /s/ Angela Briggs

            
	 	
              Name:
                Angela Briggs

            
	 	
              Title:
                Director – HR

            
	 	 
	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	
              Witness:
                /s/ Angela Briggs

            	
              /s/
                Bradley S. Wear